SecProbe.io

December 5, 2017

Via E -Mail
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
Filed November 24, 2017
File No.  005-79349

Dear Dr. Pourhassan :

We have limited our review of the above filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand the disclosure.

Please respond to this letter by amendin g the filing or providing the requested
information.  If you do not believe our comments apply to the 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 these comments, we  may have additional comments .

Exhibit 99(a)(1)( B)

Offer to Amend and Exercise

1. Condition (i) to the offer as set forth on  pages 1 and 15 suggests  that the offer is  limited
to holders of Original Warrants who are accredited investors.  Since it is possible that the
current holders of Original Warrants may not consist entirely of accredited investors,
please revise the Offer to Amend and Exercise and accompanying Acce ptance and
Exercise Documents to clarify that the offer is not limited t o accredited investors .  Refer
to Rule 13e -4(f)(8)(i).

Exhibit 99(a)(1)(C)

Acknowledgments and Repres entations and Warranties

Nader Z. Pourhassan, Ph.D.
CytoDyn Inc.
December 5, 2017
Page 2

 2. Representations and warranties (2) through (5), set forth on page 2, appear to operate as
disclaimers or waivers of rights and/or to impermissibly restrict participation in the tender
offer under Rule 13e -4(f)(8)(i).  Please revise to eliminate these repre sentations as a
requirement to tender, or provide an analysis as to how these representations do not so
operate and are consistent with Rule 13e -4(f)(8)(i).

We remind you that the 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.

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

Sincerely,

 /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc:  Via E -Mail
 Michael Lerner, Esq.
 Steven Skolnick, Esq.
 Lowenstein Sandler LLP