Cytodyn Inc (CYDY)

[JPG77]

CytoDyn Urges Shareholders to Ignore Proxy Cards from Rosenbaum/Patterson Group

Shareholders Using the Group’s Proxy Card Risk Not Having Their Votes Counted at Annual Meeting

Federal Court Grants CytoDyn’s Motion for Expedited Discovery from the Rosenbaum/Patterson Group

Shareholders Do Not Need to Take Any Action at this Time

VANCOUVER, Wash.--(BUSINESS WIRE)-- The Board of Directors (the “Board”) of CytoDyn Inc. (OTCQB: CYDY) (“CytoDyn” or the “Company”), a late-stage biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, today issued the following statement to shareholders:

“Shareholders may have received proxies from the activist group led by Paul Rosenbaum and Bruce Patterson (the “Rosenbaum/Patterson Group” or the “Group”) seeking your votes to take over a majority of the CytoDyn Board. We urge you to ignore these proxy cards. You will be receiving proxy materials from us in due course and you do not need to take any action at this time.

Troublingly, the Rosenbaum/Patterson Group has failed to disclose, in clear and prominent language, in its proxy materials, that shareholders using the Group’s proxy card risk being disenfranchised and not having their votes counted at all.

As we have publicly stated before, CytoDyn informed the Group on July 30, 2021 that its notice of the nomination of five director candidates for the 2021 Annual Meeting was invalid because it failed to comply with the Company’s by-laws. Therefore, the Group’s director nominations will be disregarded, and no proxies or votes in favor of its nominees will be recognized or tabulated at the 2021 Annual Meeting.

Moreover, please do not be misled by the Group’s claim that “the SEC cleared [the Group] to file [its] definitive Proxy Statement.”1 According to the SEC’s proxy rules, the fact that a proxy statement has been filed with or examined by the SEC staff shall not be deemed a finding by the SEC that such proxy statement is accurate or complete or not false or misleading, or that the SEC has passed upon the merits of or approved any statement contained therein.2

The accuracy of the Group’s proxy statement is at issue in the pending litigation brought by CytoDyn in the U.S. District Court for the District of Delaware.3 The Rosenbaum/Patterson Group previously contended that they had supplemented their proxy statement and that no discovery should proceed because the lawsuit was moot. In a recent development in this case, however, yesterday the federal Court granted the Company’s Motion for Expedited Discovery and Expedited Proceedings, noting “the need for urgent action to avoid potential irreparable harm”. A copy of the Court’s order has been filed with the SEC on a Current Report on Form 8-K.

To reiterate, we urge shareholders to ignore the emails and mailings of the Rosenbaum/Patterson Group. Shareholders do not need to take any action at this time, and will be receiving our proxy materials in the coming weeks. To the extent shareholders have voted on the Group’s proxy card, they can vote on the Company’s proxy card once it becomes available to revoke their vote on the Group’s card. Only the latest-dated proxy card counts.

We will continue to update you on these matters as events warrant. Rest assured that we are focused on acting in the best interests of all shareholders as we work to secure approval for leronlimab and bring its lifesaving potential to market.”

https://www.cytodyn.com/newsroom/press-releases/detail/552/cytodyn-urges-shareholders-to-ignore-proxy-cards-from