Exhibit 99.1
CytoDyn Highlights Court Ordering Rosenbaum/Patterson Group To Comply With The Federal Securities Laws
Activist Group Illegally Solicited Shareholders
Continues Pattern by Rosenbaum/Patterson Group of Eschewing Transparency, Misleading Shareholders and Ignoring Proxy Rules
VANCOUVER, Washington September 2, 2021 The Board of Directors (the Board) of CytoDyn Inc. (OTCQB: CYDY)
(CytoDyn or the Company), a late-stage biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, today issued a statement to shareholders commenting on the Court
Order entered yesterday by a United States District Court Judge in the lawsuit brought by CytoDyn against the activist group led by Paul Rosenbaum and Bruce Patterson (the Rosenbaum/Patterson Group, the Activist Group).
In the Stipulated Order entered by the Court relating to the Activist Groups email solicitations that had not been filed with the Securities and
Exchange Commission in violation of SEC Rules, the Court ordered that:
1. The Email Solicitations constitute solicitations for
purposes of the Securities and Exchange Act of 1934 and SEC Rules promulgated thereunder.
2. Defendants shall comply with the federal
securities laws and the SEC Rules, including Rule 14a-6(b), in connection with the subject matter of this proceeding.
The full text of the Order will be filed on Current Report on Form 8-K in due course.
The Board stated:
Once again, the Rosenbaum/Patterson
Group has demonstrated its willingness to eschew transparency, mislead shareholders and violate the law. In this instance, they were caught red-handed and had no choice but to agree to a Court Order obligating
them to comply with federal law and the SEC rules. Shareholders should be highly concerned by this pattern of transgressions on the part of the Activist Group which we believe underscores the Activist Groups and its nominees lack
of fitness to be entrusted with control of CytoDyn and our potentially lifesaving therapeutic drug candidate, leronlimab.
This transgression follows the
Activist Groups continued solicitation of proxies while failing to disclose in clear and prominent language in its materials that shareholders using the Activist Groups proxy card risk being disenfranchised and not having their votes
counted at all. As we have previously announced, CytoDyn informed the Group on July 30, 2021 that its notice of the nomination of five director candidates for the 2021 Annual Meeting was invalid because it failed to comply with the
Companys by-laws. Last week, the Activist Group sued the Company in a different court, the Delaware Court of Chancery, seeking declaratory judgment that their nomination notice was valid. The judge in
this case has scheduled a hearing for October 6, 2021. Unless the judge disagrees with us, the Activist Groups director nominations will be disregarded, and no proxies or votes in favor of its nominees will be recognized or tabulated at
the 2021 Annual Meeting.
To reiterate, we urge shareholders to ignore any further emails or mailings from the Rosenbaum/Patterson
Group. Shareholders do not need to take any action at this time and will be receiving our proxy materials in the coming weeks. To the extent shareholders have voted on the Activist Groups proxy card, they can vote on the Companys
proxy card once it becomes available to revoke their vote on the Activist Groups card. Only the latest-dated proxy card counts.
We will continue to
update you on these matters as events warrant.