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Yup. Approval of that plan was by more than 50% of shareholder votes on 30Sep2020.
Begins to make one ask...."So who's counting the votes anyways?"....
!!! UPDATE !!! UPDATE !!! UPDATE !!!
TLDR; Only 25,889,377 shares left in the Amended 2012 Equity Incentive Plan share pool.
theswordman, Many apologies for my previous posting as it was incorrect. I left out some critical information in my initial posting - remember the Great Stock Robbery of 9/30/2020? Ya, that was one that I left out....and a couple of others... Well, no one fact checked so I had to do it by myself, AND...AND...no one held my beer for me....so technically I can't be held responsible...but for certain that I'm certain that the following corrected info is corrected.....I did not stay at a Holiday Inn Select last night, nor should this be considered financial advice of any sorts....so, there....and that EVERGREEN SH#T still burns my a$$.....
Long answer.....
So, back in Sep 2020 a shareholder vote was held, plus several announcements in the preceding couple of months, that was part of CytoDyn's Annual Shareholder Meeting. Item number TWO on the ballot was titled "Approval of the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan". That should perk some ears up on what I'm about to lay down....so here goes.....oh, heck....I'm lazy....so I'll just quote some of the juicy parts....
Reasons for the Amended and Restated 2012 Equity Incentive Plan (See page 12): The primary reasons for amending and restating our 2012 Equity Incentive Plan are to increase the number of shares of common stock authorized for issuance under the 2012 Plan by 25,000,000 shares, to add an evergreen renewal provision to the 2012 Plan, and to extend the term of the 2012 Plan to September 30, 2030. Other amendments reflected in the Amended and Restated 2012 Plan include a limit on nonemployee director awards and incentive stock option awards, and certain technical and clarification changes.
Effect of Approving the Amended and Restated 2012 Equity Incentive Plan (See page 11): If the Amended and Restated 2012 Equity Incentive Plan is approved, the total number of shares of Common Stock available for grant under the Plan will be increased from 25,000,000 shares to 50,000,000 shares, the number of shares available to be issued under the Plan will be increased each fiscal year in an amount equal to 1% of the total outstanding shares on the last day of our prior fiscal year, and the term of our plan will be extended for an additional ten years.
......
....We currently have 800,897 shares available for issuance under our 2012 Equity Incentive Plan, which is not sufficient to cover the grants we have already made to our executive officers and non-employee directors for fiscal year-end 2021, nor will it be sufficient to cover grants we need to make to our employees and new hires in the future.
.....and extend the term of the 2012 Plan to September 30, 2030. The Amended and Restated 2012 Plan also includes an amendment to provide that the maximum number of shares of common stock that are available for issuance under the Plan will be increased annually on the first day of the Company’s fiscal year by an amount that is equal to 1% of the outstanding shares of all classes of the Company’s common stock on the last day of immediately preceding fiscal year (the “Evergreen Increase”).
So, I guess NP's SPAM folder was filled up with requests for interested parties wanting to sign up for important CytoDyn announcements. It's no wonder they didn't get the memo....so let me recap and explain a bit.
TLDR; Only 37,641,447 shares left in the Amended 2012 Equity Incentive Plan sharepool.
Long answer.....
So, back in Sep 2020 a shareholder vote was held, plus several announcements in the preceding couple of months, that was part of CytoDyn's Annual Shareholder Meeting. Item number TWO on the ballot was titled "Approval of the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan". That should perk some ears up on what I'm about to lay down....so here goes.....oh, heck....I'm lazy....so I'll just quote some of the juicy parts....
Reasons for the Amended and Restated 2012 Equity Incentive Plan (See page 12): The primary reasons for amending and restating our 2012 Equity Incentive Plan are to increase the number of shares of common stock authorized for issuance under the 2012 Plan by 25,000,000 shares, to add an evergreen renewal provision to the 2012 Plan, and to extend the term of the 2012 Plan to September 30, 2030. Other amendments reflected in the Amended and Restated 2012 Plan include a limit on nonemployee director awards and incentive stock option awards, and certain technical and clarification changes.
Effect of Approving the Amended and Restated 2012 Equity Incentive Plan (See page 11): If the Amended and Restated 2012 Equity Incentive Plan is approved, the total number of shares of Common Stock available for grant under the Plan will be increased from 25,000,000 shares to 50,000,000 shares, the number of shares available to be issued under the Plan will be increased each fiscal year in an amount equal to 1% of the total outstanding shares on the last day of our prior fiscal year, and the term of our plan will be extended for an additional ten years.
......
....We currently have 800,897 shares available for issuance under our 2012 Equity Incentive Plan, which is not sufficient to cover the grants we have already made to our executive officers and non-employee directors for fiscal year-end 2021, nor will it be sufficient to cover grants we need to make to our employees and new hires in the future.
.....and extend the term of the 2012 Plan to September 30, 2030. The Amended and Restated 2012 Plan also includes an amendment to provide that the maximum number of shares of common stock that are available for issuance under the Plan will be increased annually on the first day of the Company’s fiscal year by an amount that is equal to 1% of the outstanding shares of all classes of the Company’s common stock on the last day of immediately preceding fiscal year (the “Evergreen Increase”).
I dunno....maybe in the SEC link provided documenting the merger?
TENTH: All corporate acts, plans, policies, approvals and authorizations of CytoDyn CO, its stockholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the Effective Time shall be taken for all purposes as the acts, plans, policies, approvals and authorizations of the Surviving Corporation and shall be effective and binding thereon as they were on CytoDyn CO. The employees of CytoDyn CO shall become the employees of the Surviving Corporation and continue to be entitled to the same rights and benefits they enjoyed as employees of CytoDyn CO.
I dunno....maybe in the SEC link provided documenting the merger?
FOURTH: The By-laws of Merger Corp. as they shall exist immediately prior to the Effective Time shall be and remain the By-laws of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided or in accordance with applicable law.
Yes. Shocking. They came up with document in 2012....where was CytoDyn incorporated in 2012...oh...ya....in Colorado.
Anyone remember voting on it during the Annual Meeting of Stockholders of CytoDyn Inc. held 30 Sep 2020?
Item #2 on the agenda was:
Approval of the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan
https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-20-237251.html?hash=9ba8ef26185f5e0f973f3b9a92a0f5bed5bbcdb1e745a2dc00265d73e847047a&dest=D32983DDEF14A_HTM#D32983DDEF14A_HTM
And yes, after the votes were tallied it was approved to be amended. Plus, I don't think any changes have been made to it since then. And, this was in Sep 2020....where was the company incorporated in 2020....Oh..ya...in Delaware.
But wait.....didn't anyone hear? CytoDyn (a Colorado Corporation) was merged into CytoDyn (a Delaware Corporation) and a bunch of existing bylaws and plans were consolidated into the new Delaware Corporation.
https://www.sec.gov/Archives/edgar/data/1175680/000119312515309441/d18414dex21.htm
Could have been a pig sitting in my lap and I wouldn't have seen that coming.
Shocked?
Like with a 10,000 volt cattle prod to the nether regions shocked?
Considering those Form 4s specifically said:
( 1 )Represents awards of fully vested shares under the issuer's 2012 Equity Incentive Plan approved by its Compensation Committee of the Board of Directors with a value on the respective date of grant equal to reduction in reporting person's cash salary.
ARTICLE 13
MISCELLANEOUS
13.1 Tax Withholding. The Corporation has the right to deduct from any settlement of any Award under the Plan, including the delivery or Vesting of Shares or Awards, any federal, state, or local taxes of any kind required by law to be withheld with respect to such payments or to take such other action as may be necessary in the opinion of the Corporation to satisfy all obligations for the payment of such taxes. The recipient of any payment or distribution under the Plan has the obligation to make arrangements satisfactory to the Corporation for the satisfaction of any such tax withholding obligations. The Corporation will not be required to make any such payment or distribution under the Plan until such obligations are satisfied.
And if the stated value of these shares is "$0.00", and the value of the shares goes up considerably by the time they are sold....does this mean their capital gains basis is "$0.00" and no one knows what their capital gains impact might be? Maybe other director and employees' tax situations precluded them from entering into this type of deal.
So many unanswered questions. So many. And the reason they're not answered is because no one here knows the answers - just guesses.
I'm wondering if allowing directors and employees to take equity compensation consisting of stock shares in lieu of salary allows those directors and employees to acquire shares even if they are in possession of material nonpublic corporate information which would normally prevent them from purchasing shares....but this is just my opinion....
The crux of the matter is how/what these CytoDyn persons are receiving these shares. It explicitly says on the Form 4:
( 1 )Represents awards of fully vested shares under the issuer's 2012 Equity Incentive Plan approved by its Compensation Committee of the Board of Directors with a value on the respective date of grant equal to reduction in reporting person's cash salary.
In the discretion of the Committee, any Award may be granted alone, in addition to, or in tandem with other Awards under the Plan.
5.2 General. Subject to the limitations of the Plan, the Committee may cause the Corporation to grant Awards to such Participants, at such times, of such types, in such amounts, for such periods, with such option prices, purchase prices, or base prices, and subject to such terms, conditions, limitations, and restrictions as the Committee, in its discretion, deems appropriate. Awards may be granted as additional compensation to a Participant or in lieu of other compensation to such Participant. A Participant may receive more than one Award and more than one type of Award under the Plan.
9.1 Other Stock-Based Awards. The Committee may grant other Awards under the Plan pursuant to which Shares are or may in the future be acquired, or Awards denominated in or measured by Share equivalent units, including Awards valued using measures other than the market value of Shares. Other Stock-Based Awards are not restricted to any specific form or structure and may include, without limitation, Share purchase warrants, other rights to acquire Shares, and securities convertible into or redeemable for Shares. Such Other Stock-Based Awards may be granted either alone, in addition to, or in tandem with, any other type of Award granted under the Plan.
9.2 Combination Awards. The Committee may also grant Awards under the Plan in tandem or combination with other Awards or in exchange of Awards, or in tandem or combination with, or as alternatives to, grants or rights under any other employee plan of the Corporation, including the plan of any acquired entity. No action authorized by this section will reduce the amount of any existing benefits or change the terms and conditions thereof without the Participant’s consent.
Very good stuff. Thank you for sharing.
We need to compare notes with Ohm on this. Might take a few days....might get it done before 2am on 22Jun that any data that was submitted as part of a late breaking abstract can be revealed per the conference embargo policy.
I think it has more to do with him not being in an "executive" position any longer and therefore doesn't qualify for getting shares instead of a paycheck. I think the change came about in mid to late April.
Title up until then: Senior Executive VP of Clinical Operations
Title now: Senior Director of Research and Development
Nice info.
Here's the link right from the USPTO site:
https://appft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=1&f=G&l=50&co1=AND&d=PG01&s1=20220162327&OS=20220162327&RS=20220162327
Also, just Kelly and Pestell as the co-inventors...with the applicant as CytoDyn.
Some deep reading for the next few days to see if there are any hidden surprises in there.
I read that Fife was appealing the decision 10 years after the 60 day appeal period expired....but I was being distracted by something shiny while reading it.
The Fife issues go a little deeper than dismissed without prejudice...and not that I side with Fife either....
https://www.brokeandbroker.com/6376/finra-fife-sdny/
Maybe it's another one of those "political purge" level items that Ms. Urbach has put into place in an effort of removing any trace of NP's existence at CytoDyn.
I heard that they even had him removed from family Holiday photos.
I don't know if Lamarco/Culper Research/Shadyside Partners are still short on CYDY. There were a few CYDY negative reports published on Culper's website and posted on their Twitter feed back in 2020/2021.
Maybe he is....or maybe he's not. I'm still waiting for the SEC to implement the updated Rule 13f-2 reporting. It may not help understand who's shorting the stock in individual smaller accounts due to the fairly high thresholds proposed in the updated SEC rule.
Some additional reading:
https://www.sec.gov/news/press-release/2022-32
https://www.natlawreview.com/article/proposed-new-sec-rule-likely-tool-increased-enforcement-against-short-sellers
I couldn't find anything on the Bob Loblaw Law Blog.
Different rules of law between "activist investors" publishing negative statements versus those who publish positive statements in context of this Lamarco/Culper case.
The items I'm referring to are these:
- Defamation
- Trade Libel
- False Light
- Deceptive Trade Practices
- Unfair Competition
- Aiding and Abetting
I guess one could make the argument of "False Light" or "Aiding and Abetting" in light of positive statements....but I suspect that would be a bit more difficult to argue.
Did anyone see the Stuttgart market for today while US markets are closed? Nice 35000 share bump late in the afternoon there. Decent daily volume by their standards.
https://www.onvista.de/aktien/CYTODYN-INC-Aktie-US23283M1018?notation=162441383&activeType=line&activeTab=T1&displayVolume=true&min=1655704800000&max=1655750634827&zoom=false&scaling=linear&assetName=CYTODYN%20INC&byteworksCharts=true&isPopup=false
So, a while back I posted an update on the court case that a CYDY "activist investor" by the name of Christian Lamarco (operating Culper Research) was defending against. The reason I bring this up is that there is some recent news about this case which could potentially bear directly on CytoDyn's situation.
First a little rehash of my earlier post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=167107999
Since CytoDyn has endured several unflattering hit pieces thrown at it by Citron and Culper Research, plus the recent DOJ/SEC investigations against "short activists", this is certainly something to follow to see if the courts will allow this type of "investor activism". But I'll check up on the case to see which direction things head.
I did a quick lookup and it looks like LIFEMD and LAMARCO et al are still tangling. Last document filed on 17Nov21 by LifeMD declaring no corporate parent or other affiliate.
There have been a couple of "Notice of Removal" and "Motion to Dismiss" by Lamarco et al, but Judge Stickman (wow...wonder if he got a lot of kidding when young with that name...) is keeping it on track.
I think the judge is still mulling things over after Sep/Oct/Nov filings over if the case has merit or not with a bunch of Motion to Dismiss responses by both parties.
This must be costing Lamarco et al a pretty penny. I don't see a "GoFundMe" donation on CulperResearch.com to help offset these costs...wonder who's paying the bills....
Wow. Can you spell LifeMD without Life....which there doesn't seem to be much around here recently.
Just noticed that last week that Judge Stickman is allowing the LifeMD case against Lamarco and Culper to continue - albeit two counts being dismissed. The remaining counts are basically along the lines of defamation and libel that has the potential to set some legal precedents...and not in the favor of those making negative "opinions". Very interesting read in the court filings.
The remaining counts:
- I: Defamation
- II: Trade Libel
- III: False Light
- V: Deceptive Trade Practices
- VI: Unfair Competition
- VIII: Aiding and Abetting
Here's the court filing saying that the case will proceed and NOT be dismissed as Culper/Lamarco had tried to argue. This should be interesting. Lots of "activist investors" short on a stock publishing similar articles that could potentially be in for some further investigation.
Many thanks for the good wishes on a CEO selection. It's an important task.
But why would anyone care.... Things are so, so pathetic....
And still.... Somebody knows something....
Pathetic, isn't it? I have no idea why anyone would even care to post about it since it's so, so pathetic.
Makes one wonder.... Somebody knows something.....
It was rather difficult to understand the intent of "making millions" versus losing BILLIONS at the bottom line.... Because that's what shareholders really care about.... dividends on profit rather than "revenue". Alas, Uber unfortunately doesn't pay dividends, but if they did I might dabble there also.
But I was distracted as I'm still dwelling on why Big Bear Capital, LLC was nowhere to be found in the State of Washington or Oregon Secretary of State filing database....
Interesting 8K announcing Paul Blanchfield's move to COO.
Anyone have background to share that's not in the "official press release" ?
How long has the CEO position been open? I think it's coming up on SIX months now. I recall Uber went about EIGHT months without a CEO back in 2017. It takes a while to find a qualified candidate that most can agree upon.
And what's REALLY interesting about that graphic is that it doesn't show that the pps closed 22% higher than today's opening. Interesting to say the least.
Still...somebody knows something.....
For anyone wanting to see who the current CytoDyn management is they can read up here:
https://www.cytodyn.com/our-team/management-team
Not sure if everyone had heard....but...there is a job opening for the CEO position right now that a qualified candidate is actively being sought for.
And it's a funny thing that a lot of long investors try to keep the facts straight but there are others who spend entire days, weeks, months....even years making inflammatory and misleading statements about the company, the persons involved, the drug....just name it....they'll invest an unbelievable amount of time just to say bad things. I guess it's a fact of life that some will go out of their way just to ensure that others are denied any satisfaction or happiness in life.
Honestly I probably personally know over 100 CYDY investors that have bought on the looooooooooooong plan. And not one of their lives are in ruin. They're a bit frustrated at prior management but see the current management as progressively correcting the wrongs and making the proper amends. And that includes the FDA, NIH, etc. Believe it or not, there's a plan in action. The wheels are now turning at a realistic pace for a pre-revenue biopharma.
....and I'm sort of glad there are no RTT efforts going for leronlimab now. Dr. Fauci was diagnosed with COVID today....he's 81yo. Not a good age to be coming down with the most recent variants of COVID.. But he's got lots of options....
Remdesivir
Paxlovid
etc...
Then there's a 20%+ possibility of Long Haulers....just a shame....just a shame...
Why would anyone want to use OTC shares as collateral for a loan?
They'd have more luck using a toolbox full of tools, a Scag lawnmower, a metro cargo trailer, or a tandem boat trailer.
But I do hear that new construction loans have a lower threshold for funding approval.
Then I'd suggest changing professions....because I haven't lost a dime. Made a bit here and there flipping some lots....but one only loses when they sell at a loss.
Au contraire. Somebody knows something.
NDA doesn't mean "No Data Available".
I would suggest pursuing that Big Bear Capital, LLC line of thought for as long as possible...
As for me....I'm going to do something productive with my time.....
[aaaaahhhhemmmm....cough...cough.....don't look here....]
https://adviserinfo.sec.gov/firm/summary/291847
They must have folded up shop and slid out in the cover of darkness when they discovered the tenant directly upstairs...
https://www.countyoffice.org/washington-attorney-general-vancouver-office-vancouver-wa-ff5/
Ya. My money is on CRD#: 1398840. He's the type that I'd want getting me the best return on my investments.
If you're not cheating, you're not trying.
Yes. And Black-Ops' broker has a cat. So, how does Paulson's payment for raising funds relate to the original thesis of:
Pretty sure everyone knows its the MMs (probably Paulson) running the stock up on air before the stock/co implodes from SEC and DOJ actions imo.
How long do you think Regnum can hold on?
Anyone know who Dr. Jonah Sacha at OREGON HEALTH & SCIENCE UNIVERSITY is and what he does?
https://reporter.nih.gov/project-details/10371617
Looks like he got almost $1M to perform proof-of-concept for basically an effective *CURE* for HIV. Think about that....not a treatment...but a CURE. If this works in the animal studies it could hopefully evolve into Phase I/II/III studies.
Everyone keeps talking about market share for treatment of MDR groups....How about the whole enchilada putting all the HIV treatment BP companies out of the market. And RGMP still has an agreement with CYDY for HIV treatment marketing/distribution/etc.
Interesting....
So...a little something to chew on....
Remember Dr. Jonah Sacha at OREGON HEALTH & SCIENCE UNIVERSITY ?
https://reporter.nih.gov/project-details/10371617
Looks like he got almost $1M to perform proof-of-concept for basically an effective *CURE* for HIV. Think about that....not a treatment...but a CURE. If this works in the animal studies it could hopefully evolve into Phase I/II/III studies.
It appears that the budget will be turned over to the university over a period of a year and the entire project lasting until 31May27.
Everyone keeps talking about market share for treatment of MDR groups....How about the whole enchilada putting all the HIV treatment BP companies out of the market.
Let that soak in for a bit....
Here's a listing of what MM trade in CYDY.
https://www.otcmarkets.com/stock/CYDY/quote#level-2
You can see who under bids and over asks to get an understanding which MM wants the price to go a certain direction as of late.
OK...So, I'm not laughing....more like chortling....
Paulson Investment Company, Inc. (PAUL) does not trade in CYDY on the market as a MM.
You can take a look at which symbols they trade in - 168 of them.
https://www.otcmarkets.com/otc-link/broker-dealer-directory/PAUL
I believe Paulson Investment Company, Inc. goes by the Maker Participant IDentifier (MPID) of PAUL.
https://www.otcmarkets.com/market-activity/broker-dealer-data
Not sure what's so funny about that....maybe somebody farted.