0001175680false00011756802023-11-212023-11-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2023

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

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Delaware

000-49908

83-1887078

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1111 Main Street, Suite 660

Vancouver, Washington 98660

(Address of principal executive offices, including zip code)

(360) 980-8524

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

None

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None

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None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.       ☐

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Item 1.02. Termination of Material Definitive Agreement.

On November 21, 2023, Samsung BioLogics Co., Ltd. (“Samsung”), informed CytoDyn Inc., a Delaware corporation (the “Company”), of Samsung’s intent to terminate, effective January 5, 2024, the Master Services Agreement (the “Agreement”) entered into between Samsung and the Company in April 2019. The Agreement provides for Samsung to perform non-exclusive services relating to technology transfer, process validation, manufacturing, pre-approval inspection, vial filling, and supply and storage services for leronlimab bulk drug substance and drug product. Samsung paused manufacturing for all unfulfilled commitments under the Agreement in January 2022. The Company currently holds sufficient leronlimab to conduct its prospective clinical trial(s) in the short term, and will also be continuing its efforts to resolve outstanding issues under the Agreement with Samsung, including the contractual requirements for notice of breach and termination, an extended payment schedule to address any outstanding past due balance, and the continued postponement of manufacturing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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CYTODYN INC.

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Date: November 28, 2023

By 

/s/ Antonio Migliarese

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Antonio Migliarese

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Chief Financial Officer

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v3.23.3
Document and Entity Information
Nov. 21, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 21, 2023
Entity Registrant Name CytoDyn Inc.
Entity Incorporation, State or Country Code DE
Securities Act File Number 000-49908
Entity Tax Identification Number 83-1887078
Entity Address, Address Line One 1111 Main Street
Entity Address, Address Line Two Suite 660
Entity Address, City or Town Vancouver
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98660
City Area Code 360
Local Phone Number 980-8524
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001175680
Amendment Flag false
v3.23.3
N-2
Nov. 21, 2023
Cover [Abstract]  
Entity Central Index Key 0001175680
Amendment Flag false
Securities Act File Number 000-49908
Document Type 8-K
Entity Registrant Name CytoDyn Inc.
Entity Address, Address Line One 1111 Main Street
Entity Address, Address Line Two Suite 660
Entity Address, City or Town Vancouver
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98660
City Area Code 360
Local Phone Number 980-8524
Entity Emerging Growth Company false
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