Form 4 - Statement of changes in beneficial ownership of securities
October 30 2024 - 8:47PM
Edgar (US Regulatory)
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| 1111 MAIN STREET, SUITE 660 |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc.
[ CYDY ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
10/28/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Non-qualified stock option (right to buy) |
$0.13
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10/28/2024 |
|
A |
|
800,000
|
|
|
10/28/2034 |
Common Stock |
800,000 |
$0
|
800,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Tyler Blok, Attorney-in-Fact for Lishomwa C Ndhlovu |
10/30/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned hereby appoints each of the following
persons, signing singly, as the undersigned's true and lawful attorney-in-fact:
Jacob Lalezari (Chief Executive Officer);
Mitchell Cohen (Chief Financial Officer);
Tyler Blok (Corporate Secretary); and
Nathan Fox (Director of Accounting & SEC
Reporting).
The undersigned hereby authorizes each of the foregoing persons to:
| 1. | Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the CytoDyn Inc.’s Company, Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file
in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company, including forms required to
generate codes for the Securities and Exchange Commission's electronic filing system; and |
| 2. | Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form
or report with the United States Securities and Exchange Commission and any stock exchange or similar authority as appropriate. |
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, and the Company is not assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer subject to Section 16 of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed, effective as of February 1, 2024.
| |
/s/
Lishomwa Ndhlovu |
| |
Lishomwa Ndhlovu |
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned hereby appoints each of the following
persons, signing singly, as the undersigned's true and lawful attorney-in-fact:
Jacob Lalezari (Chief Executive Officer);
Mitchell Cohen (Chief Financial Officer);
Tyler Blok (Corporate Secretary); and
Nathan Fox (Director of Accounting & SEC
Reporting).
The undersigned hereby authorizes each of the foregoing persons to:
| 1. | Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the CytoDyn Inc.’s Company, Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file
in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company, including forms required to
generate codes for the Securities and Exchange Commission's electronic filing system; and |
| 2. | Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form
or report with the United States Securities and Exchange Commission and any stock exchange or similar authority as appropriate. |
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, and the Company is not assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer subject to Section 16 of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed, effective as of February 1, 2024.
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/s/
Lishomwa Ndhlovu |
| |
Lishomwa Ndhlovu |
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