SecProbe.io

September 13, 2019
Nader Z. Pourhassan, Ph.D.
Chief Executive Officer
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660
Re:CytoDyn Inc.
Registration Statement on Form S-3
Filed August 29, 2019
File No. 333-233526
Dear Dr. Pourhassan:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and 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 your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed August 29, 2019
General
1.We note that the forum selection provision in Article X of your Amended and Restated
Certificate of Incorporation identifies the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.” Please
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also
revise your prospectus to state that there is uncertainty as to whether a court would

 FirstName LastNameNader Z. Pourhassan, Ph.D.
 Comapany NameCytoDyn Inc.
 September 13, 2019 Page 2
 FirstName LastName
Nader Z. Pourhassan, Ph.D.
CytoDyn Inc.
September 13, 2019
Page 2
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. If this provision does not apply to
actions arising under the Securities Act or Exchange Act, please tell us how you will
inform investors in future filings that the provision does not apply to any actions arising
under the Securities Act or Exchange Act.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Ada Sarmento at 202-551-3798 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       James O’Grady, Esq.