SecProbe.io

Mail Stop 4 546

September 7, 2016

Nader Pourhassan , Ph.D.
President and Chief Executive Officer
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660

Re: CytoDyn Inc.
  Registration Statement on Form S-3
Filed  August 26 , 2016
  File No.  333-213349

Dear Dr. Pourhassan :

We have limited our review of your registration statement to those issue addressed in our
comment. Please respond to this letter by amending your registration statement as requested .  If
you do not believe our comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in a response.

After reviewing any amendment to your regis tration statement and the information you
provide in response to this comment, we may have  additional comments.

Incorporation of Certain Information by Reference, page 33

1. Please revise to include the current report on Form 8 -K you filed on August 24, 2016
among the documents you are incorporating by reference.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fil ing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Nader Pourhassan , Ph.D.
CytoDyn Inc.
September 7, 2016
Page 2

 the action of the Commission or the staff,  acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin at (202) 551 -3625
with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Michael J. Lerner, Esq.