Current Report Filing (8-k)
November 09 2018 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2018
CytoDyn Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-49908
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75-3056237
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(State or other jurisdiction
of incorporation)
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(SEC
File Number)
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(I.R.S. Employer
Identification No.)
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1111 Main Street, Suite 660
Vancouver, Washington
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98660
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(360) 980-8524
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03
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Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year
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On November 8, 2018, CytoDyn Inc., a Delaware corporation (the Company), filed with the Secretary of State of the
State of Delaware a Certificate of Amendment (the
Certificate of Amendment
) to its Certificate of Incorporation, increasing the total number of authorized shares of Common Stock to 600,000,000. A copy of the Certificate of
Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. The Companys stockholders approved the Certificate of Amendment at the Companys annual meeting of stockholders (the Annual Meeting) on
November 8, 2018.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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Certain matters were submitted to a vote of stockholders at the Annual Meeting. A total of 187,484,542 shares were represented in person or by proxy at the
Annual Meeting, out of 248,400,949 shares outstanding and entitled to vote as of the record date. The final results for each of the matters submitted are set forth below. Each of the proposals was approved. A more detailed description of each
proposal is set forth in the Companys Proxy Statement filed with the Securities and Exchange Commission on October 15, 2018 (the Proxy Statement).
Proposal No.
1 Election of Seven Directors
. The stockholders elected seven directors, each for a
one-year
term:
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Nominee
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Shares
Voted
For
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Shares
With held
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Broker
Non-
Votes
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Anthony D. Caracciolo
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123,994,507
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15,020,001
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48,470,034
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Nader Z. Pourhassan, Ph.D.
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132,575,465
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6,439,043
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48,470,034
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Carl C. Dockery
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136,609,369
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2,405,139
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48,470,034
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Gregory A. Gould
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124,343,094
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14,671,414
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48,470,034
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Scott A. Kelly, M.D.
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135,385,236
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3,629,272
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48,470,034
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Michael A. Klump
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137,058,574
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1,955,934
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48,470,034
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Jordan G. Naydenov
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135,852,703
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3,161,805
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48,470,034
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Proposal No.
2 Amendment to Certificate of Incorporation to Increase the Number of Authorized
Shares
. The stockholders approved a proposal to amend the certificate of incorporation of the Company (the Certificate of Incorporation) to increase the total number of authorized shares of common stock to 600,000,000, by the votes
set forth in the table below:
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For
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Against
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Abstained
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164,069,609
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22,584,090
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830,843
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Proposal No.
3 Ratification of Selection of Independent Registered Public Accounting Firm.
The stockholders approved the selection of Warren Averett, LLC as independent registered public accounting firm for the fiscal year ending May 31, 2019, by the votes set forth in the table below:
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For
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Against
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Abstained
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182,007,042
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4,454,073
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1,023,427
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Proposal No.
4 Advisory Vote on Executive Compensation.
The stockholders
approved the compensation paid to executive officers, by the votes set forth in the table below:
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For
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Against
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Abstained
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Broker Non-Vote
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107,389,665
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27,193,545
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4,431,298
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48,470,034
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On November 8, 2018, the Company posted an updated version of the investor presentation deck titled PRO
140-
leronlimab to its website at www.cytodyn.com. A copy of the investor presentation is filed as Exhibit 99.1 to this Form
8-K.
The Company does not intend to incorporate any contents from its website into this Form
8-K.
Item 9.01.
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Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CytoDyn Inc.
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November 8, 2018
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By:
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/s/ Michael D. Mulholland
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Name:
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Michael D. Mulholland
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Title:
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Chief Financial Officer
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