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Posted On: 08/14/2021 2:40:01 AM
Post# of 148878
This one ?
I’ll have to look through it. It has Pattersons Twitter stuff on it .
“Explanatory Note
The participants named herein (collectively, “the Participants”), have filed a preliminary proxy statement and accompanying WHITE proxy card (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2021 annual meeting of stockholders of CytoDyn Inc., a Delaware corporation (the “Company”).
Subsequent to the Participants filing the Preliminary Proxy Statement with the SEC, the Company filed a complaint in the United States District Court for the District of Delaware: CytoDyn Inc. v. Rosenbaum et al., 1:21-cv-01139-UNA (D. Del.), filed August 6, 2021. The complaint alleges that, among other things, Bruce Patterson, M.D. (“Dr. Patterson”) and Jeffrey Paul Beaty (“Mr. Beaty”) violated provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder by making public statements on social media that constitute solicitations prior to the publication of the Preliminary Proxy Statement, that such statements did not include any required disclaimer language and were not filed with the SEC on the first day of use, and that such statements were false and misleading. The complaint seeks, among other things, a declaration that Dr. Patterson and Mr. Beaty’s social media statements violated the Exchange Act and the rules promulgated thereunder, an order that the Participants publicly correct their material misstatements or omissions relating to Company securities, including by filing with the SEC complete and accurate disclosures required by the Exchange Act, and to preliminarily and permanently enjoin the Participants from publishing any soliciting materials, or soliciting any proxies or voting any proxies given to them, until they file such complete and accurate disclosures and the market has had enough time to absorb the information.
The Participants believe that the entire complaint lacks merit. However, with respect to Dr. Patterson’s and Mr. Beaty’s social media statements, while the Participants believe that such social media statements do not constitute solicitations under the Exchange Act and the rules promulgated thereunder and otherwise comply fully with applicable law, in order to moot certain of the Company’s claims, avoid nuisance and possible expense and delay, and provide additional information to the Company’s stockholders, the Participants have determined to file certain of Dr. Patterson’s and Mr. Beaty’s social media statements below as soliciting material under Rule 14a-12 of the Exchange Act. Nothing in the below disclosure shall be deemed an admission of the legal merit, necessity or materiality under applicable law of any of the disclosure set forth herein or within the Preliminary Proxy Statement. To the contrary, the Participants deny the abovementioned allegations in the complaint that any filings with the SEC were required with respect to Dr. Patterson’s and Mr. Beaty’s social media statements or that such statements were false and misleading.”
I’ll have to look through it. It has Pattersons Twitter stuff on it .
“Explanatory Note
The participants named herein (collectively, “the Participants”), have filed a preliminary proxy statement and accompanying WHITE proxy card (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2021 annual meeting of stockholders of CytoDyn Inc., a Delaware corporation (the “Company”).
Subsequent to the Participants filing the Preliminary Proxy Statement with the SEC, the Company filed a complaint in the United States District Court for the District of Delaware: CytoDyn Inc. v. Rosenbaum et al., 1:21-cv-01139-UNA (D. Del.), filed August 6, 2021. The complaint alleges that, among other things, Bruce Patterson, M.D. (“Dr. Patterson”) and Jeffrey Paul Beaty (“Mr. Beaty”) violated provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder by making public statements on social media that constitute solicitations prior to the publication of the Preliminary Proxy Statement, that such statements did not include any required disclaimer language and were not filed with the SEC on the first day of use, and that such statements were false and misleading. The complaint seeks, among other things, a declaration that Dr. Patterson and Mr. Beaty’s social media statements violated the Exchange Act and the rules promulgated thereunder, an order that the Participants publicly correct their material misstatements or omissions relating to Company securities, including by filing with the SEC complete and accurate disclosures required by the Exchange Act, and to preliminarily and permanently enjoin the Participants from publishing any soliciting materials, or soliciting any proxies or voting any proxies given to them, until they file such complete and accurate disclosures and the market has had enough time to absorb the information.
The Participants believe that the entire complaint lacks merit. However, with respect to Dr. Patterson’s and Mr. Beaty’s social media statements, while the Participants believe that such social media statements do not constitute solicitations under the Exchange Act and the rules promulgated thereunder and otherwise comply fully with applicable law, in order to moot certain of the Company’s claims, avoid nuisance and possible expense and delay, and provide additional information to the Company’s stockholders, the Participants have determined to file certain of Dr. Patterson’s and Mr. Beaty’s social media statements below as soliciting material under Rule 14a-12 of the Exchange Act. Nothing in the below disclosure shall be deemed an admission of the legal merit, necessity or materiality under applicable law of any of the disclosure set forth herein or within the Preliminary Proxy Statement. To the contrary, the Participants deny the abovementioned allegations in the complaint that any filings with the SEC were required with respect to Dr. Patterson’s and Mr. Beaty’s social media statements or that such statements were false and misleading.”
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