CytoDyn Inc 8-K, filed Nov 9, 2023
CytoDyn Inc. (CYDY)
About this 8-K
CytoDyn Inc filed this 8-K on November 9, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 Amendments to the Articles of Incorporation or Bylaws.
On November 9, 2023, 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, par value $0.001 per share, from 1,350,000,000 to 1,750,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
CytoDyn Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on November 9, 2023. On November 9, 2023, the Inspector of Election issued its final report certifying the final voting results for the Annual Meeting, which were as follows:
1.Election of Directors.
Nominee | | For | | Withheld | | Broker Non-Votes |
Tanya Durkee Urbach | | 338,738,111 | | 36,531,676 | | 175,152,701 |
Stephen M. Simes | | 343,574,264 | | 31,695,523 | | 175,152,701 |
Ryan M. Dunlap | | 343,231,340 | | 32,038,447 | | 175,152,701 |
Lishomwa C. Ndhlovu, M.D., Ph.D. | | 342,240,886 | | 33,028,901 | | 175,152,701 |
Karen J. Brunke, Ph.D. | | 343,228,818 | | 32,040,969 | | 175,152,701 |
The stockholders elected each of the Company’s director nominees to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.
2. Advisory vote on compensation of named executive officers.
For | | Against | | Abstentions | Broker Non-Votes |
297,528,035 | 63,576,401 | 14,165,351 | 175,152,701 |
The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
3. Vote to amend the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 1,350,000,000 to 1,750,000,000 shares.
For | | Against | | Abstentions | |
504,658,717 | 42,575,745 | 3,188,026 | |
The stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 1,350,000,000 to 1,750,000,000 shares.
Item 9.01 Financial Statement and Exhibits.
(d) The following exhibit is filed with this Current Report on Form 8-K:
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Exhibit No. | Description |
3.1 | Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc. dated November 9, 2023 |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
| CYTODYN INC. | |
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Date: November 9, 2023 | By | /s/ Antonio Migliarese |
| | Antonio Migliarese |
| | Chief Financial Officer and Interim President |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CYTODYN INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. | The name of the Corporation is CytoDyn Inc. The Corporation was originally incorporated under the name Point NewCo Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 27, 2018 (as amended, the “Certificate of Incorporation”). |
2. | The Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph under Article IV and replacing such paragraph with the following paragraph: |
“The total number of shares of capital stock which the Corporation shall have authority to issue is One Billion Seven Hundred Fifty-Five Million (1,755,000,000), of which (i) One Billion Seven Hundred Fifty Million (1,750,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”
3. | The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
4. | This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
5. | This Certificate of Amendment, and the amendment effected hereby, shall become effective upon filing. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Interim President and Chief Financial Officer on this 9th day of November, 2023.
| CYTODYN INC. | |
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| By: | /s/ Antonio Migliarese |
| Name: | Antonio Migliarese |