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 24, 2016  

 

 

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-49908   75-3056237

(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

 

 

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))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 24, 2016, CytoDyn Inc. (the “ Company ”) filed with the Secretary of State of Delaware a Certificate of Amendment (the “ Certificate of Amendment ”) to its Certificate of Incorporation (the “ Certificate of Incorporation ”), increasing the number of authorized shares of common stock of the Company from 250,000,000 to 350,000,000 shares. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. The Company’s shareholders approved the Certificate of Amendment at an annual meeting of the shareholders on August 24, 2016 (the “ Annual Meeting ”), as more specifically described under Item 5.07 below.

 

Item 5.07 Submission of Matters to a Vote of Security Holders .

The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on July 20, 2016.

Proposal No. 1 – Election of seven directors . The stockholders elected seven directors, each for a one-year term:

 

Nominee

   Shares
Voted For
     Shares
Withheld
     Broker Non-
Votes
 

Nader Z. Pourhassan, Ph.D.

     63,200,530         4,199,738         17,235,067   

Denis R. Burger, Ph.D.

     63,788,462         3,611,806         17,235,067   

Anthony D. Caracciolo

     63,414,946         3,985,322         17,235,067   

Carl C. Dockery

     63,533,853         3,866,415         17,235,067   

Gregory A. Gould

     63,406,946         3,993,322         17,235,067   

A. Bruce Montgomery, M.D.

     63,562,945         3,837,323         17,235,067   

Jordan G. Naydenov

     63,461,853         3,938,415         17,235,067   

Proposal No. 2 – Amendment to Certificate of Incorporation to Increase the Number of Authorized Shares . The stockholders approved a proposal to amend the Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 250,000,000 to 350,000,000 by the votes set forth in the table below:

 

For

  

Against

  

Abstained

  

Broker Non-Vote

71,888,688    12,476,859    269,788    0

Proposal No. 3 – Approval of Reverse Stock Split . The stockholders approved a proposal to effect a reverse stock split at a ratio of any whole number between one-for-two and one-for-eight, as determined by the board of directors, at any time before August 24, 2017, if and as determined by the Company’s board of directors.

 

For

  

Against

  

Abstained

  

Broker Non-Vote

68,419,004    15,599,929    616,402    0

Proposal No. 4 – Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders approved to select Warren Averett, LLC as the Company’s independent registered public accounting firm to examine the financial statements of the Company for the fiscal year ending May 31, 2017.

 

For

  

Against

  

Abstained

  

Broker Non-Vote

82,976,003    1,514,911    144,421    0


Proposal No. 5 – Advisory Vote on Executive Compensation. The stockholders approved the compensation paid to the Company’s executive officers.

 

For

  

Against

  

Abstained

  

Broker Non-Vote

51,389,460    9,640,022    6,370,786    17,235,067

 

Item 9.01 Financial Statements and Exhibits .

 

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc.


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 24, 2016     By:   /s/ Michael D. Mulholland
    Name:   Michael D. Mulholland
    Title:   Chief Financial Officer


Exhibit Index

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CYTODYN INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

  1. The name of the Corporation is CytoDyn Inc. The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of the State of Delaware on January 12, 2015 and amended its original Certificate of Incorporation by the filing of a Certificate of Amendment with the Secretary of state of the State of Delaware on March 18, 2016 (as so amended, the “Certificate of Incorporation”).

 

  2. The Certificate of Incorporation of the Corporation is hereby amended to increase the authorized shares of the Corporation’s common stock by deleting the first paragraph under Article IV, and replacing such paragraph with the following:

“The total number of shares of capital stock which the Corporation shall have authority to issue is Three Hundred Fifty Five Million (355,000,000), of which (i) Three Hundred Fifty Million (350,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million Shares (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”

 

  3. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

  4. This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby shall be effective immediately upon filing.

[ Signature Page Follows ]


IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer on this 24 day of August, 2016.

 

CYTODYN INC.
By:   /s/ Nader Z. Pourhassan
Name: Nader Z. Pourhassan
Title: President and Chief Executive Officer