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): August 18, 2020 (August 13, 2020)
CytoDyn Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-49908 | 83-1887078 | ||
(State or other jurisdiction of incorporation) | (SEC File Number) | (I.R.S. Employer Identification No.) |
1111 Main Street, Suite 660 Vancouver, Washington | 98660 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (360) 980-8524
Not Applicable
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ☐ | 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 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 13, 2020, director David F. Welch, Ph.D. informed the Board of Directors of CytoDyn Inc. (the “Company”) that in light of increasing personal and professional commitments, he would not be seeking re-election to the Board of Directors at the 2020 annual meeting. Dr. Welch’s term will expire effective upon the conclusion of the 2020 Annual Meeting of Stockholders. Dr. Welch’s decision not to stand for re-election was not a result of any disagreement with the Company. The Company thanks Dr. Welch for his service and dedication during his tenure as a member of the Board.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The Company is re-filing the Distribution and Supply Agreement between CytoDyn Inc. and American Regent, Inc., which was filed as Exhibit 10.16 to its Annual Report on Form 10-K filed on August 14, 2020, because the exhibit was missing the legend on the first page of the exhibit indicating that certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
| Exhibit No. | Description | |
| 10.1 | Distribution and Supply Agreement between CytoDyn Inc. and American Regent, Inc. dated July 2, 2020* | |
| * | Certain confidential portions of this Exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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.
| CytoDyn Inc. | ||||||
| August 18, 2020 | By: | /s/ Michael D. Mulholland | ||||
| Name: Michael D. Mulholland | ||||||
| Title: Chief Financial Officer | ||||||