On March 20, 2018, CytoDyn Inc., a Delaware corporation (the Company),
issued a notice (the Notice) to the holders of certain outstanding warrants to purchase shares of common stock, $0.001 par value per share (the Common Stock), of the Company, a copy of which is filed as Exhibit 99.1 to this
Form
8-K,
stating that the Company expects to effect a reverse stock split (the Reverse Stock Split) of the Common Stock outstanding as of April 17, 2018 (the Record Date), in
connection with an anticipated uplisting of the Common Stock to the Nasdaq Stock Market, subject to postponement at the discretion of the Board of Directors of the Company (the Board). The Reverse Stock Split will be effected at a whole
number ratio between
one-for-two
and
one-for-fifteen,
to be determined by the Board of
Directors prior to the Record Date. The Reverse Stock Split is expected to be effective on or about April 19, 2018, subject to postponement or withdrawal at the discretion of the Board. The Reverse Stock Split was previously approved by the
stockholders of the Company at a special meeting on November 1, 2017.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict,
including statements regarding the Companys current and proposed trials and studies and their enrollment, results, costs and completion. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well
as words such as believes, hopes, intends, estimates, expects, projects, plans, anticipates and variations thereof, or the use of future tense, identify
forward-looking statements, but their absence does not mean that a statement is not forward-looking. The Companys forward-looking statements are not guarantees of performance and actual results could differ materially from those contained in
or expressed by such statements. In evaluating all such statements, the Company urges investors to specifically consider the various risk factors identified in the Companys Form 10-K for the fiscal year ended May 31, 2017 in the section titled
Risk Factors in Part I, Item 1A, any of which could cause actual results to differ materially from those indicated by the Companys forward-looking statements.
The Companys forward-looking statements reflect its current views with respect to future events and are based on currently available financial,
economic, scientific, and competitive data and information on current business plans. Investors should not place undue reliance on the Companys forward-looking statements, which are subject to risks and uncertainties relating to, among other
things: (i) the sufficiency of the Companys cash position and the Companys ongoing ability to raise additional capital to fund its operations, (ii) the Companys ability to complete its Phase 2b/3 pivotal combination
therapy trial for PRO 140 (CD02) and to meet the FDAs requirements with respect to safety and efficacy to support the filing of a Biologics License Application, (iii) the Companys ability to meet its debt obligations, if any,
(iv) the Companys ability to identify patients to enroll in its clinical trials in a timely fashion, (v) the Companys ability to achieve approval of a marketable product, (vi) design, implementation and conduct of clinical
trials, (vii) the results of the Companys clinical trials, including the possibility of unfavorable clinical trial results, (viii) the market for, and marketability of, any product that is approved, (ix) the existence or development
of vaccines, drugs, or other treatments for infection with the Human Immunodeficiency Virus that are viewed by medical professionals or patients as superior to the Companys products, (x) regulatory initiatives, compliance with
governmental regulations and the regulatory approval process, (xi) general economic and business conditions, (xii) changes in foreign, political, and social conditions, and (xiii) various other matters, many of which are beyond the
Companys control. Should one or more of these risks or uncertainties develop, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated, or otherwise
indicated by the Companys forward-looking statements.
The Company intends that all forward-looking statements made in this Current Report on Form
8-K will be subject to the safe harbor protection of the federal securities laws pursuant to Section 27A of the Securities Act of 1933, as amended, to the extent applicable. Except as required by law, the Company does not undertake any
responsibility to update these forward-looking statements to take into account events or circumstances that occur after the date of this Current Report on Form 8-K. Additionally, the Company does not undertake any responsibility to update investors
upon on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements.