Replies to post #211099 on Cytodyn Inc (CYDY)

[Cindylou822]

That Thanks to Chuckles was supposed to be a smiley face with heart eyes. I guess you can't emojie here. Sorry

[Chuckles759]

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.

So, as of Sep 1, 2020 there were 800,897 shares remaining to be awarded from the 2012 Equity Incentive Plan pool of 25,000,000 shares. That means [subtract 800,897 from 25,000,000....carry the 9's...now cast them out....] there had been 24,199,103 awarded as of Sep 1, 2020 when the SCHEDULE 14A was filed. Oh...what was that? Yes, how clumsy of me...here's the link:
https://www.sec.gov/Archives/edgar/data/1175680/000119312520237251/d32983ddef14a.htm

Now....since the the vote passed (with a slim margin) to increase the number of shares awardable from the 2012 Equity Incentive Plan from 25,000,000 to 50,000,000 ....plus...this really gets good....

.....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”).

What does that mean? Like the Oprah meme where she's screaming "SHARES !! SHARES FOR EVERYBODY!!!" (If one can sense sarcasm here then the sarcasm sniffer is working....I voted NO on this for all my shares...damn...not enough shares) We'll cover these "evergreen" increases in a bit.

Now...let's go over this link here showing ownership and dates. Since we already know that as of Sep 1, 2020 there were 800,987 shares remaining (again...lazyness and cold beer rule my evening at this point...but I encourage math and fact checks here...), I'll count up all Form 4 "Aquired" entries that cite the 2012 Equity Incentive Plan since Sep 1, 2020....heck...I'll even throw in the ones that don't even mention that....here goes....and sorry bro...."non-qualified stock options (right to buy)" don't count unless it says they're under the 2012 Equity Incentive Plan - most likely they're purchased outright by the employ at a set price and are not considered "Awards". Plus, many of these involve future award dates that have not arrived yet....remember folks - that "evergreen" clause.

10/16/2020 Rahman Mahboob U 200,000 (NOTE 1)
08/05/2021 Migliarese Antonio 3,023 (NOTE 2)
08/06/2021 Recknor Chris P 19,384
10/18/2021 Gardiner Gordon A 225,000 (NOTE 4)
10/18/2021 Patel Samir Rashmikant 225,000 (NOTE 6)
10/18/2021 Timmins Alan P 225,000 (Note 8)
11/24/2021 Gardiner Gordon A 93,750 (NOTE 5)
11/24/2021 Patel Samir Rashmikant 225,000 (Note 7)
11/24/2021 Patel Samir Rashmikant 93,750 (Note 7)
11/24/2021 Patel Samir Rashmikant 12,329 (Note 7)
11/24/2021 Timmins Alan P 36,986 (Note 9)
11/24/2021 Timmins Alan P 225,000 (Note 9)
11/24/2021 Timmins Alan P 112,500 (Note 9)
03/31/2022 Migliarese Antonio 11,683 (NOTE 3)
03/31/2022 Recknor Chris P 12,950
04/15/2022 Recknor Chris P 17,746
04/15/2022 Migliarese Antonio 16,010
04/30/2022 Migliarese Antonio 13,509
05/15/2022 Migliarese Antonio 12,714
05/31/2022 Migliarese Antonio 13,509
06/15/2022 Migliarese Antonio 10,807
1,805,650 SUBTOTAL
OK...now remove Mahboob's unawarded 200,000 shares.
1,605,650 TOTAL

Wow...lots of numbers...let's circle back...
On Sep 1, 2020 - 2012 Equity Incentive Plan balance:
Awarded: 24,199,103
Remaining: 800,897

On Sep 30, 2020 - 2012 Equity Incentive Plan balance after shareholder vote:
Awarded: 24,199,103
Remaining: 25,800,897 (25,000,000 + 800,897)

On Jun 1, 2021 - FIRST anniversary of Amended 2012 Equity Incentive Plan (remember that "evergreen" clause?)
Awarded: 24,199,103 (remember Mahboob's weren't awarded)?
Remaining: 25,800,897 (25,800,897 - 0)
Evergreen: 6,256,800 (625,680,000 Shares Out * 0.01)
Total Rem: 32,057,697 (see why I voted against this??!!!!??)

On Jun 1, 2022 - Second anniversary of Amended 2012 Equity Incentive Plan (remember that "evergreen" clause?)
Awarded: 25,793,946 (24,199,103 + 1,594,843 FY 2022 awards)
Remaining: 30,462,854 (32,057,697 - 1,594,843 FY 2022 awards)
Evergreen: 7,189,400 (718,940,000 Shares Out * 0.01)
Total Rem: 37,652,254 (30,462,854 + 7,189,400)

So, to date:
Awarded shares: 25,804,753 (25,793,946 + 10,807)
Remaining shares: 37,641,447 (37,652,254 - 10,807)

There you have it....

Only 37,641,447 shares left in the Amended 2012 Equity Incentive Plan sharepool.

NOW...DOES EVERYONE UNDERSTAND WHY I LOST MY COOL WHEN I READ THE PROPOSED AMENDMENT UP FOR VOTE ON THE 2012 EQUITY INCENTIVE PLAN SHAREPOOL VOTED ON SEP 30, 2020 !?!!?!?!??

--------------------------------

NOTE 1: Represents restricted stock units vesting annually over 3 years in equal amounts beginning October 16, 2021. Now remember that Mahboob left the company about Apr 5, 2021...so, he wasn't around long enough to get any of these shares. Shame.

NOTE 2: Represents shares received in lieu of 50% of a cash incentive bonus paid for services performed during the fiscal year ended May 31, 2021, which may be paid (a) 100% in cash or (b) 50% in stock and 50% in cash, as determined by the issuer's compensation committee of the board of directors.

NOTE 4: The options will vest in 12 equal monthly installments beginning on August 1, 2021, subject to Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended) through the applicable vesting date.

NOTE 5: The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, the stock option granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on November 30, 2021, with the balance of the unvested portion of such option immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.

NOTE 6: The options will vest in 12 equal monthly installments beginning on July 1, 2021, subject to Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended) through the applicable vesting date.

NOTE 7: The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, each outstanding stock option that had been granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on November 30, 2021, with the balance of the unvested portion of such option, if any, immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.

NOTE 8: The options will vest in 12 equal monthly installments beginning on July 1, 2021, subject to Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended) through the applicable vesting date.

NOTE 9: The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, each outstanding stock option that had been granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on December 1, 2021, with the balance of the unvested portion of such option, if any, immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.

....and if Cindylou822 read this far. Yes, Thank you very much.