shareholder lawsuit involving Mr. Caracciolo. Alpha Venture Capital Partners LP, Caracciolo Family Trust, Gregory A. Gould, Law Offices Of Kenneth E. Chyten Defined Benefit Pension Plan,
Gavin Myers, and Martin Peterson, derivatively on behalf of CytoDyn Inc., Plaintiffs, v. Nader Z. Pourhassan, Scott A. Kelly, Michael A. Klump, Jordan G. Naydenov, David F. Welch, Craig S. Eastwood, Michael D. Mulholland, Nitya G. Ray, and Brendan
Rae, Defendants, and CytoDyn Inc., Nominal Defendant, No. 2020-0307-PAF (Delaware Court of Chancery April 24, 2020). Pursuant to the Settlement Agreement, the Company agreed to implement a series of corporate governance reforms, including
adopting a compensation policy related to director and executive officer compensation, and certain defendants agreed to forfeit a substantial portion of the awards granted in December 2019 in exchange for a release of the claims brought against such
defendants and dismissal of the derivative action with prejudice.
On September 10, 2020, the same plaintiffs as in the foregoing
Delaware shareholder derivative lawsuit filed another derivative action against Dr. Pourhassan, claiming Dr. Pourhassan had improperly garnered short-swing profits in violation of Section 16(b) of the Securities Exchange Act of 1934 with
respect to certain personal stock transactions in the Companys stock. Alpha Venture Capital Partners LP, Caracciolo Family Trust, Gregory A. Gould, Law Offices Of Kenneth E. Chyten 401(k) Profit Sharing Plan, Gavin Myers, and Martin Peterson,
derivatively on behalf of CytoDyn Inc., Plaintiffs, v. Nader Z. Pourhassan, Defendant, and CytoDyn Inc., Nominal Defendant, No. 3:20-cv-05909-JLR (Western District of Washington September 10, 2020). On March 12, 2021, Judge James L. Robart
granted in full Dr. Pourhassans motion to dismiss with prejudice. On April 9, 2021, the Plaintiffs filed a Notice of Appeal to the Ninth Circuit Court of Appeals, appealing the decision of Judge James L. Robart. In the appeal, both
parties have submitted opening briefs, and on September 20, 2021, the plaintiff-appellants filed a request for an extension of time to file their reply brief by no later than October 29, 2021. Thus, there has not yet been a resolution of
this case.
On November 2, 2020, Judge Richard Andrews granted in part CytoDyn Inc. and CytoDyn Operations Inc.s motion to
dismiss, dismissing Mr. Pestells claim under the Pennsylvania Wage Payment and Collection Law, but allowing Mr. Pestells defamation and breach of contract claims to proceed. Richard G. Pestell, M.D., Ph.D., Plaintiff, v. CytoDyn Inc.,
CytoDyn Operations Inc., Nader Z. Pourhassan, Ph.D., and Scott A. Kelly, Defendants, M.D., No. 1:19-cv-01563 (District of Delaware August 22, 2019). Currently, the parties are engaged in fact discovery, which is scheduled to end October 27, 2021,
and thus the case has not yet been resolved.
2021
Based upon information provided to the Company by our stockholders, Mr. Rosenbaum began reaching out to stockholders about a potential
proxy contest in March 2021 at the latest.
On April 8, 2021, Mr. Rosenbaum and Mr. Wilmes delivered a letter to the
independent members of the Board outlining concerns regarding certain public disclosures made by the Company. The Board, with the help of independent legal counsel, is looking into the purported concerns raised in their letter.
On May 18, 2021, Mr. Rosenbaum formed CCTV Proxy Group, LLC (CCTV), a Delaware limited liability company, for the
purposes of soliciting support and funding for a proxy contest.
On May 18, 2021, the Company promoted Antonio Migliarese to Chief
Financial Officer.
On May 24, 2021, the Proposing Persons, along with 21 other individuals including Messrs. Pestell and Caracciolo,
filed a beneficial ownership report on Schedule 13D (the Schedule 13D) disclosing a 5.7% ownership position in the Company. The Schedule 13D was later amended on June 8, 2021 to disclose a 7.7% ownership position and to include
Thomas Errico, M.D., and on July 2, 2021 to disclose a 7.3% ownership position and to include Dr. Patterson, Peter Staats, M.D. and Melissa Yeager.
On July 1, 2021, the Company received the Nomination Notice dated June 30, 2021 from the Proposing Persons, purporting to nominate
five directorsThomas Errico, M.D., Bruce Patterson, M.D., Paul A.
10