We’re now in mid-December 2020, and thought it would be a good time for an update on one of the more curious stories of 2020. No, not Coronavirus, but rather everyone’s favorite reverse-merger pink sheet Coronacrapper, Cytodyn (CYDY), its klown krew of kreme de la kreme managers including The NaDDir* and the rather interesting lawsuit filed against them by a group of former directors. This particular suit was filed in late April. Missed it? Well, that might not be your fault, as Cytodyn has done its best to avoid disclosing it. Here is the litigation section from CYDY’s latest 10Q, filed in October for the period ending in August 2020.
While they do mention a suit filed on April 29, 2020 against the company, they fail to mention a different suit filed on April 24th, 2020. Which is very strange because Bloomberg News ran a story about it on April 30th. Fear not. We have it for you. Read the unredacted lawsuit the current Board of Directors and the company obviously do not want people to see right here. Catch up on some commentary about it here and here.
The suit concerns a breach of fiduciary duty, bad faith, unjust enrichment, and corporate waste. Specifically, it has to do with a series of stock, option, and warrant grants in December of last year and January of 2020.
Here is a list of the December grants, and the lucky recipients:
And some background on the timing:
These December grants are also the subject of a spring-loading claim. They were hastily granted immediately before the release of some bullshit stock pumping nonsense two days later. Spring-loading is not taken lightly by the Delaware courts, as can be seen here.
The January 2020 grants are also interesting. Take a look at the massive awards they handed out to themselves just a month after pillaging the shareholders in December:
Why else might the company not want to alert shareholders to this lawsuit? Perhaps Paragraph 67 gives a clue?
Or maybe Paragraph 71?
Of course the company will deny these claims, say they are untrue, without merit. Perhaps The NaDDir* will whine and scream and shout that he is being singled out by nefarious forces. Or will they?
Readers may recall that in early May Cytodyn created a “Special Litigation Committee” (SLC) and hired the rather pricey West Coast law firm Wilson Sonsini to represent the SLC and conduct an investigation. We are pleased to report that the lawyers have completed their investigation and we have, as The NaDDir* might say, “a VERY exciting news for you!”
This may be the first time that anyone at BuyersStrike! HQ has seen an internal investigation vindicate the plaintiffs in a suit of this type. Remember, these lawyers are paid to show the company and management are NOT guilty.
At this point it would be prudent for the defendants and the company to settle the suit. But that might not be so easy. Unfortunately for The NaDDir* those shares he issued to himself in December 2019 had already been sold at the end of April 2020. This was disclosed in the infamous Form 144 filing from early May 2020.
The sale of that stock is the subject of a different lawsuit (Case #: 3:20-cv-05909-JLR in the US District Court for the Western District of Washington), which has also not been disclosed to investors. It should be quite interesting to watch. It may be difficult to rescind a grant that has already been sold into the marketplace. Even if The NaDDir* was forced to return the ill-gotten gains, the shareholders still absorb the dilution that has already occurred. Of course, if they had any sense at all, they wouldn’t be Cytodyn shareholders.
*Spelled thusly for a double dose of that sweet sweet stock pimping.