Just When Can a CrapCo File an S-3? (CYDY)

Yesterday after the market close, everybody’s favorite pink sheet reverse-merger zombie crapcompany, Cytodyn (CYDY), filed an S-3 with the SEC (read it here) to register nearly 209mm shares of stock for sale by outside investors. The NaDDiR* might be gone, but most of his klown krew remains, and so does the Cytoklowning. In this particular case, it is possible that the company is disqualified from registering stock on a Form S-3.

Obviously, this is something for the Corporate Finance division at the SEC to determine, but lets look at the rules.

Form S-3 is a simpler form allowing companies to register stock for resale by investors. In order to use a Form S-3 (as opposed to the more complicated, and stringent, Form S-1), a company must meet a particular set of criteria available on the SEC website (here). The relevant section for our purposes is I.A.3.(b), which says:

The company must have filed, in a timely manner, all required reports during the twelve months, and any portion of the month, immediately prior to the S-3 submission.

The S-3 was submitted on August 23, 2022. Just a few weeks earlier, the company had announced that its Form 10K for FY2022 would be late, and miss the August 10th deadline. The company requested an automatic 5 day extension, meaning the filing was now due on August 15th. What would constitute a “timely manner” in terms of filing reports with the SEC’s EDGAR system for electronic filing? How can we see if Cytodyn met the deadline?

The EDGAR system is available for documents to be submitted from 6am to 10pm NY time. But filings are only considered submitted on the day, if they are received before 5:30pm NY time.

To the untrained eye it might appear that Cytodyn met the deadline and filed their 10K on the 15th of August. But look closer:

At the top of screen capture, it appears the filing was submitted at 18:17 NY time. Look at the bottom of that screen capture, and the timestamp is 22:17 GMT. 18:17 is 6:17pm NY time, which is 47 minutes AFTER the 5:30pm deadline.

As a result, it is possible that CYDY’s 10K filing was not timely, and the company should not be allowed to registered stock on Form S-3. Only the SEC can say for sure.

Hopefully someone is paying attention to the endless Cytoklowning from the Klown Krew.

* Spelled Thusly For A Double Dose of That Sweet Sweet Stock Pimping

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