CytoDyn Inc. Form 8-K (March 27, 2022)

Summary

A Form 8-K current report of CytoDyn Inc., signed March 30, 2022 by Antonio Migliarese, Chief Financial Officer and Interim President. Under Item 5.02, on March 27, 2022 the Board of Directors approved the appointment of Karen J. Brunke, Ph.D., as a director, subject to satisfactory completion of a background check, to fill the vacancy created by Harish Seethamraju's resignation in December 2021. The Board also expects to appoint her to its Compensation Committee. The report describes her as Executive Vice President of Corporate and Business Development at Jaguar Health, Inc., with over 30 years of biotechnology experience. It states there are no family relationships and no Item 404(a) transactions, and that she will be compensated under the policy for nonemployee directors.

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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 of 1934

Date of Report (Date of earliest event reported): March 30, 2022 ( March 27, 2022 )

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.

Appointment of New Director

On March 27, 2022, the Board of Directors (the “Board”) of CytoDyn Inc. (the “Company”) approved the appointment of Karen J. Brunke, Ph.D., as a director of the Company, subject to satisfactory completion of a background check. The Board also expects to appoint Dr. Brunke as a member of the Board’s Compensation Committee. Dr. Brunke will fill the vacancy created by the resignation of Harish Seethamraju in December 2021.

Dr. Brunke has over 30 years of scientific, operational, clinical, senior executive, and corporate development managerial experience with large and small biotechnology companies. She is currently the Executive Vice President of Corporate and Business Development at Jaguar Health, Inc. (NASDAQ: JAGX). Previously, Dr. Brunke was part of the executive team that merged Mercator Genetics Inc. with Progenitor, a subsidiary of Interneuron Pharmaceuticals, in 1999 and helped take the resulting company public. Dr. Brunke was Chief Operating Officer of Anexus Pharmaceuticals, a subsidiary of the Japanese public company MediBic, responsible for in- and out-licensing assistance for Japanese companies, and was founding Chief Executive Officer of Cardeus Pharmaceuticals, a neuroscience company. Dr. Brunke received her BA in Biochemistry as well as a Ph.D. in Microbiology from the University of Pennsylvania.

There are no transactions in which Dr. Brunke has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between her and any other executive officer or director of the Company. Dr. Brunke will be compensated for her services as a director consistent with the Company’s compensation policies for nonemployee directors described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 14, 2021. Other than the compensation arrangements referenced above, there is no arrangement or understanding between Dr. Brunke and any other persons or entities pursuant to which Dr. Brunke was appointed as a director of the Company.

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.
Date: March 30, 2022 | By | /s/ Antonio Migliarese
Antonio Migliarese Chief Financial Officer and Interim President

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