UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 22, 2019
CytoDyn Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-49908 | 83-1887078 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1111 Main Street, Suite 660 Vancouver, Washington |
98660 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants 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) |
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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)) |
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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 |
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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 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the Certificate of Amendment) to its Certificate of Incorporation, increasing the total number of authorized shares of common stock, par value $0.001 per share, to 700,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2019, the Company held a special meeting of stockholders (the Special Meeting) at which certain proposals were submitted to a stockholder vote. A total of 239,454,698 shares were represented in person or by proxy at the Special Meeting, out of 314,431,264 shares outstanding and entitled to vote as of the record date. The final results for each of the proposals are set forth below. A more detailed description of each proposal is set forth in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2019.
Proposal No. 1 Certificate of Amendment to Increase the Number of Authorized Shares. The stockholders approved a proposal to amend the Companys Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 600,000,000 to 700,000,000 by the votes set forth in the table below:
Shares Voted For |
Shares Voted Against |
Abstentions |
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205,035,155 | 30,677,972 | 3,741,571 |
Proposal No. 2 Amendment to the 2012 Equity Incentive Plan to Increase the Total Number of Shares Authorized for Issuance. The stockholders approved a proposal to increase the total number of shares authorized for issuance under the Companys 2012 Equity Incentive Plan from 15,000,000 to 25,000,000 by the votes set forth in the table below:
Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-votes |
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136,673,624 | 32,719,450 | 3,065,885 | 66,995,739 |
Proposal No. 3 Adjournment of the Special Meeting. The stockholders approved a proposal to adjourn the Special Meeting to solicit more proxies in the event insufficient proxies were present at the Special Meeting to approve the preceding proposals by the votes set forth in the table below:
Shares Voted For |
Shares Voted Against |
Abstentions |
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209,999,466 | 27,058,203 | 2,397,029 |
Item 9.01. Financial Statements and Exhibits.
(d) |
Exhibit
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Description. |
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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. | ||||||||
May 22, 2019 | By: | /s/ Michael D. Mulholland | ||||||
Name: | Michael D. Mulholland | |||||||
Title: | Chief Financial Officer |
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 present name of the Corporation is CytoDyn Inc. The Corporation was originally incorporated under the name Point NewCo Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 27, 2018 (as amended, the Certificate of Incorporation). |
2. |
The Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph under Article IV and replacing such paragraph with the following paragraph: |
The total number of shares of capital stock which the Corporation shall have authority to issue is Seven Hundred and Five Million (705,000,000), of which (i) Seven Hundred Million (700,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the Common Stock), and (ii) Five Million (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 has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
5. |
This Certificate of Amendment, and the amendment effected hereby, shall become effective 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 22nd day of May, 2019.
CYTODYN INC. | ||
By: | /s/ Nader Z. Pourhassan, Ph.D. | |
Name: | Nader Z. Pourhassan |