Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Director - Scott A. Kelly, M.D.
On October 13, 2022, Scott A. Kelly, M.D. ("Dr. Kelly") provided written notice
to the Board Chair of CytoDyn Inc. (the "Company") of his resignation as a
director of the Company, effective immediately. Dr. Kelly will continue to serve
as the Company's Chief Medical Officer and Head of Business Development.
(d) Appointment of New Director - Stephen M. Simes
On October 13, 2022, the Company's Board of Directors (the "Board") approved the
appointment of Stephen M. Simes ("Mr. Simes") as a director of the Company,
effective October 13, 2022. Mr. Simes fills the vacancy created by the
resignation of Dr. Kelly on October 13, 2022.
Mr. Simes brings extensive experience to our Board through his service as CEO or
a director of a number of pharmaceutical companies, both public and private. His
career in the pharmaceutical industry started over 40 years ago with G.D. Searle
& Co. (now a part of Pfizer Inc.). He currently is Entrepreneur in Residence at
Helix 51 and the Innovation and Research Park of Rosalind Franklin University of
Medicine and Science in North Chicago, Illinois. Mr. Simes also serves as a
director of BioLife4D Corporation, a private company developing a
patient-specific, fully functioning human heart using 3D bioprinting and the
patient's own cells and currently preparing for an IPO. Mr. Simes is also
chairman of the board of Bio-XL Limited, an Israeli company developing products
in oncology. He serves as an advisor for SmartHealth Catalyzer and advises
several emerging companies in varied therapeutic areas, including oncology and
cardiology. Mr. Simes was the CEO of RestorGenex Corporation from 2014 to 2016,
when it was acquired by Diffusion Pharmaceuticals (NASDAQ: DFFN). From 1998 to
2013, Mr. Simes was the President and CEO of BioSante Pharmaceuticals, which was
acquired by ANI Pharmaceuticals Inc. (NASDAQ: ANIP) in June 2013. He previously
served on the boards of directors of Therapix Biosciences (2016-2020),
RestorGenex Corporation (2014-2016), Ceregene, Inc. (2009-2013), BioSante
Pharmaceuticals (1998-2013), Unimed Pharmaceuticals, Inc. (1994-1997),
Bio-Technology General (1993-1995), and Gynex Pharmaceuticals, Inc. (1989-1993).
Stephen has a BSc in Chemistry from Brooklyn College of the City University of
New York and an MBA from New York University.
There are no transactions in which Mr. Simes has an interest requiring
disclosure under Item 404(a) of Regulation S-K. There are no family
relationships between him and any other executive officer or director of the
Company. Mr. Simes will be compensated for his services as a director consistent
with the Company's compensation policies for nonemployee directors approved by
the Board's Compensation Committee for fiscal 2023, including annual cash
retainers for service as directors and as members of Board committees, and
grants of stock options under the Company's Amended and Restated 2012 Equity
Incentive Plan. There is no other arrangement or understanding between Mr. Simes
and any other persons or entities pursuant to which Mr. Simes was appointed as a
director of the Company.
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