CytoDyn Inc. Form 8-K (Aug. 5, 2021)

Summary

Form 8-K current report of CytoDyn Inc., Commission File Number 000-49908, dated August 5, 2021. Under Item 8.01 it reports that the company that day filed a lawsuit in the United States District Court for the District of Delaware against Paul A. Rosenbaum, Bruce Patterson, Jeffrey P. Beaty, Arthur L. Wilmes, Thomas J. Errico, Peter Staats, Melissa Yeager and CCTV Proxy Group, LLC. The complaint, as the report describes it, is for misleading stockholders and waging an unlawful proxy contest. The press release announcing the suit is furnished as Exhibit 99.1. The report is signed by Antonio Migliarese, Chief Financial Officer.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 5, 2021

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

Delaware | 000-49908 | 83-1887078
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.)

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:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
None | None | None

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 8.01. Other Events.

Filing of Lawsuit

On August 5, 2021, CytoDyn Inc. (the “Company”) filed a lawsuit in the United States District Court for the District of Delaware against Paul A. Rosenbaum, Bruce Patterson, Jeffrey P. Beaty, Arthur L. Wilmes, Thomas J. Errico, Peter Staats, Melissa Yeager, and CCTV Proxy Group, LLC for misleading stockholders and waging an unlawful proxy contest.

Also on August 5, 2021, the Company issued a press release announcing the filing of the lawsuit. A copy of the press release is included as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 9.01 | Financial Statements and Exhibits

(d) Exhibits

99.1 | Press Release, dated August 5, 2021
104 | Cover Page Interactive Data File (formatted as inline XBRL)

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.

Date: August 5, 2021 | CYTODYN INC.
By: | /s/ Antonio Migliarese
Antonio Migliarese
Chief Financial Officer

File and source

File

SEC_CYDY_8-K_filed2021-08-05_0001193125-21-237708.htm

Size

22,507 bytes

SHA-256

ddddc51b99f5755c2f75ed3de8149638090d2954d5f60ddbf10a3e6780f2f612

Our copy

SEC_CYDY_8-K_filed2021-08-05_0001193125-21-237708.htm

Original

www.sec.gov

Exhibits

Exhibit 99.1: CytoDyn Inc., "CytoDyn Files Lawsuit Against Rosenbaum/Patterson Activist Group for Misleading Shareholders and Waging an Unlawful Proxy Contest"