CytoDyn Inc. Form 8-K (Sept. 3, 2021)

Summary

Form 8-K current report of CytoDyn Inc. dated September 3, 2021 for an event of September 2, 2021. Under Item 8.01 it reports a press release highlighting a Stipulated Order issued by the federal court in Delaware on September 1, 2021. The company describes the order as requiring the activist group led by Paul Rosenbaum and Bruce Patterson to comply with the federal securities laws. The press release and the Stipulated Order are furnished as Exhibits 99.1 and 99.2.

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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): September 3, 2021 ( September 2, 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 September 2, 2021, CytoDyn Inc. (the “Company”) issued a press release highlighting a Stipulated Order, issued by the United States District Court in Delaware on September 1, 2021 (the “Stipulated Order”), ordering the activist group led by Paul Rosenbaum and Bruce Patterson to comply with the federal securities laws.

Copies of the press release and the Stipulated 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 September 2, 2021
99.2 | Stipulated Order, dated September 1, 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: September 3, 2021 | CYTODYN INC.
By: | /s/ Antonio Migliarese
Antonio Migliarese
Chief Financial Officer

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SEC_CYDY_8-K_filed2021-09-03_0001193125-21-264781.htm

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Our copy

SEC_CYDY_8-K_filed2021-09-03_0001193125-21-264781.htm

Original

www.sec.gov

Exhibits

Exhibit 99.1: CytoDyn Inc., "CytoDyn Highlights Court Ordering Rosenbaum/Patterson Group To Comply With The Federal Securities Laws"
Exhibit 99.2: CytoDyn Inc. v. Rosenbaum, No. 1:21-cv-01139-MN (D. Del.), stipulation and proposed order, Document 35, filed Sept. 1, 2021