Current Report Filing (8-k)
14 February 2018 - 8:38AM
Edgar (US Regulatory)
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): February 7, 2018
CytoDyn Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-49908
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75-3056237
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(State or other jurisdiction
of incorporation)
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(SEC
File Number)
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(I.R.S. Employer
Identification No.)
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1111 Main Street, Suite 660
Vancouver, Washington
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98660
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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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)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 7, 2018, the board of directors of CytoDyn Inc. (the Company) approved an amendment to its director compensation program,
providing for payment in stock options, in lieu of cash, of all unpaid director retainer fees for the four-quarter period ending February 28, 2018. The number shares of common stock for each option awarded to each director was determined by
applying a price of approximately $0.31 per share, which was the fair value estimate per share of the option award as of the grant date, using the Black-Scholes option pricing model. Anthony D. Caracciolo, Executive Chairman, participated in the
distribution, receiving a stock option covering 128,530 shares in exchange for $40,000 in fees payable for his services as a director.
The options
awarded to participating directors each have a per share exercise price of $0.56, which was the closing sale price of the Common Stock on February 7, 2018. The options have a
ten-year
term and are
immediately exercisable.
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.
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CytoDyn Inc.
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February 13, 2018
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By:
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/s/ Michael D. Mulholland
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Name:
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Michael D. Mulholland
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Title:
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Chief Financial Officer
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