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

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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

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
Item 5.02.

On September 12, 2019, CytoDyn Inc., a Delaware corporation (the “Company”), granted to Scott A. Kelly, M.D., Chairman of the Company’s board of directors (the “Board”), an option to purchase 750,000 shares of its common stock, par value $0.001 per share (“Common Stock”) and to David Welch, Ph.D., a member of the Board, an option to purchase 250,000 shares of Common Stock. The options were granted to the CytoDyn Inc. 2012 Equity Incentive Plan, as amended, and the Consulting Agreement, dated as of July 15, 2019, with each director. The options have a per share exercise price of $0.385, which was the closing sale price of Common Stock on the date of grant, a ten-year term and vested immediately upon granting. Also, on September 12, 2019, the Company and Dr. Welch agreed to amend his Consulting Agreement to eliminate any cash compensation (including previously earned entitlements) thereunder.

On September 12, 2019, the Company held its annual meeting of stockholders (the “Annual Meeting”) where certain matters were submitted to a vote of stockholders. A total of 269,526,155 shares were represented in person or by proxy at the Annual Meeting, out of 376,756,444 shares outstanding and entitled to vote as of the record date. The final results for each of the matters submitted are set forth below. Each of the proposals was approved. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on August 21, 2019 (the “Proxy Statement”).

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

Following the Annual Meeting, the Board reconstituted the members of its board committees. As a result, the board committees are now comprised of the following members: the Audit Committee is comprised of Mr. Klump and Mr. Naydenov, with Mr. Klump serving as chairman; the Compensation Committee is comprised of Mr. Naydenov and Dr. Welch, with Dr. Welch serving as chairman; and the Nominating and Corporate Governance Committee is comprised of Mr. Klump, Dr. Welch and Mr. Naydenov, with Mr. Naydenov serving as chairman.


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.