SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 24, 2012
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
(SEC File Number)
(IRS Employer Identification No.)
Registrants 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:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2012, the board of directors (the Board) of CytoDyn Inc. (the Company) increased the size of the Board by one and appointed Nader Pourhassan, the Companys interim President and CEO, to serve as a director of the Company.
Dr. Pourhassan is not currently expected to serve on any Board committees.
No arrangement or understanding exists between Dr. Pourhassan and any other person pursuant to which Dr. Pourhassan was appointed as a director. As an executive officer of the Company, Dr. Pourhassan will not receive any additional compensation for his services as a director of the Company.
On July 27, 2012, the Company entered into a Settlement Agreement and Mutual Release (the Settlement Agreement) with William Carmichael and Mojdeh Javadi (the Plaintiffs). Ms. Javadi is the spouse of Dr. Pourhassan. Pursuant to the Settlement Agreement, the Company issued 200,000 shares of the Companys common stock (Shares) to each of the Plaintiffs. In addition, the Company issued warrants (Warrants) to purchase up to 375,000 Shares to each of the Plaintiffs. The Warrants are fully vested and exercisable at a purchase price of $0.25 per Share. The Company issued the Shares and the Warrants to the Plaintiffs in exchange for their full and complete release of any and all claims against the Company as of July 27, 2012. Pursuant to and in accordance with the Settlement Agreement, on July 30, 2012, the Plaintiffs also dismissed with prejudice and without any award of costs, disbursements or attorneys fees, their amended complaint against the Company filed in the Circuit Court of the State of Oregon for the County of Clackamas. As of May 31, 2012, the Company recognized approximately $540,000 and $388,000 of compensation expense related to the grant of Warrants and the issuance of the Shares, respectively. For more information on this transaction, please see Item 3 - Legal Proceedings in the Companys Annual Report on Form 10-K filed on August 22, 2012, and incorporated by reference herein.
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.