CytoDyn Inc. Form 8-K (Aug. 10, 2021)

Summary

Form 8-K current report of CytoDyn Inc., Commission File Number 000-49908, dated August 10, 2021 for an event of August 4, 2021. Under Item 5.02 it reports that directors Alan P. Timmins and Samir R. Patel, M.D., each told the board chairman on August 4, 2021 that he will not stand for reelection at the annual meeting on October 28, 2021. Each intends to serve out his term, and each said his decision was not because of a disagreement with the company. The report is signed by Antonio Migliarese, Chief Financial Officer.

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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

Date of Report (Date of earliest event reported): August 10, 2021 ( August 4, 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2021, Alan P. Timmins and Samir R. Patel, M.D., each notified the Chairman of the Board of CytoDyn Inc. (the “Company”) that he will not be standing for reelection as a director at the Company’s annual meeting of stockholders to be held on October 28, 2021 (the “Annual Meeting”). Each of Mr. Timmins and Dr. Patel advised that he intends to fill out the remainder of his term on the Company’s Board of Directors, which expires as of the Annual Meeting, and indicated that his decision was not because of a disagreement with the Company. The Company thanks each of Mr. Timmins and Dr. Patel for his service and dedication during his tenure as a member of the Board.

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 hereunto duly authorized.

Date: August 10, 2021 | CYTODYN INC.
By: | /s/ Antonio Migliarese
Antonio Migliarese
Chief Financial Officer

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