Form 4 - Statement of changes in beneficial ownership of securities
March 08 2024 - 9:30PM
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). |
|
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)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Executive Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/07/2024
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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)
|
|---|
| 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) |
$0.21
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03/07/2024 |
|
A |
|
3,000,000 |
|
|
03/07/2034 |
Common Stock |
3,000,000 |
$0
|
3,000,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Tyler Blok, attorney-in-fact for Jacob P. Lalezari |
03/08/2024 |
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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 Mitchell Cohen, Tyler Blok, and/or Nathan Fox signing singly, as the undersigned's true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of CytoDyn Inc. (the “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 13, 2024.
| |
/s/ Jacob P. Lalezari |
| |
Jacob P. Lalezari |
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned hereby appoints
each of Mitchell Cohen, Tyler Blok, and/or Nathan Fox signing singly, as the undersigned's true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of CytoDyn Inc. (the “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 13, 2024.
| |
/s/ Jacob P. Lalezari |
| |
Jacob P. Lalezari |
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