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CytoDyn Inc. Form 8-K (Aug. 25, 2021)

Summary

Form 8-K current report of CytoDyn Inc. dated August 25, 2021. Under Item 8.01 it reports a press release urging shareholders to ignore the proxy cards sent by the activist group led by Paul Rosenbaum and Bruce Patterson. It also reports that the U.S. District Court of Delaware issued a Memorandum Order granting the company's Motion for Expedited Discovery and Expedited Proceedings in its litigation with the group. The press release and the order, dated August 24, 2021, are furnished as Exhibits 99.1 and 99.2.

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Cite this document

“CytoDyn Inc. Form 8-K (Aug. 25, 2021).” Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-cydy-8-k-filed2021-08-25-0001193125-21-255620-f122683559/, SHA-256 4214122ef1d700466b1d57d3830a022293d3662b8eb3d8749730dcddccdbc88e.

Full text

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 25, 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.

On August 25, 2021, CytoDyn Inc. (the “Company”) issued a press release urging shareholders to ignore the proxy cards being sent by the activist group led by Paul Rosenbaum and Bruce Patterson. The press release also discloses that the U.S. District Court of Delaware issued a Memorandum Order, granting the Company’s Motion for Expedited Discovery and Expedited Proceedings in its litigation with the activist group.

Copies of the press release and the Memorandum Order are included as Exhibits 99.1 and 99.2 to this Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 | Press Release, dated August 25, 2021
99.2 | Memorandum Order, dated August 24, 2021
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 hereunto duly authorized.

Date: August 25, 2021 | CYTODYN INC.
By: | /s/ Antonio Migliarese
Antonio Migliarese
Chief Financial Officer

File and source

File
SEC_CYDY_8-K_filed2021-08-25_0001193125-21-255620.htm
Size
22,622 bytes
SHA-256
4214122ef1d700466b1d57d3830a022293d3662b8eb3d8749730dcddccdbc88e
Our copy
SEC_CYDY_8-K_filed2021-08-25_0001193125-21-255620.htm
Original
www.sec.gov
Exhibits
Exhibit 99.1: CytoDyn Inc., "CytoDyn Urges Shareholders to Ignore Proxy Cards from Rosenbaum/Patterson Group"
Exhibit 99.2: CytoDyn Inc. v. Rosenbaum, C.A. No. 21-1139-MN (D. Del.), memorandum order on expedited discovery, Aug. 24, 2021
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