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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