CytoDyn Inc
For the period ended May 31, 2024. Filed Aug 15, 2024.
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FY2024 · Filed Aug 15, 2024
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Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1)Consolidated Financial Statements
The consolidated financial statements for the fiscal years ended May 31, 2024, and 2023 are included under Part II, Item 8 of this report.
(2)Financial Statement Schedules:
All schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
(3)Exhibits
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| · · · · Incorporated by Reference | ||||||
| ExhibitNo · Description · Filed Herewith · Form · Exhibit No. · Filing Date | ||||||
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| 2.1 | | Asset Purchase Agreement, dated as of July 25, 2012, between CytoDyn Inc. and Progenics Pharmaceuticals, Inc | | 8-K | 10.1 | 7/30/2012 |
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| 3.1 | | Amended and Restated Certificate of Incorporation, as amended through November 9, 2023 | | S-1 | 3.1 | 2/7/2024 |
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| 3.2 | | Amended and Restated Bylaws of CytoDyn Inc. | | 8-K12G3 | 3.2 | 11/19/2018 |
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| 4.1 | | Description of the Registrant’s Capital Stock | | S-1 | 4.1 | 2/7/2024 |
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| 4.2 | | Form of Common Stock Certificate | | 8-K12G3 | 4.1 | 9/1/2015 |
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| 4.3 | | Form of Warrant Agreement (Private Offerings) | | 8-K | 4.1 | 9/4/2018 |
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| 4.4 | | Form of Warrant Agreement (Registered Offerings) | | 8-K | 4.1 | 4/5/2019 |
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| 4.5 | | Form of Warrant Agreement (Series C Convertible Preferred Stock Offering) | | 8-K | 4.1 | 3/20/2019 |
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| 4.6 | | Form of Warrant Agreement (Series C Convertible Preferred Stock Offering) | | 8-K | 4.1 | 10/22/2019 |
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| 4.7 | | Form of Warrant Agreement (Series D Convertible Preferred Stock Offering) | | 8-K | 4.1 | 2/3/2020 |
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| 4.8 | | Form of Warrant to Purchase Common Stock (December 2018 Convertible Note Offering) | | 8-K | 4.2 | 1/3/2019 |
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| 4.9 | | Form of Warrant to Purchase Common Stock | | 8-K | 4.1 | 1/31/2019 |
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| 4.10 | | Form of Common Stock Purchase Warrant | | 8-K | 4.1 | 8/29/2019 |
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| 4.11 | | Form of Common Stock Purchase Warrant | | 8-K | 4.1 | 12/27/2019 |
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| 4.12 | | Warrant to Purchase Common Stock by and between CytoDyn Inc. and Iliad Research and Trading, L.P. | | 8-K | 4.2 | 1/31/2019 |
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| 4.13 | | Secured Convertible Promissory Note between CytoDyn Inc. and Streeterville Capital, LLC, dated April 2, 2021 | | 8-K | 4.1 | 4/8/2021 |
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| 4.14 | | Secured Convertible Promissory Note between CytoDyn Inc. and Uptown Capital, LLC, dated April 23, 2021 | | 8-K | 4.1 | 4/29/2021 |
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| 4.15 | | Form of Warrant | | 8-K | 4.1 | 9/7/2021 |
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| 4.16 | | Initial Warrant Issued under Surety Bond Backstop Agreement | | 8-K | 4.1 | 2/17/2022 |
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| 4.17 | | Make-Whole Warrant Issued under Surety Bond Backstop Agreement | | 8-K | 4.2 | 2/17/2022 |
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| 4.18 | | Warrant Issued to Richard G. Pestell | | 10-K | 4.22 | 8/15/2022 |
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| 4.19 | | Initial Warrant Issued under Surety Bond Backstop Extension | | 10-K | 4.19 | 9/14/2023 |
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| 4.20 | | Subsequent Warrant Issued under Surety Bond Backstop Extension | | 10-K | 4.20 | 9/14/2023 |
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| 10.1 | | Development and License Agreement between Protein Design Labs, Inc. (to which AbbVie Biotherapeutics Inc. is successor in interest) and Progenics Pharmaceuticals, Inc. (to which CytoDyn Inc. is successor in interest) effective as of April 30, 1999, as amended by letter agreement dated November 24, 2003 | | 10-K | 10.21 | 8/29/2013 |
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| 10.2 | | License Agreement between CytoDyn Inc. and Lonza Sales AG dated July 29, 2015 | | 8-K/A | 10.1 | 8/19/2015 |
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| 10.3 | | Development and Manufacturing Services Agreement, dated as of November 9, 2016, by and between CytoDyn Inc. and CMC ICOS Biologics, Inc. | | 10-Q | 10.4 | 4/13/2017 |
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| 10.4 | | Work Statement No. 01, dated as of November 9, 2016, by and between CytoDyn Inc. and CMC ICOS Biologics, Inc. | | 10-Q | 10.5 | 4/13/2017 |
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| 10.5 | | Form of Indemnification Agreement | | 10-Q | 10.2 | 10/9/2018 |
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| 10.6 | | Security Agreement between CytoDyn Inc. and Streeterville Capital, LLC, dated April 2, 2021 | | 8-K | 10.2 | 4/8/2021 |
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| 10.7 | | Security Agreement between CytoDyn Inc. and Uptown Capital, LLC, dated April 23, 2021 | | 8-K | 10.2 | 4/29/2021 |
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| 10.8* | | CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) | | 10-Q | 10.4 | 1/9/2023 |
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| 10.9* | | Form of Stock Option Award Agreement for Executive Employees under the 2012 Plan | | 10-K | 10.43 | 8/14/2020 |
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| 10.10* | | Form of Stock Option Award Agreement for Non-Employee Directors under the 2012 Plan | | 10-K | 10.9 | 8/29/2013 |
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| 10.11* | | Form Stock Option Award Agreement (For Non-Employee Directors) | | 10-Q | 10.2 | 1/9/2023 |
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| 10.12* | | Form Stock Option Award Agreement (For Executives) | | 10-Q | 10.3 | 1/9/2023 |
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| 10.13* | | Employment Agreement between CytoDyn Inc. and Tyler Blok, effective August 15, 2023 | | 10-Q | 10.1 | 10/23/2023 |
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| 10.14* | | Consulting Agreement between the Company and Rapid Deployment LLC | | 10-Q | 10.1 | 4/15/2024 |
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| 10.15* | | Employment Agreement between the Company and Jacob P. Lalezari, M.D., dated January 26, 2024 | | 8-K | 10.1 | 1/29/2024 |
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| 21 | | Subsidiaries of the Registrant | X | | | |
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| 23.1 | | Consent of Macias Gini & O’Connell LLP | X | | | |
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| 23.2 | | Consent of Marcum LLP | X | | | |
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| 31.1 | | Certification of Principal Executive Officer under Rule 13a-14(a) | X | | | |
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| 31.2 | | Certification of Interim Chief Financial Officer under Rule 13a-14(a) | X | | | |
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| 32 | | Certification of Principal Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | X | | | |
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| 101.INS | | Inline XBRL Instance Document | X | | | |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | X | | | |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | | | |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | | | |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | X | | | |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | | | |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | | | |
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- Management contract, compensatory plan or arrangement
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