Item 1.01 Entry into a Material Definitive Agreement
On July 24, 2020, CytoDyn Inc. (the "Company") entered into a second amendment
(the "Amendment") to the secured convertible promissory note, as amended, issued
on March 31, 2020 to Iliad Research and Trading, L.P., a Utah limited
partnership (the "Investor") in the initial principal amount of $17.1 million
(the "Note"). The Note was filed as Exhibit 10.1 to the Company's current report
on Form 8-K filed on April 6, 2020. The Amendment to the Note eliminates the
monthly volume limitation on the Investor's sale of Conversion Shares under the
Note.
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 23, 2020, 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, from 700,000,000 to 800,000,000. 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 July 22, 2020, the Company held a special meeting of stockholders (the
"Special Meeting") at which certain proposals were submitted to a stockholder
vote. A total of 403,907,854 shares were represented in person or by proxy at
the Special Meeting out of 519,932,431 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
Company's Definitive Proxy Statement filed with the Securities and Exchange
Commission on June 22, 2020.
Proposal No. 1 - Amendment to the Certificate of Incorporation to increase the
total number of authorized shares. The stockholders approved the proposal to
amend the Company's Certificate of Incorporation to increase the total number of
authorized shares of common stock of the Company from 700,000,000 to 800,000,000
by the votes set forth in the table below:
Shares voted For Shares voted Against Abstentions
341,747,249 60,433,272 1,727,333
Proposal No. 2 - 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 proposal by the votes set forth in the table below:
Shares voted For Shares voted Against Abstentions
350,067,605 43,690,956 10,149,293
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description
3.1 Certificate of Amendment to the Certificate of Incorporation of
CytoDyn Inc. dated July 23, 2020
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