CytoDyn Inc. Files 10-K/A Amendment for Part III Information

TL;DR

CytoDyn filed an amendment to its 10-K to add missing info because they missed the proxy statement deadline.

AI Summary

CytoDyn Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended May 31, 2024, on September 30, 2024. This amendment is primarily to include Part III information, which was initially omitted pending the filing of a definitive proxy statement. The company is filing this amendment because the proxy statement will not be filed within the required 120-day timeframe after the fiscal year-end.

Why It Matters

This filing ensures CytoDyn Inc. meets SEC disclosure requirements by incorporating previously omitted Part III information into its annual report, providing investors with a complete picture of the company's governance and executive compensation.

Risk Assessment

Risk Level: low — This filing is procedural, addressing disclosure timing rather than new financial or operational risks.

Key Numbers

• 120 days — Proxy Statement Deadline (The timeframe within which the definitive proxy statement must be filed to avoid a 10-K amendment.)

Key Players & Entities

• CytoDyn Inc. (company) — Filer of the 10-K/A
• May 31, 2024 (date) — Fiscal year end
• August 15, 2024 (date) — Original Form 10-K filing date
• September 30, 2024 (date) — Filing date of the 10-K/A amendment

FAQ

Key Financial Figures

• $0.001 — itle of class Common Stock, par value $0.001 per share Indicate by check mark if t
• $26.5 million — from 2010 to 2019. As co-leader of the $26.5 million NIH-supported Martin Delaney Collaborat
• $11 million — approaches towards an HIV cure, and the $11 million NIH- funded "SCORCH" consortium, invest
• $40,000 — compensation program provided for: (i) $40,000 in annual cash retainer; (ii) an additi
• $30,000 — ) an additional annual cash retainer of $30,000 for service as Lead Independent Directo
• $20,000 — retainers for committee chairs equal to $20,000 for the Audit Committee, $15,000 for th
• $15,000 — ual to $20,000 for the Audit Committee, $15,000 for the Compensation Committee, and $10
• $10,000 — 000 for the Compensation Committee, and $10,000 for the Nominating and Governance Commi
• $7,500 — ers of $10,000 for the Audit Committee, $7,500 for the Compensation Committee, and $5,
• $5,000 — 500 for the Compensation Committee, and $5,000 for the Nominating and Governance Commi
• $136,800 — option with a grant date fair value of $136,800 and a 10-year term and vesting in equal
• $421,600 — alary for fiscal year 2024 was fixed at $421,600, identical to his salary for fiscal yea

Filing Documents

• cydy-20240531x10ka.htm (10-K/A) — 559KB
• cydy-20240531xex31d3.htm (EX-31.3) — 8KB
• cydy-20240531xex31d4.htm (EX-31.4) — 8KB
• cydy-20240531x10ka004.jpg (GRAPHIC) — 4KB
• 0001558370-24-013091.txt ( ) — 878KB
• cydy-20240531.xsd (EX-101.SCH) — 6KB
• cydy-20240531_def.xml (EX-101.DEF) — 45KB
• cydy-20240531_lab.xml (EX-101.LAB) — 20KB
• cydy-20240531_pre.xml (EX-101.PRE) — 17KB
• cydy-20240531x10ka_htm.xml (XML) — 11KB

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 4

Executive Compensation

Item 11. Executive Compensation 7

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14

Certain Relationships and Related Transactions and Director Independence

Item 13. Certain Relationships and Related Transactions and Director Independence 15

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 17 PART IV 19

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 19

Form 10-K Summary

Item 16. Form 10-K Summary 22

SIGNATURES

SIGNATURES 23 3 Table of Contents PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance Directors Directors of the Company are elected to hold office until the next annual meeting of stockholders, and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The following table sets forth information about our current directors, including their current principal occupation or employment and age as of August 31, 2024: Board committees Director name Age Principal occupation Independent Audit Compensation Nom/Gov Tanya D. Urbach, Board Chair 57 Partner, Eagle Bay Advisors Yes M M C Lishomwa C. Ndhlovu, M.D., Ph.D. 54 Professor, Immunology in Medicine and Neuroscience, Weill Cornell Medicine Yes M Karen J. Brunke, Ph.D. 72 Executive Vice President, Corporate and Business Development, Jaguar Health, Inc. (NASDAQ: JAGX) Yes M Ryan M. Dunlap 54 Chief Financial Officer, Gurobi Optimization Yes C M Stephen M. Simes 72 Independent advisor to companies and organizations in the pharmaceutical industry Yes M C C indicates chair of respective board committee. M indicates member of respective board committee. Tanya D. Urbach. Ms. Urbach has been a director since November 24, 2021, and has served as our Board Chair since January 24, 2022. She is currently Partner/Co-Head for Eagle Bay Family Office, which provides family office and investment advisory services to ultra-high net worth clients. Tanya also provides corporate governance and corporate finance advice to Dynepic, Inc., which provides an integrated platform to power immersive training programs for companies and U.S. military forces. From November 2020 through March 31, 2021, Ms. Urbach was a sole practitioner advising broker-dealers, investment advisors, and their professionals. From January 2019 through October 2020, she was a shareholder at the law firm Markun, Zusman, Freniere & Compton in Portland, Oregon. She served as General Counsel for Pa

Executive Compensation

Item 11. Executive Compensation Director Compensation During the 2024 fiscal year, our non-employee director compensation program provided for: (i) $40,000 in annual cash retainer; (ii) an additional annual cash retainer of $30,000 for service as Lead Independent Director or independent Board Chair, (iii) additional annual cash retainers for committee chairs equal to $20,000 for the Audit Committee, $15,000 for the Compensation Committee, and $10,000 for the Nominating and Governance Committee, (iv) annual cash retainers for committee members of $10,000 for the Audit Committee, $7,500 for the Compensation Committee, and $5,000 for the Nominating and Governance Committee, and (v) an annual grant of a non-qualified stock option with a grant date fair value of $136,800 and a 10-year term and vesting in equal monthly installments through the end of the applicable fiscal year. 2024 Director Compensation Table The table below sets forth certain information regarding the compensation earned by or awarded to each non-employee director for services during the 2024 fiscal year: Stock option Name of non-employee director Cash fees awards (1)(2) Total Tanya D. Urbach (3) $ 97,500 $ 136,800 $ 234,300 Lishomwa C. Ndhlovu, M.D., Ph.D. $ 45,000 $ 136,800 $ 181,800 Karen J. Brunke, Ph.D. $ 47,500 $ 136,800 $ 184,300 Ryan M. Dunlap $ 65,000 $ 136,800 $ 201,800 Stephen M. Simes $ 65,000 $ 136,800 $ 201,800 (1) Stock option awards represent the grant date fair value of the awards pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("ASC 718"), as described in Note 7 to the consolidated financial statements included in the Original Form 10-K, to which reference is hereby made. 7 Table of Contents (2) The shares of common stock underlying stock options held by the non-employee directors as of May 31, 2024, are shown in the table below: Number of shares un

Executive Compensation Policies and Procedures

Executive Compensation Policies and Procedures Our Company believes that our executive compensation program should be designed to attract, motivate and retain highly qualified executives by paying them competitively and rewarding and encouraging individual and superior company performance, on both a short- and long-term basis, thereby aligning our executives' behavior with long-term stockholder interests. The Board's Compensation Committee is tasked with reviewing compensation policies and practices applicable to all executive officers. Effective July 2, 2021, the Compensation Committee adopted a written policy regarding executive compensation to govern the committee in making its determinations and fulfilling its responsibilities. Under the policy, the Compensation Committee will: be composed of at least three members who are independent directors as provided under the Nasdaq Rules or rules of another applicable national securities exchange on which the Company's stock is listed; select and engage one or more independent compensation advisors and receive written recommendations from such advisors to assist the Compensation Committee in determining types and levels of compensation for executive officers and non-employee directors on an annual basis; assess the compensation levels and composition of the Company's peer group annually, based on factors the Compensation Committee deems relevant after discussion with its independent compensation advisor(s), and consider for selection as peers, as deemed appropriate by the Compensation Committee, companies that are operating in the same industries as the Company and have similar market capitalization; consider and approve the compensation elements for the Company's executive officers annually, including the criteria upon which executive compensation is based, the specific relationship of corporate performance to executive compensation, and the composition of executive compensation in terms of base salary, deferred c

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