|
|
|
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
|
(b)
Resignation
of Director – Scott A. Kelly, M.D.
On October 13, 2022, Scott A.
Kelly, M.D. (“Dr. Kelly”) provided written notice to the Board
Chair of CytoDyn Inc. (the “Company”) of his resignation as a
director of the Company, effective immediately. Dr. Kelly will
continue to serve as the Company’s Chief Medical Officer and Head
of Business Development.
(d)
Appointment
of New Director – Stephen M. Simes
On October 13, 2022, the
Company’s Board of Directors (the “Board”) approved the appointment
of Stephen M. Simes (“Mr. Simes”) as a director of the Company,
effective October 13, 2022. Mr. Simes fills the vacancy created by
the resignation of Dr. Kelly on October 13, 2022.
Mr. Simes brings extensive
experience to our Board through his service as CEO or a director of
a number of pharmaceutical companies, both public and private. His
career in the pharmaceutical industry started over 40 years ago
with G.D. Searle & Co. (now a part of Pfizer Inc.). He
currently is Entrepreneur in Residence at Helix 51 and the
Innovation and Research Park of Rosalind Franklin University of
Medicine and Science in North Chicago, Illinois. Mr. Simes
also serves as a director of BioLife4D Corporation, a private
company developing a patient-specific, fully functioning human
heart using 3D bioprinting and the patient’s own cells and
currently preparing for an IPO. Mr. Simes is also chairman of the board
of Bio-XL Limited, an Israeli company developing products in
oncology. He serves as an advisor for SmartHealth Catalyzer and
advises several emerging companies in varied therapeutic areas,
including oncology and cardiology. Mr. Simes was the CEO of
RestorGenex Corporation from 2014 to 2016, when it was acquired by
Diffusion Pharmaceuticals (NASDAQ: DFFN). From 1998 to 2013, Mr.
Simes was the President and CEO of BioSante Pharmaceuticals, which
was acquired by ANI Pharmaceuticals Inc. (NASDAQ: ANIP) in June
2013. He previously served on the boards of directors of Therapix
Biosciences (2016-2020), RestorGenex Corporation (2014-2016),
Ceregene, Inc. (2009-2013), BioSante Pharmaceuticals (1998-2013),
Unimed Pharmaceuticals, Inc. (1994-1997), Bio-Technology General
(1993-1995), and Gynex Pharmaceuticals, Inc. (1989-1993). Stephen
has a BSc in Chemistry from Brooklyn College of the City University
of New York and an MBA from New York University.
There are no transactions in
which Mr. Simes 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. Simes 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. Simes and any other persons or entities
pursuant to which Mr. Simes was appointed as a director of the
Company.