UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
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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 5.03 Amendments to the Articles of Incorporation or Bylaws.
On August 31, 2022, 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 1,000,000,000 to 1,350,000,000. 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 August 31, 2022, the Company held a special meeting of stockholders (the “Special Meeting”) at which one proposal was submitted to a vote of stockholders. A total of 546,627,637 shares were represented in person or by proxy at the Special Meeting out of 809,522,060 shares outstanding and entitled to vote as of the record date. The final results of the vote on the proposal are set forth below. A more detailed description of the proposal is set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 22, 2022.
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 1,000,000,000 to 1,350,000,000 by the votes set forth in the table below:
Shares voted ForShares voted AgainstAbstentions
522,967,334 19,601,702 1,058,601
Item 9.01 Financial Statement and Exhibits.
(d) The following exhibit is filed 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 August 31, 2022 |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |