Item 3.02 Unregistered Sales of Equity Securities.

CytoDyn Inc., a Delaware corporation (the “Company”), is providing this disclosure because, as of May 6, 2022, its unregistered sales of equity securities, in the aggregate, exceeded 1% of the shares of its common stock, par value $0.001 per share (the “Common Stock”), outstanding as of May 5, 2022, the date of its most recent report under Item 3.02.

Private Placement of Common Stock and Warrants through Placement Agent

As of the date of this report, the Company has received binding subscription agreements for an estimated total of approximately 24.4 million units from accredited investors in a private offering (the “Offering”) through a placement agent. Each unit consists of one share of Common Stock and three-quarters of a warrant to purchase one share of Common Stock. The warrants will have a five-year term and will be exercisable in full when issued. The warrants, other than as described above, will be substantially similar to the form of warrant filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021.

The aggregate gross proceeds received under the executed subscription agreements as of the date of this report are approximately $6.2 million. The final purchase price per unit and the exercise price of the warrants will be equal to 85% of the intraday volume weighted average price of the Common Stock on April 29, 2022, or the date of the final closing of the Offering, whichever is lower.

Pursuant to the subscription agreements, the Company has agreed to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the “SEC”), and cause the SEC to declare effective, within ninety (90) days following the final closing of the Offering, a registration statement under the Securities Act covering the resale of all of the shares and warrants to purchase shares of Common Stock sold in the Offering.

As a fee to the placement agent, the Company has agreed to pay a cash fee equal to 13% of the gross proceeds received from qualified investors in the Offering, as well as a one-time non-accountable expense fee of $50,000 in the aggregate for all closings in the Offering. The Company also agreed to issue to the placement agent or its designees warrants with a 10-year term to purchase 13% of the total number of shares of Common Stock, including shares subject to warrants, sold to qualified investors in the Offering.

The Company is relying on the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act in connection with the Offering.

Private Placement of Common Stock and Warrants

On April 5, 2022, the Company issued to an accredited investor in a private placement a total of 625,000 shares of Common Stock, together with warrants to purchase a total of 312,500 shares of Common Stock at an exercise price of $0.40 per share, subject to potential future adjustment. The warrants have a five-year term and are immediately exercisable. The securities were issued with a combined purchase price of $0.40 per fixed combination of one share of Common Stock and one-half of one warrant to purchase one share of Common Stock, for total gross proceeds to the Company of $0.25 million. The warrants, other than as described above, were substantially similar to the form of warrant filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021.

The subscription agreement with the investor also provides that the Company will use commercially reasonable efforts to file a Registration Statement on Form S-3 with the SEC that is intended to register for resale the shares purchased by the investor, as well as the shares underlying the related warrants.

As of the date of this report, a total of approximately 4.6 million additional shares of common stock and approximately 5.5 million additional warrants are estimated to be issuable under the adjustment provisions applicable to the above and certain other recent sales of securities.

The Company relied on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act in connection with the sales of securities to accredited investors in the private placement.