Current Report Filing (8-k)
August 30 2022 - 04:05PM
Edgar (US Regulatory)
0001175680false00011756802022-08-242022-08-24
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): August 24, 2022
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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83-1887078
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1111 Main Street, Suite
660
Vancouver, Washington 98660
(Address of principal executive offices, including zip code)
(360)
980-8524
(Registrant’s telephone number, including area code)
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:
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☐
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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth
company 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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of
New Director
On August 24, 2022, the Board of Directors (the “Board”) of CytoDyn
Inc. (the “Company”) approved the appointment of Ryan Dunlap (“Mr.
Dunlap”), as a director of the Company, effective August 25, 2022.
The Board also expects to appoint Mr. Dunlap as a member of the
Board’s Audit Committee. Mr. Dunlap fills the vacancy created by
the resignation of Nader Pourhassan on January 24, 2022.
Mr. Dunlap has over 25 years’ experience in finance and operations
leadership at both public and private companies, developing
significant expertise in strategy setting, improving operational
efficiency and effectiveness, fundraising and investor relations,
financial reporting and compliance, and risk management. He is
currently the Chief Financial Officer at Gurobi Optimization, LLC
(“Gurobi”). Prior to joining Gurobi, he spent several years as the
CFO and COO for a growth equity-backed molecular diagnostics
company. Prior to that he served for four years as the CFO of a
publicly traded biotechnology and pharmaceutical sales company.
Earlier in his career, Mr. Dunlap held various financial and
operational leadership roles in large, multinational organizations,
and spent 11 years with various public accounting firms, including
PricewaterhouseCoopers LLP, KPMG LLP, and Moss Adams LLP, where he
provided business assurance and advisory services to both public
and private companies, including companies in the life sciences
industry.
There are no transactions in which Mr. Dunlap has an interest
requiring disclosure under Item 404(a) of Regulation S-K. There are
no family relationships between him and any other executive officer
or director of the Company. Mr. Dunlap will be compensated for his
services as a director consistent with the Company’s compensation
policies for nonemployee directors approved by the Board’s
Compensation Committee for fiscal 2023, including annual cash
retainers for service as directors and as members of Board
committees, and grants of stock options under the Company’s Amended
and Restated 2012 Equity Incentive Plan. There is no other
arrangement or understanding between Mr. Dunlap and any other
persons or entities pursuant to which Mr. Dunlap was appointed as a
director of the Company.
SIGNATURE
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 thereunto duly authorized.
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CYTODYN INC.
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Date: August 30, 2022
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By
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/s/ Antonio Migliarese
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Antonio Migliarese
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Chief Financial Officer
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CytoDyn (QB) (USOTC:CYDY)
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