CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Increase in Shares Authorized under Incentive Plan
On February12, 2017, the board of directors of CytoDyn Inc. (the
Company) approved an amendment to the Companys 2012 Equity
Incentive Plan (the Incentive Plan). The amendment increases the
total number of shares of the Companys common stock, par value
$0.001 per share (the Common Stock), authorized for issuance
thereunder from 7,000,000 to 15,000,000 and modifies certain
other provisions set forth in the amendment. The board believes
that the increase is vital to enable the Company to continue to
attract, retain and incentivize qualified individuals who can
assist the Company in executing its corporate strategy. The
amendment is conditioned on stockholder approval at the 2017
annual meeting of stockholders. A copy of the amendment is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.
Executive Chairman Compensation
On February12, 2017, the compensation committee of the board of
directors granted to Anthony D. Caracciolo, as Executive Chairman
of the Company and a member of its board of directors, a
non-qualified stock option to purchase up to 550,000 shares of
its common stock (the Time-Based Option) and a non-qualified
stock option to purchase up to 450,000 shares of common stock
(the Milestone Option). The grant of the Milestone Option (but
not the Time-Based Option) is conditioned on stockholder approval
of the increase in the number of shares authorized for issuance
under the Incentive Plan at the 2017 annual meeting of
stockholders, and the Milestone Option will not be exercisable
unless and until such approval is obtained.
The Time-Based Option and the Milestone Option each have an a
ten-year term and an exercise price of $0.76, which was the
closing sale price of the Common Stock on February10, 2017 (the
last trading date before the grant date). The Time-Based Option
will vest in equal monthly installments over the next two years,
commencing on the first month following the grant date. Vesting
of the Milestone Option is contingent upon the achievement of
certain strategic milestones specified by the compensation
committee and documented in the relevant award agreement.
Also on February12, 2017, the compensation committee approved an
annual base salary of $200,000 for Mr.Caracciolo.
| Item9.01. | Financial Statements and Exhibits. |
| (d) |
ExhibitNo. |
Description. |
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| 10.1 | Amendment to the 2012 Equity Incentive Plan of CytoDyn Inc. |
About CytoDyn Inc. (OTCMKTS:CYDY)
CytoDyn Inc. is a clinical-stage biotechnology company. The Company is focused on the clinical development and commercialization of humanized monoclonal antibodies to treat Human Immunodeficiency Virus (HIV) infection. The Company’s lead product candidate, PRO 140, belongs to a class of HIV therapies known as entry inhibitors that block HIV from entering into and infecting certain cells. The Company’s product pipeline also includes Cytolin and CytoFeline. Cytolin is a mouse monoclonal antibody developed to identify a specific type of immune cell called a cytotoxic T cell, or cytotoxic T lymphocyte (CTL). CytoFeline is an anti-lymphocyte function-associated antigen-1 (LFA-1) antibody for the treatment of Feline Immunodeficiency Virus (FIV) infection. PRO 140 blocks HIV from entering a cell by binding to a molecule called C-C chemokine receptor type 5 (CCR5). The Company has finished Phase II clinical trials for PRO 140 with demonstrated antiviral activity in man. CytoDyn Inc. (OTCMKTS:CYDY) Recent Trading Information
CytoDyn Inc. (OTCMKTS:CYDY) closed its last trading session down -0.022 at 0.738 with 378,818 shares trading hands.