CytoDyn Inc. (CYDY)
OTCMKTS · Delayed Price · Currency is USD
0.3100
+0.0010 (0.32%)
Apr 29, 2026, 3:59 PM EST
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EGM 2022

Aug 31, 2022

Operator

Hello and welcome to the special meeting of stockholders of CytoDyn Inc It is now my pleasure to turn today's meeting over to Tanya Durkee Urbach, Chair of the Board of Directors of CytoDyn Inc. Ms. Urbach, the floor is yours.

Tanya Durkee Urbach
Chair of the Board of Directors, CytoDyn

Good morning, ladies and gentlemen. I am Tanya Durkee Urbach, Chair of the Board of Directors of CytoDyn. It is my pleasure to welcome you to today's special meeting of stockholders. We are holding today's meeting as a live virtual webcast. Pursuant to the company's bylaws, I will act as the presiding officer of this meeting. The time is now 9:31 A.M. Pacific Time on August thirty-first, two thousand and twenty-two, and I hereby call this meeting to order and declare the polls open for each matter to be voted upon today. If you were a stockholder of record as of the close of business on July twelfth, two thousand and twenty-two, you may vote your shares by ballot by clicking the Vote icon on the right-hand side of your screen and making your selections.

Antonio Migliarese, our Chief Financial Officer, will act as Secretary of this meeting and record the minutes. We also have members of our Board of Directors and executive team attending our meeting today, as well as Syed Hussaini of Computershare, our transfer agent and inspector of election. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules and procedures for the meeting, which may be accessed on the right-hand side of the virtual meeting console. We do not expect any technical difficulties today. However, in the event we lose our webcast connection or otherwise experience technical difficulties, please allow for some time for these difficulties to be resolved. Our operator may also provide updates through the phone bridge. Special meeting is being held in accordance to the company's organizational documents and Delaware law.

During the meeting, we will address the matters described in the company's proxy statement dated July 21st, 2022. Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting. Questions or comments may be submitted by clicking the Q&A icon on the right-hand side of your screen, typing your question, and clicking Send. You may also submit questions on our business operations and related issues, which will be addressed at our upcoming quarterly investor call to be held in September.

I have proof by affidavit that the notice of Internet availability of proxy materials for the meeting was mailed on or about July 22, 2022 to all stockholders of record at the close of business on July 12, 2022, which was the record date for the meeting. Copies of the proxy statement, including the notice of meeting and the affidavit of mailing, will be filed with the meeting minutes. . We have appointed Syed Hussaini of Computershare to act as the Inspector of Election for this meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has a list of company stockholders of record as of the record date.

A list of the company stockholders of record as of the record date is available for inspection during this meeting on the virtual meeting website. Our proxy solicitor, Alliance Advisors, has advised me that we have present, virtually or by proxy, a majority of the voting power of all issued and outstanding shares of our voting stock entitled to vote at the special meeting. Accordingly, we will proceed with the business of the meeting on the assumption that a quorum is present, pending final confirmation by the Inspector of Election. Let me briefly describe the voting procedures. Stockholders of record as of the close of business on the record date who are attending the meeting may vote their shares by ballot until we announce the polls are closed.

If you have already submitted your vote for your shares, you do not need to vote today by ballot unless you want to change your previous vote. If you wish to vote by ballot today, please access the ballot available on the right-hand side of your console and follow the instructions provided. Voting by ballot at this meeting revokes any prior proxy you may have submitted. Remember, you must submit your ballot before the polls close in order for it to be counted. We will now proceed to vote on approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of our common stock from 1 billion to 1.35 billion. If this proposal is approved by the requisite stockholder vote, then the proposed amendment to Article IV of our Certificate of Incorporation will be adopted.

Our Board of directors has unanimously recommended that you vote for the proposed increase in authorized shares of common stock. The proxy statement for this meeting contains information about the proposal. If you are voting today, you must submit your vote at this time in order for it to be counted by the Inspector of Election. Inspector of Election will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. I will now pause briefly to allow for voting. Based on the proxies received prior to this meeting, sufficient votes have been received to approve the proposed increase in authorized shares of our common stock. Accordingly, there is no need to vote on the other proposal included in the proxy statement for this meeting, and the polls will close shortly.

It is now 9:38 A.M. Pacific Time and the polls are now closed. Based on the preliminary tabulation by our proxy solicitor, we believe that the proposal to approve an amendment to our certificate of incorporation to increase the total number of authorized shares of common stock has been approved. Final vote count will be reported following the final examination of the votes by the Inspector of Election. Final results of voting will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. Final results will also be reported in a current report on Form 8-K. The company will file with the Securities and Exchange Commission within four business days following this meeting. This concludes the formal business of today's meeting of stockholders.

I declare the meeting adjourned at 9:39 A.M. Pacific Time on August 31, 2022. This concludes the meeting. You may now disconnect.

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