CYDY / CytoDyn Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

사이토다인(주)
US ˙ OTCPK ˙ US23283M1018

기본 통계
LEI 529900Q4JAVBX3H8RF98
CIK 1175680
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CytoDyn Inc.
SEC Filings (Chronological Order)
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May 20, 2026 424B3

Note 1. Organization Note 2. Summary of Significant Accounting Policies Note 3. Accrued Liabilities Note 4. Convertible Instruments and Accrued Interest The holders of the April 2 and April 23 Notes have waived provisions in the notes that would have

Filed Pursuant to Rule 424(b)(3) Registration No. 333-295250 Up to 278,076,375 Shares of Common Stock This prospectus relates to the resale of up to 184,135,636 shares of our common stock, par value $0.001 per share (the “common stock”) and 93,940,739 shares of our common stock underlying certain warrants (collectively, the “Shares”) by the selling stockholders identified in this prospectus under

April 30, 2026 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 CytoDyn, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-49908 83-1887078 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

April 30, 2026 EX-99.1

Leronlimab – A Novel Therapeutic in CCR5+ Immuno-Oncology CYTODYN.COM / OTCMKTS: CYDY

Leronlimab – A Novel Therapeutic in CCR5+ Immuno-Oncology CYTODYN.COM / OTCMKTS: CYDY FORWARD LOOKING STATEMENT This presentation contains certain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as "believes," "hopes," "

April 22, 2026 S-1

As filed with the Securities and Exchange Commission on April 22, 2026

As filed with the Securities and Exchange Commission on April 22, 2026 Registration No.

April 22, 2026 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-1 CytoDyn Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effect

April 8, 2026 EX-10.1

[Remainder of page intentionally left blank]

Exhibit 10.1 AMENDMENT #2 TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment #2 to Secured Convertible Promissory Note (this “Amendment”) is entered into as agreed upon on March 24, 2026, by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Lender”), and CYTODYN, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall

April 8, 2026 424B3

Up to 375,999,668 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated December 16, 2025) Up to 375,999,668 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 16, 2025, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the

April 8, 2026 EX-10.2

[Remainder of page intentionally left blank]

Exhibit 10.2 AMENDMENT #2 TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment #2 to Secured Convertible Promissory Note (this “Amendment”) is entered into as agreed upon on March 24, 2026, by and between UPTOWN CAPITAL, LLC, a Utah limited liability company (“Lender”), and CYTODYN, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have t

April 8, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

March 25, 2026 424B3

Up to 375,999,668 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 16, 2025) Up to 375,999,668 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 16, 2025, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the

March 24, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 CytoDyn Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 CytoDyn Inc.

March 9, 2026 424B3

Up to 375,999,668 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 16, 2025) Up to 375,999,668 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 16, 2025, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the

March 5, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2026 CytoDyn Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2026 CytoDyn Inc.

January 9, 2026 424B3

Up to 375,999,668 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 16, 2025) Up to 375,999,668 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 16, 2025, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the

January 9, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

December 22, 2025 424B3

Up to 375,999,668 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282000 Up to 375,999,668 Shares of Common Stock This prospectus relates to the resale of up to 181,324,099 shares of our common stock, par value $0.001 per share (the “common stock”), and 194,675,569 shares of our common stock underlying certain warrants (collectively, the “Shares”), by the selling stockholders identified in this prospectus und

December 10, 2025 EX-3.1

State of Delaware Secretary of State Division of Corporations Delivered 10:57 AM 11/16/2018 FILED 10:58 AM 11/16/2018 SR 20187682058 - File Number 7032132

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:57 AM 11/16/2018 FILED 10:58 AM 11/16/2018 SR 20187682058 - File Number 7032132 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POINT NEWCO INC. The undersigned, Nader Z. Pourhassan, Ph.D., hereby certifies that: (1) He is the President and Chief Executive Officer of the corporation referred to herein. (2)

December 10, 2025 POS AM

As filed with the Securities and Exchange Commission on December 10, 2025

As filed with the Securities and Exchange Commission on December 10, 2025 Registration No.

December 2, 2025 424B3

Up to 120,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-291263 Up to 120,000,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time of up to 120,000,000 shares of common stock, $0.001 par value per share (the “common stock”), of CytoDyn Inc. by YA II PN, Ltd., a Cayman Islands exempt limited partnership (“YA” or the “Selling Stockholder”). YA is a fund managed by

December 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2025 CytoDyn Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2025 CytoDyn Inc.

November 26, 2025 CORRESP

/s/ Robert E. Hoffman

November 26, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Lauren Hamill Re:CytoDyn Inc.

November 21, 2025 EX-3.1

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION CYTODYN INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CYTODYN INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is CytoDyn Inc. The Corporation was originally incorporated

November 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2025 CytoDyn Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2025 CytoDyn Inc.

November 4, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 CytoDyn Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effect

November 4, 2025 S-3

As filed with the Securities and Exchange Commission on November 4, 2025

Table of Contents As filed with the Securities and Exchange Commission on November 4, 2025 Registration No.

November 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2025 CytoDyn Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2025 CytoDyn Inc.

November 3, 2025 EX-10.1

STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 10.1 EXECUTION VERSION STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 3, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and CYTODYN INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herei

November 3, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 3, 2025 EX-99.1

CytoDyn Secures $30 Million Commitment from Yorkville Advisors

Exhibit 99.1 CytoDyn Secures $30 Million Commitment from Yorkville Advisors VANCOUVER, Washington, November 3, 2025 (GLOBE NEWSWIRE) - CytoDyn Inc. (OTCQB: CYDY) ("CytoDyn" or the "Company"), a clinical-stage oncology company advancing leronlimab, a first-in-class humanized monoclonal antibody targeting the CCR5 receptor with therapeutic potential across multiple indications, including triple-nega

October 10, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

September 30, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 29, 2025 424B3

Common Stock Subscription Rights

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-288970 $100,000,000 Common Stock Warrants Subscription Rights Units We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) warrants, (iii) subscription rights, and (iv) units. The warrants and subscription rights may be convertible into, or

September 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

September 19, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 19, 2025 CORRESP

/s/ Robert Hoffman

August 19, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Alan Campbell Re:CytoDyn Inc.

August 18, 2025 CORRESP

/s/ Robert Hoffman

August 18, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Alan Campbell Re:CytoDyn Inc.

July 31, 2025 LETTER

LETTER

July 31, 2025 Robert Hoffman Chief Financial Officer CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, WA 98660 Re: CytoDyn Inc. Registration Statement on Form S-3 Filed July 25, 2025 File No. 333-288970 Dear Robert Hoffman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We re

July 25, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CytoDyn Inc. (Exact Name of Registrant as Specified in Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock,

July 25, 2025 10-K

;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 ☐TRANSITION REPORT UNDER SECTION 13 O

Table of Contents ;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 25, 2025 EX-19.1

Statement of Insider Trading Policy and Related Trading Procedures

Exhibit 19.1 STATEMENT OF INSIDER TRADING POLICY AND RELATED TRADING PROCEDURES CYTODYN INC. Instructions. You should carefully read and review this Statement of Insider Trading Policy and Related Trading Procedures (“Policy”) to ensure your understanding of the obligations it places on you as an officer, director, employee or other “Covered Party”, as defined in the Policy. Upon your review and e

July 25, 2025 EX-21

Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES Name Jurisdiction of Incorporation or Organization CytoDyn Operations Inc. Delaware

July 25, 2025 S-3

As filed with the Securities and Exchange Commission on July 25, 2025

Table of Contents As filed with the Securities and Exchange Commission on July 25, 2025 Registration No.

May 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 CytoDyn Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 CytoDyn Inc.

May 16, 2025 EX-16.1

Letter, dated May 16, 2025, from Marcum LLP to the Securities and Exchange Commission.

Exhibit 16.1 May 16, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by CytoDyn Inc. under Item 4.01 of its Form 8-K dated May 16, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of CytoDyn Inc. contained therein. Very truly yo

May 16, 2025 424B3

Up to 486,646,723 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated October 1, 2024) Up to 486,646,723 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 1, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the “Pr

May 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 CytoDyn Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 CytoDyn Inc.

May 6, 2025 EX-10.1

Employment Agreement between the Company and Robert E. Hoffman, dated May

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is effective May 15, 2025 (the “Effective Date”), by and between CYTODYN INC., a Delaware corporation (the “Company”) and Robert Hoffman (the “Executive”). WITNESSETH: WHEREAS, as of the Effective Date, Executive was hired as Chief Financial Officer, and the Executive accepted such employment, on the terms and condition

May 6, 2025 EX-99.1

CytoDyn Appoints Biotech Veteran Robert E. Hoffman as Chief Financial Officer

Exhibit 99.1 CytoDyn Appoints Biotech Veteran Robert E. Hoffman as Chief Financial Officer VANCOUVER, Washington, May 6, 2025 – CytoDyn Inc. (OTCQB: CYDY) ("CytoDyn" or the "Company"), a biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, today announced that Robert E. Hoffman has been appointed as Chief Financial Officer, effecti

May 6, 2025 424B3

Up to 486,646,723 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated October 1, 2024) Up to 486,646,723 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 1, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the “Pr

April 15, 2025 424B3

Up to 486,646,723 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated October 1, 2024) Up to 486,646,723 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 1, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the “Pr

April 14, 2025 EX-10.1

Amendment to Security Agreement between CytoDyn Inc. and Streeterville Capital, LLC, dated April 2, 2021

EXHIBiT 10.1 AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Secured Convertible Promissory Note (this “Amendment”) is entered into as agreed upon on April 10, 2025, and effective as of April 5, 2025, by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Lender”), and CYTODYN, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amend

April 14, 2025 EX-10.2

Amendment to Security Agreement between CytoDyn Inc. and Uptown Capital, LLC dated April 23, 2021

Exhibit 10.2 AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Secured Convertible Promissory Note (this “Amendment”) is entered into as agreed upon on April 10, 2025, and effective as of April 23, 2025, by and between UPTOWN CAPITAL, LLC, a Utah limited liability company (“Lender”), and CYTODYN, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment w

April 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

January 14, 2025 424B3

Up to 486,646,723 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 1, 2024) Up to 486,646,723 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 1, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the “Pr

January 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

November 22, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 CytoDyn Inc.

October 17, 2024 424B3

Up to 486,646,723 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-282000 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 1, 2024) Up to 486,646,723 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 1, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-282000) (as supplemented or amended from time to time, the “Pr

October 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

October 11, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 1, 2024 424B3

Up to 486,646,723 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-282000 Up to 486,646,723 Shares of Common Stock This prospectus relates to the resale of up to 279,236,439 shares of our common stock, par value $0.001 per share (the “common stock”), and 207,410,284 shares of our common stock underlying certain warrants (collectively, the “Shares”), by the selling stockholders identified in t

September 30, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 ☐TRANSITION REPORT UNDE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49908 C

September 26, 2024 CORRESP

CYTODYN INC.

CYTODYN INC. September 26, 2024 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Chris Edwards Re:CytoDyn Inc. Registration Statement on Form S-1 File No. 333-282000 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended

September 17, 2024 LETTER

LETTER

September 17, 2024 Mitchell Cohen Interim Chief Financial Officer CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 Re: CytoDyn Inc. Registration Statement on Form S-1 Filed September 9, 2024 File No. 333-282000 Dear Mitchell Cohen: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding request

September 9, 2024 EX-FILING FEES

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CytoDyn Inc. (Exact Name of Registrant as Specified in Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.001 p

September 9, 2024 POS AM

As filed with the Securities and Exchange Commission on September 6, 2024

As filed with the Securities and Exchange Commission on September 6, 2024 Registration No.

September 9, 2024 S-1

As filed with the Securities and Exchange Commission on September 6, 2024

Table of Contents As filed with the Securities and Exchange Commission on September 6, 2024 Registration No.

September 9, 2024 POS AM

As filed with the Securities and Exchange Commission on September 6, 2024

As filed with the Securities and Exchange Commission on September 6, 2024 Registration No.

August 15, 2024 10-K

;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 ☐TRANSITION REPORT UNDER SECTION 13 O

Table of Contents ;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 15, 2024 EX-21

Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES Name Jurisdiction of Incorporation or Organization CytoDyn Operations Inc. Delaware

July 22, 2024 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 23283M101 (CUSIP Number of Common Stock Underlying Warrants

July 9, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the

July 9, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 CytoDyn Inc.

July 9, 2024 424B3

Up to 141,019,099 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276912 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated February 22, 2024) Up to 141,019,099 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February 22, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-276912) (as supplemented or amended from time to time, the

July 9, 2024 EX-99.1

CytoDyn Announces Settlement with Amarex Clinical Research LLC Terms of the settlement include $12,000,000 cash payment to CytoDyn and elimination of $14,000,000 accounts payable liability from the Company’s balance sheet

CytoDyn Announces Settlement with Amarex Clinical Research LLC Terms of the settlement include $12,000,000 cash payment to CytoDyn and elimination of $14,000,000 accounts payable liability from the Company’s balance sheet VANCOUVER, Washington, July 9, 2024 (GLOBE NEWSWIRE) - CytoDyn Inc.

July 9, 2024 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 23283M101 (CUSIP Number of Common Stock Underlying Warrants

June 28, 2024 CORRESP

Mary Ann Frantz

Mary Ann Frantz [email protected] 503.205.2552 (direct) June 28, 2024 Via EDGAR Office of Mergers & Acquisitions Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Perry Hindin Subject: CytoDyn Inc. Schedule TO-I/A filed June 20, 2024 File No. 005-79349 Ladies and Gentlemen: On behalf of CytoDyn Inc. (the “Comp

June 28, 2024 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 23283M101 (CUSIP Number of Common Stock Underlying Warrants

June 28, 2024 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 CytoDyn Inc.

June 20, 2024 EX-99.(A)(1)(G)

Amended Form of Notice of Withdrawal

EXHIBIT (a)(1)(G) NOTICE OF WITHDRAWAL THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:01 A.

June 20, 2024 EX-FILING FEES

Amended Calculation of Filing Fee Table

EX-FILING FEES 5 tm2415839d2ex-filingfees.htm EX-FILING FEES Ex-Filing Fees Calculation of Filing Fee Table Amendment No. 1 to Schedule TO CytoDyn Inc. (Exact Name of Registrant as Specified in its Charter) Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fee to Be Paid $ 35,662,840 0.0001476 $ 5,263.84 (1) Fees Previously Paid $ 4,662.33 Total Transaction Valuation $ 35,6

June 20, 2024 CORRESP

Mary Ann Frantz

Mary Ann Frantz [email protected] 503.205.2552 (direct) June 20, 2024 Via EDGAR Office of Mergers & Acquisitions Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Perry Hindin Subject: CytoDyn Inc. Schedule TO-I filed June 3, 2024 File No. 005-79349 Ladies and Gentlemen: On behalf of CytoDyn Inc. (the “Company

June 20, 2024 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 23283M101 (CUSIP Number of Common Stock Underlying Warrants

June 20, 2024 EX-99.(A)(1)(F)

Amended Form of Election to Participate

EXHIBIT (a)(1)(F) INSTRUCTIONS FOR ELECTION TO PARTICIPATE AND EXERCISE WARRANTS NOTE: THESE INSTRUCTIONS FOR ELECTION TO PARTICIPATE ARE INTENDED TO FULLY REPLACE AND SUPERSEDE THE INSTRUCTIONS TRANSMITTED TO HOLDERS OF THE ORIGINAL WARRANTS ON JUNE 3, 2024.

June 20, 2024 EX-99.(A)(1)(E)

Amended Letter to Holders of Original Warrants

EXHIBIT (a)(1)(E) CYTODYN INC. 1111 Main Street, Suite 660 Vancouver, Washington 98660 (360) 980-8524 June 20, 2024 To the Holders of the Original Warrants, This letter, together with the enclosed Offering Materials (as defined below) are intended to amend and, in some cases supersede, the materials transmitted to holders of the Original Warrants (as defined below) on June 3, 2024 (the “Original O

June 12, 2024 CORRESP

Mary Ann Frantz

Mary Ann Frantz [email protected] 503.205.2552 (direct) June 12, 2024 VIA EDGAR Office of Mergers & Acquisitions Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Perry Hindin Subject: CytoDyn Inc. Schedule TO-I filed June 3, 2024 File No. 005-79349 Ladies and Gentlemen: On behalf of CytoDyn Inc. (the “Co

June 10, 2024 LETTER

LETTER

United States securities and exchange commission logo June 7, 2024 Tyler Blok, Esq.

June 3, 2024 EX-99.(A)(1)(A)

Letter to Holders of Original Warrants

EXHIBIT (a)(1)(A) CYTODYN INC. 1111 Main Street, Suite 660 Vancouver, Washington 98660 (360) 980-8524 June 3, 2024 To the Holders of the Original Warrants, CytoDyn Inc. (“we” or the “Company”) is offering you, as a holder of certain warrants to purchase common stock of the Company (the “Original Warrants”), the opportunity to amend and exercise such Original Warrants at an exercise price equal to

June 3, 2024 EX-FILING FEES

Calculation of Filing Fee Table

Ex-Filing Fees Calculation of Filing Fee Table Schedule TO-I CytoDyn Inc. (Exact Name of Registrant as Specified in its Charter) Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fee to Be Paid $ 31,587,609.76 0.0001476 $ 4,662.33 (2) Fees Previously Paid Total Transaction Valuation $ 31,587,609.76 (1) Total Fees Due for Filing $ 4,662.33 Total Fees Previously Paid Total Fe

June 3, 2024 EX-99.(A)(1)(B)

Offer to Amend and Exercise Warrants to Purchase Common Stock

EXHIBIT (a)(1)(B) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT.

June 3, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 CytoDyn Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 CytoDyn Inc.

June 3, 2024 SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and Filing Person (Off

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYTODYN INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 23283M101 (CUSIP Number of Common Stock Underlying Warrants) Jacob Lalezari Ch

June 3, 2024 EX-99.(A)(1)(C)

Form of Election to Participate

EXHIBIT (a)(1)(C) INSTRUCTIONS FOR ELECTION TO PARTICIPATE Your right to participate in the Offer to Amend and Exercise (the “Exercise Offer”) of CytoDyn Inc.

June 3, 2024 EX-99.(A)(1)(D)

Form of Notice of Withdrawal

EXHIBIT (a)(1)(D) NOTICE OF WITHDRAWAL THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.

May 6, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the

May 6, 2024 424B3

Up to 141,019,099 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276912 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 22, 2024) Up to 141,019,099 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February 22, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-276912) (as supplemented or amended from time to time, the

May 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 CytoDyn Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 CytoDyn Inc.

April 16, 2024 424B3

Up to 141,019,099 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276912 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 22, 2024) Up to 141,019,099 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February 22, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-276912) (as supplemented or amended from time to time, the

April 16, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the

April 15, 2024 EX-10.1

Consulting Agreement between the Company and Rapid Deployment LLC

EXHIBiT 10.1 Interim Executive Advisory Agreement This Interim Executive Advisory Agreement (this “Agreement”), dated as of January 10, 2024, is entered by and between Rapid Deployment LLC (“RD”), located at 515 N. State Street, 14th Floor, Chicago IL 60654, and CytoDyn Inc. (“CD”), located at 1111 Main Street, Suite 660, Vancouver, Washington 98660. For purposes of this Agreement, all references

April 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

April 8, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

April 8, 2024 424B3

Up to 141,019,099 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276912 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 22, 2024) Up to 141,019,099 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February 22, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-276912) (as supplemented or amended from time to time, the

April 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 CytoDyn Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 CytoDyn Inc.

March 28, 2024 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 CytoDyn Inc.

March 1, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

March 1, 2024 424B3

Up to 141,019,099 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276912 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 22, 2024) Up to 141,019,099 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February 22, 2024, relating to our Registration Statement on Form S-1 (Registration No. 333-276912) (as supplemented or amended from time to time, the

February 22, 2024 424B3

Up to 141,019,099 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276912 Up to 141,019,099 Shares of Common Stock This prospectus relates to the resale of up to 35,792,347 shares of our common stock, par value $0.001 per share (the “common stock”), and 105,226,752 shares of our common stock underlying certain warrants (collectively, the “Shares”), by the selling stockholders identified in this prospectus unde

February 15, 2024 CORRESP

CYTODYN INC.

CYTODYN INC. February 15, 2024 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Alan Campbell Re:CytoDyn Inc. Registration Statement on Form S-1 File No. 333-276912 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended,

February 13, 2024 LETTER

LETTER

United States securities and exchange commission logo February 13, 2024 Mitchell Cohen Chief Financial Officer CytoDyn Inc.

February 12, 2024 SC 13G/A

CYDY / CytoDyn Inc. / Welch David F - SC 13G/A Passive Investment

SC 13G/A 1 d778219dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CYTODYN INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23283M101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

February 7, 2024 EX-4.1

Description of the Registrant’s Capital Stock

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S CAPITAL STOCK General CytoDyn, Inc. (the “Company” or “we”) is authorized to issue up to 1,755,000,000 shares of capital stock, including 1,750,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. As of February 1, 2024, we had 986,058,436 shares of common stock, 19,000 shares of

February 7, 2024 EX-FILING FEES

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CytoDyn Inc. (Exact Name of Registrant as Specified in Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.001 p

February 7, 2024 EX-3.1

Amended and Restated Certificate of Incorporation, as amended through November 9, 2023

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:57 AM 11/16/2018 FILED 10:58 AM 11/16/2018 SR 20187682058 - File Number 7032132 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POINT NEWCO INC. The undersigned, Nader Z. Pourhassan, Ph.D., hereby certifies that: (1) He is the President and Chief Executive Officer of the corporation referred to herein. (2)

February 7, 2024 S-1

As filed with the Securities and Exchange Commission on February , 2024

As filed with the Securities and Exchange Commission on February , 2024 Registration No.

January 29, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

January 29, 2024 EX-99.1

CytoDyn Appoints Jacob Lalezari M.D. as CEO, Mitchell Cohen as Interim CFO

Exhibit 99.1 CytoDyn Appoints Jacob Lalezari M.D. as CEO, Mitchell Cohen as Interim CFO VANCOUVER, Washington, January 29, 2024 (GLOBE NEWSWIRE) - CytoDyn Inc. (OTCQB: CYDY) (“CytoDyn” or the “Company”), a biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, announced today that Dr. Jacob Lalezari, formerly interim CEO, was appoint

January 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 CytoDyn Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 CytoDyn Inc.

January 29, 2024 EX-10.1

Employment Agreement between the Company and Jacob P. Lalezari, M.D., dated January 26, 2024

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is effective January 26, 2024 (the “Effective Date”), by and between CYTODYN INC., a Delaware corporation (the “Company”) and DR. JACOB P. LALEZARI (the “Executive”). WITNESSETH: WHEREAS, the parties previously entered into an employment agreement for Executive to serve as the Company’s Interim CEO, dated effective Nove

January 19, 2024 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

January 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

December 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 CytoDyn Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 CytoDyn Inc.

December 15, 2023 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

December 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 CytoDyn Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 CytoDyn Inc.

November 28, 2023 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 CytoDyn Inc.

November 28, 2023 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

November 22, 2023 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

November 21, 2023 EX-99.1

CytoDyn Appoints Jacob Lalezari M.D. as Interim CEO

Exhibit 99.1 CytoDyn Appoints Jacob Lalezari M.D. as Interim CEO VANCOUVER, Washington, November 21, 2023 – CytoDyn Inc. (OTCQB: CYDY) ("CytoDyn" or the "Company"), a biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, today announced the appointment of Dr. Jacob Lalezari as interim CEO, effective November 17, 2023. Dr. Lalezari w

November 21, 2023 EX-10.1

Employment Agreement between the Company and Jacob P. Lalezari, M.D., dated November 17, 2023

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is effective November 17, 2023 (the “Effective Date”), by and between CYTODYN INC., a Delaware corporation (the “Company”) and DR. JACOB P. LALEZARI (the “Executive”). WITNESSETH: WHEREAS, the Company wishes for the Executive to serve as Interim Chief Executive Officer of the Company, and the Executive has accepted such

November 21, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 CytoDyn Inc.

November 13, 2023 424B3

Up to 205,652,848 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the “

November 9, 2023 EX-3.1

Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc. dated November 9, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CYTODYN INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is CytoDyn Inc. The Corporation was originally incorporated

November 9, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 CytoDyn Inc.

November 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 CytoDyn Inc.

November 6, 2023 EX-99.1

November 2023 Letter to Shareholders

Exhibit 99.1 November 3, 2023 November 2023 Letter to Shareholders Dear Shareholders, We write to provide an update on CytoDyn Inc. (“CytoDyn” or “Company”), and to thank you for your continued support of the Company. Throughout our history, CytoDyn has made great strides in developing leronlimab from a single indication molecule into a platform molecule with the potential for multiple therapeutic

October 25, 2023 SC 13G

CYDY / Cytodyn Inc / Welch David F - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CYTODYN INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23283M101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

October 24, 2023 424B3

Up to 205,652,848 Shares of Common Stock

 Filed pursuant to Rule 424(b)(3)  Registration No. 333-272815 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 11, 2023) Up to 205,652,848 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration No. 333-272815) (as supplemented or amended from time to time, the

October 23, 2023 EX-10.1

Employment Agreement between CytoDyn Inc. and Tyler Blok, effective August 15, 2023

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is effective August 15, 2023 (the “Effective Date”), by and between CYTODYN INC., a Delaware corporation (the “Company”) and TYLER BLOK (the “Executive”). WITNESSETH: WHEREAS, Executive began his employment with the Company in the role of Corporate Counsel on July 25, 2022. WHEREAS, as of the Effective Date, was promote

October 23, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

October 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: August 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Peri

October 11, 2023 424B3

Up to 205,652,848 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-272815 Up to 205,652,848 Shares of Common Stock This prospectus relates to the resale of up to 74,903,789 shares of our common stock, par value $0.001 per share (the “common stock”), and 130,749,059 shares of our common stock underlying certain warrants (collectively, the “Shares”), by the selling stockholders identified in

October 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 CytoDyn Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 CytoDyn Inc.

October 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statem

October 2, 2023 POS AM

As filed with the Securities and Exchange Commission on October 2, 2023

Table of Contents As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

September 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 25, 2023 EX-16.1

Letter, dated September 25, 2023, from Macias Gini & O’Connell LLP to the Securities and Exchange Commission

Exhibit 16.1 September 25, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 19, 2023 to be filed by our former client, CytoDyn, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. We have no basis to agr

September 25, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

September 25, 2023 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 CytoDyn Inc.

September 15, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 14, 2023 EX-4.1

Description of the Registrant’s Capital Stock

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S CAPITAL STOCK General CytoDyn, Inc. (the “Company” or “we”) is authorized to issue up to 1,355,000,000 shares of capital stock, including 1,350,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. As of August 31, 2023, we had 930,960,097 shares of common stock, 19,000 shares of

September 14, 2023 EX-4.20

Subsequent Warrant Issued under Surety Bond Backstop Extension

EXHIBIT 4.20 Warrant Number THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFER

September 14, 2023 EX-4.19

Initial Warrant Issued under Surety Bond Backstop Extension

EXHIBIT 4.19 Warrant Number THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFER

September 14, 2023 EX-21

Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES Name Jurisdiction of Incorporation or Organization CytoDyn Operations Inc. Delaware

September 14, 2023 10-K

;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2023 ☐TRANSITION REPORT UNDER SECTION 13 O

Table of Contents ;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 30, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: May 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

August 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 CytoDyn Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 CytoDyn Inc.

July 11, 2023 EX-99.1

CytoDyn Announces Company Updates and Investment Community Update Webcast Claim Filed in Former CRO Litigation for Damages Exceeding $100M Dr. Arman Returns from Medical Leave as SVP of Business Operations Webcast to be held Monday, July 24th, 2023,

Exhibit 99.1 CytoDyn Announces Company Updates and Investment Community Update Webcast Claim Filed in Former CRO Litigation for Damages Exceeding $100M Dr. Arman Returns from Medical Leave as SVP of Business Operations Webcast to be held Monday, July 24th, 2023, at 1 PM PT / 4 PM ET VANCOUVER, Washington – July 11, 2023 – CytoDyn Inc. (OTCQB: CYDY) (“CytoDyn” or the “Company”), a clinical-stage bi

July 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 CytoDyn Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 CytoDyn Inc.

July 11, 2023 424B3

Up to 205,761,543 Shares of Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration No. 333-272815 Up to 205,761,543 Shares of Common Stock This prospectus relates to the resale of up to 72,012,484 shares of our common stock, par value $0.001 per share (the “common stock”), and 133,749,059 shares of our common stock underlying certain warrants (collectively, the “Shares”), by the selling stockholders identified in

July 6, 2023 CORRESP

CYTODYN INC.

CYTODYN INC. July 6, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Tim Buchmiller Re:CytoDyn Inc. Registration Statement on Form S-1 File No. 333-272815 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Cyt

June 26, 2023 LETTER

LETTER

United States securities and exchange commission logo June 26, 2023 Antonio Migliarese Chief Financial Officer CytoDyn Inc.

June 21, 2023 S-1

As filed with the Securities and Exchange Commission on June 21, 2023

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2023 Registration No.

June 21, 2023 EX-FILING FEES

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CytoDyn Inc. (Exact Name of Registrant as Specified in Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.001 p

May 24, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 CytoDyn Inc.

May 24, 2023 EX-99.1

CytoDyn Announces President Takes Medical Leave of Absence Antonio Migliarese assumes interim President role Dr. Melissa Palmer appointed interim Chief Medical Officer Dr. Salah Kivlighn joins CytoDyn as clinical and strategic advisor

EX-99.1 2 cydy-20230518xex99d1.htm EX-99.1 Exhibit 99.1 CytoDyn Announces President Takes Medical Leave of Absence Antonio Migliarese assumes interim President role Dr. Melissa Palmer appointed interim Chief Medical Officer Dr. Salah Kivlighn joins CytoDyn as clinical and strategic advisor VANCOUVER, Washington, May 24, 2023 – CytoDyn Inc. (OTCQB: CYDY) ("CytoDyn" or the "Company"), a biotechnolog

April 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

March 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 (March 2, 2023) CytoD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 (March 2, 2023) CytoDyn Inc.

March 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 (February 24, 2023) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 (February 24, 2023) CytoDyn Inc.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 3, 2023 POS AM

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

February 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 (January 26, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 (January 26, 2023) CytoDyn Inc.

January 9, 2023 EX-10.4

CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”)

Exhibit 10.4 CYTODYN INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN Page TABLE OF CONTENTS ARTICLE 1 ESTABLISHMENT AND PURPOSE 1 1.1 Establishment 1 1.2 Purpose 1 ARTICLE 2 DEFINITIONS 1 2.1 Defined Terms 1 2.2 Gender and Number 4 ARTICLE 3 ADMINISTRATION 5 3.1 Administration by Board 5 3.2 Delegation to Committee 5 3.3 Authority of the Committee 5 3.4 Action by the Committee 5 3.5 Further D

January 9, 2023 EX-10.3

Form Stock Option Award Agreement (For Executives)

Exhibit 10.3 CYTODYN INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT (FOR EXECUTIVES) This STOCK OPTION AWARD AGREEMENT (this "Option Agreement") is made effective as of [DATE] by and between CytoDyn Inc., a Delaware corporation (the "Corporation"), and [NAME] (the "Participant"). 1.Grant of Option. The Corporation hereby grants to the Participant an option (the "Option") to purchase

January 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

January 9, 2023 EX-10.2

Form Stock Option Award Agreement (For Non-Employee Directors)

Exhibit 10.2 CYTODYN INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT (FOR NON-EMPLOYEE DIRECTORS) This STOCK OPTION AWARD AGREEMENT (this "Option Agreement") is made effective as of [DATE], by and between CytoDyn Inc., a Delaware corporation (the "Corporation"), and [NAME] (the "Participant"). 1.Grant of Option. The Corporation hereby grants to the Participant an option (the "Option")

December 19, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 CytoDyn Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 CytoDyn Inc.

December 9, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 CytoDyn Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 CytoDyn Inc.

December 7, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 (November 30, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 (November 30, 2022) CytoDyn Inc.

December 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statem

December 7, 2022 EX-10.1

Second Amendment dated December 1, 2022, to Surety Bond Backstop Agreement dated February 14, 2022, among the Company and certain parties named therein

Exhibit 10.1 SECOND AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT This SECOND AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT (this “Amendment”) is entered into as of December 1, 2022 (the “Effective Date”), to the Surety Bond Backstop Agreement effective February 14, 2022, and as previously amended on July 18, 2022 (the “Agreement”), and is by and among CytoDyn Inc., a Delaware corporation (“CytoDyn”),

December 7, 2022 EX-99.1

CytoDyn – R&D Investor 1 Update December 7, 2022

Exhibit 99.1 CytoDyn – R&D Investor 1 Update December 7, 2022 Forward Looking Statements 2 This presentation contains certain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as "believes," "hopes," "intends," "estimates,

December 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

December 7, 2022 EX-10.1

Second Amendment to the Surety Backstop Agreement

Exhibit 10.1 SECOND AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT This SECOND AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT (this “Amendment”) is entered into as of December 1, 2022 (the “Effective Date”), to the Surety Bond Backstop Agreement effective February 14, 2022, and as previously amended on July 18, 2022 (the “Agreement”), and is by and among CytoDyn Inc., a Delaware corporation (“CytoDyn”),

December 7, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 07, 2022 (December 07, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 07, 2022 (December 07, 2022) CytoDyn Inc.

November 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ?Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Prox

November 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2022 (November 21, 2022) CytoDyn Inc.

October 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 CytoDyn Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 CytoDyn Inc.

October 28, 2022 EX-99.1

CytoDyn Announces Voluntary Withdrawal of BLA for HIV-MDR Due to CRO Data Management Issues Company to complete and submit responses to FDA clinical hold Continues to study leronlimab in other HIV-related, NASH, and oncology indications Webcast to be

Exhibit 99.1 CytoDyn Announces Voluntary Withdrawal of BLA for HIV-MDR Due to CRO Data Management Issues Company to complete and submit responses to FDA clinical hold Continues to study leronlimab in other HIV-related, NASH, and oncology indications Webcast to be held Monday, October 31, 2022, at 5:30 AM PT / 8:30 AM ET VANCOUVER, Washington, October 28, 2022 – CytoDyn Inc. (OTCQB: CYDY) ("CytoDyn

October 26, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 19, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 (October 13, 2022)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 (October 13, 2022) CytoDyn Inc.

October 13, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No.

October 11, 2022 EX-3.1

Amended and Restated Certificate of Incorporation, as amended August 31, 2022.

Exhibit 3.1 ? ? State of Delaware Secretary of State Division of Corporations Delivered 10:57 AM 11/16/2018 FILED 10:58 AM 11/16/2018 SR 20187682058 - File Number 7032132 ? AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POINT NEWCO INC. The undersigned, Nader Z. Pourhassan, Ph.D., hereby certifies that: (1) He is the President and Chief Executive Officer of the corporation referred to herein

October 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

September 28, 2022 CORRESP

CYTODYN INC.

CORRESP 1 filename1.htm CYTODYN INC. September 28, 2022 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Tyler Howes Re: CytoDyn Inc. Registration Statement on Form S-3 File No. 333-267426 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under the Securities

September 28, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2022 ☐TRANSITION REPORT UNDE

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 26, 2022 RW

CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 T 360.980.8524 F 360.980.8549

CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 T 360.980.8524 F 360.980.8549 September 26, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 ? Re: CytoDyn Inc. ? ? ? ? ? Request to Withdraw Registration Statement on Form S-3 ? ? ? ? ? File No. 333-253843 Ladies and Gentlemen: Pursuant to Rule 477 und

September 21, 2022 LETTER

LETTER

United States securities and exchange commission logo September 21, 2022 Antonio Migliarese Chief Financial Officer CytoDyn Inc.

September 14, 2022 S-3

As filed with the Securities and Exchange Commission on September 14, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 14, 2022 Registration No.

September 14, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 ? Calculation of Filing Fee Tables ? Form S-3 (Form Type) ? CytoDyn Inc.

September 2, 2022 424B3

208,720,547 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267030 ? 208,720,547 Shares of Common Stock This prospectus relates to the offer and sale by the selling stockholders identified in this prospectus of up to 109,719,596 shares of our common stock, par value $0.001 per share, and 99,000,951 shares of our common stock, par value $0.001, underlying certain warrants (collectively,

August 31, 2022 EX-3.1

Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc. dated August 31, 2022

? Exhibit 3.1 ? ? CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CYTODYN INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: 1. The name of the Corporation is CytoDyn Inc. The Corporation was originally incorp

August 31, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 CytoDyn Inc.

August 30, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 CytoDyn Inc.

August 30, 2022 CORRESP

CYTODYN INC.

CYTODYN INC. August 30, 2022 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Alan Campbell Re: CytoDyn Inc. Registration Statement on Form S-3 File No. 333-267030 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended,

August 29, 2022 LETTER

LETTER

United States securities and exchange commission logo August 29, 2022 Antonio Migliarese Chief Financial Officer CytoDyn Inc.

August 23, 2022 S-3

As filed with the Securities and Exchange Commission on August 23, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 23, 2022 Registration No.

August 23, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 ? Calculation of Filing Fee Tables ? Form S-3 (Form Type) ? CytoDyn Inc.

August 15, 2022 EX-21

Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES Name Jurisdiction of Incorporation or Organization CytoDyn Operations Inc. ? Delaware ? ? ? Advanced Genetic Technologies, Inc. ? Florida ? ? ? ? ? ? ?

August 15, 2022 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S CAPITAL STOCK General CytoDyn, Inc. (the ?Company? or ?we?) is authorized to issue up to 1,005,000 shares of capital stock, including 1,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. As of July 31, 2022, we had 810,720,424 shares of common stock, 19,000 shares of Series B P

August 15, 2022 EX-10.10

EX-10.10

Exhibit 10.10 ? CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED ? EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT KNOW ALL PERSONS BY THESE PRESENTS: This Exclusive Supply and Distribution Agreement (?Agreement?), made and entered into this 11th day

August 15, 2022 10-K

;da k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2022 ☐TRANSITION REPORT UNDER SECTION 13 O

Table of Contents ? ? ;da k ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 15, 2022 EX-10.7

Exclusive Supply and Distribution Agreement between CytoDyn Inc. and Biomm S.A., dated April 6, 2021

Exhibit 10.7 ?? ? CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED ? ? ? ? Exclusive Supply and Distribution Agreement ? ? Entered into by and between ? ? ? ? Biomm S.A. ? ? ? ? ? ? And ? ? ? ? ? CytoDyn Inc. ? ? ? ? ? April 6, 2021 ? 1 ? ? ? ? ?

August 15, 2022 EX-10.8

EX-10.8

Exhibit 10.8 CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED ? EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT KNOW ALL PERSONS BY THESE PRESENTS: This Exclusive Supply and Distribution Agreement (?Agreement?), made and entered into this 15th day of

August 15, 2022 EX-10.9

EX-10.9

Exhibit 10.9 ? CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED Amendment No.1 to Exclusive Supply and Distribution Agreement ? This amendment (this ?Amendment?), dated as of April 19, 2021, is entered by and between CytoDyn Inc., a Delaware corpo

August 15, 2022 EX-10.25

Employment Agreement between CytoDyn Inc. and Cyrus Arman, effective July 9, 2022

? Exhibit 10.25 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of July 9, 2022 (the ?Effective Date?), is by and between CYTODYN INC., a Delaware corporation (the ?Company?) and CYRUS ARMAN (the ?Executive?). WITNESSETH: WHEREAS, the Company desires to employ the Executive as its President for an initial six (6) month term, with the opportunity to extend for a longer t

August 15, 2022 EX-10.28

Settlement Agreement dated May 19, 2022, between CytoDyn Inc. and Richard G. Pestell, M.D., Ph.D.

? Exhibit 10.28 Execution Copy IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ? ? ? ? RICHARD G. PESTELL, M.D., PH.D., ? ? ? ? Plaintiff/Counterclaim ? ? Defendant, v. ? ? ? Civil Action No. 1:19-cv-01563- CYTODYN INC., et al., RTD ? ? ? Defendants/Counterclaims ? ? Plaintiffs. ? ? SETTLEMENT AGREEMENT This Settlement Agreement (?Agreement?) is entered into this 19th day of May 2

August 15, 2022 EX-4.22

Warrant Issued to Richard G. Pestell

Exhibit 4.22 ? Warrant Number A-1600 ? THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWI

August 5, 2022 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 CytoDyn Inc.

August 1, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 12b-25 ? NOTIFICATION OF LATE FILING ? (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR ? ? ? For Period Ended: May 31, 2022 ? ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Tr

July 25, 2022 EX-10.1

Amendment to Surety Bond Backstop Agreement

? Exhibit 10.1 ? AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT ? This AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT (this ?Amendment?) is entered into as of July 18 , 2022 (the ?Effective Date?), to the Surety Bond Backstop Agreement effective February 14, 2022 (the ?Agreement?), entered into by and among CytoDyn Inc., a Delaware corporation (?CytoDyn?), David Fairbank Welch, both individually and in

July 25, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

July 25, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2022 (July 18, 2022) CytoDyn Inc.

July 22, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ?Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy

July 8, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ?Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy

June 30, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 (June 24, 2022) CytoDyn Inc.

May 31, 2022 8-K

Unregistered Sales of Equity Securities

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 (May 24, 2022) CytoDyn Inc.

May 23, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 (May 17, 2022) CytoDyn Inc.

May 12, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 (May 6, 2022) CytoDyn Inc.

May 5, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 (April 29, 2022) CytoDyn Inc.

April 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 (April 19, 2022) CytoDyn Inc.

April 19, 2022 EX-16.1

Letter, dated April 19, 2022, from Warren Averett, LLC to the Securities and Exchange Commission.

Exhibit 16.1 April 19, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E., Mail Stop 6628 Washington, D.C. 20549-6628 Re: CytoDyn Inc. Commission File Number 000-49908 To Office of Chief Accountant: We have received a copy of, and are in agreement with, the statements being made by CytoDyn Inc. in Item 4.01 of its Form 8-K dated April 19, 2022, captioned ?Cha

April 19, 2022 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 (April 13, 2022) CytoDyn Inc.

April 11, 2022 EX-3.1

Amended and Restated Certificate of Incorporation, as amended through April 7, 2022

Exhibit 3.1 ? ? State of Delaware Secretary of State Division of Corporations Delivered 10:57 AM 11/16/2018 FILED 10:58 AM 11/16/2018 SR 20187682058 - File Number 7032132 ? AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POINT NEWCO INC. The undersigned, Nader Z. Pourhassan, Ph.D., hereby certifies that: (1) He is the President and Chief Executive Officer of the corporation referred to herein

April 11, 2022 EX-10.2

Separation Agreement and Release of Claims between CytoDyn Inc. and Nader Z. Pourhassan, Ph.D., effective March 8, 2022

Exhibit 10.2 ? SEPARATION AGREEMENT AND RELEASE OF CLAIMS ? This Separation Agreement and Release of Claims (the ?Agreement?) is made and entered into by and between Nader Pourhassan (?Employee?) and CytoDyn Inc. (?Employer?), effective as of the date set forth in Section 15. It is intended to clearly set forth the terms and conditions of Employee?s separation from employment with Employer, and to

April 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1933 For the transition period from to Commission File Number: 000-49908 CYTODYN INC.

April 11, 2022 EX-10.1

Surety Bond Backstop Agreement dated February 14, 2022, among CytoDyn Inc. and certain parties named therein #

? Exhibit 10.1 ? SURETY BOND BACKSTOP AGREEMENT ? This SURETY BOND BACKSTOP AGREEMENT (this ?Agreement?) is entered into as of February 14, 2021 (the ?Effective Date?) by and among CytoDyn Inc., a Delaware corporation (?CytoDyn?), David Fairbank Welch, both individually and in his capacity as trustee of the David F. and Heidi A. Welch Revocable Trust, Heidi A. Welch, both individually and in her c

March 31, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 (March 25, 2022) CytoDyn Inc.

March 30, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 CytoDyn Inc.

March 30, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 (March 27, 2022) CytoDyn Inc.

March 24, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 (February 18, 2022) CytoDyn Inc.

February 17, 2022 EX-10.1

Surety Bond Backstop Agreement dated February 14, 2022, among the Company and certain parties named therein (the Company agrees to furnish a copy of Schedule 3, which has been omitted, supplementally to the SEC upon request)

Exhibit 10.1 SURETY BOND BACKSTOP AGREEMENT This SURETY BOND BACKSTOP AGREEMENT (this ?Agreement?) is entered into as of February 14, 2022 (the ?Effective Date?) by and among CytoDyn Inc., a Delaware corporation (?CytoDyn?), David Fairbank Welch, both individually and in his capacity as trustee of the David F. and Heidi A. Welch Revocable Trust, Heidi A. Welch, both individually and in her capacit

February 17, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 (February 14, 2022) CytoDyn Inc.

February 17, 2022 EX-4.2

Make-Whole Warrant Issued under Surety Bond Backstop Agreement

EXHIBIT 4.2 Warrant Number THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERR

February 17, 2022 EX-4.1

Initial Warrant Issued under Surety Bond Backstop Agreement

EXHIBIT 4.1 Warrant Number THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERR

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