SecProbe.io

February 6, 2018

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

Re: CytoDyn Inc.
 Schedule TO -I/A
Filed January 31, 2018
File No.  005-79349

Dear Dr. Pourhassan :

We have limited our review of the above filing to those issues we have addressed in our
comment.   Please respond to this letter by amending the filing or providing the requested
information.   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 your response.

After reviewing any amendment to the filing and the information you provide in response
to our comment, we may have additional comments.

General

1. We note that you have conducted a series of offerings, between November 3 0, 2017 and
January 31, 201 8, in which you sold shares of your common stock and warrants to
purchase shares of your common stock to certain investors , including directors of the
company .  We also note that certain of such offerings involve d the issuance of warrants
to purchase common stock to Paulson Investment Company, LLC in consideration for its
services as placement agent in such offerings.  For instance, we note that, according to
Form 4 filings made on February 2, 2018,  it appears that  certain directors of your
company purchased common stock and warrants to purchase common stock in your
January 31, 2018 offering.  As another example, according to a Form 8 -K filed January
23, 2018, you granted Paulson Investment Company , LLC, the solicitation agent in your
current tender offer, warrants to purchase common stock.  Please provide a detailed legal
analysis as to your compliance with Rule 13e -4(f)(6) and Rule 14e -5 with respect to these
offerings.

We remind you that th e company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Nader Z. Pourhassan, Ph.D.
CytoDyn Inc.
February 6, 2018
Page 2

 Please contact Bryan Hough , Staff Attorney, at (202) 551 -8625  or me at (202)  551-3589
if you have any questions regarding our comment .

Sincerely,

 /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc:  Michael Lerner, Esq.
 Steven Skolnick, Esq.
 Lowenstein Sandler  LLP