SecProbe.io

September 26, 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
Response dated September 24, 2019
File No. 333-233526
Dear Dr. Pourhassan:
            We have reviewed your response dated September 24, 2019 and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our September 13, 2019 letter.
Response filed September 24, 2019
General
1.We note that in your response to our prior comment 1 you state that the exclusive forum
provision is “not intended to apply” to claims arising under the Securities Act and
Exchange Act.  However, we note that your proposed disclosure only states that you
“believe” that the exclusive forum provision would not apply to claims arising under the
Securities Act and Exchange Act.  Please revise your proposed disclosure to either
affirmatively state that your exclusive forum provision does not apply to Exchange Act or
Securities Act claims or that you do not intend for the provision to apply to Exchange Act
or Securities Act claims.

 FirstName LastNameNader Z. Pourhassan, Ph.D.
 Comapany NameCytoDyn Inc.
 September 26, 2019 Page 2
 FirstName LastName
Nader Z. Pourhassan, Ph.D.
CytoDyn Inc.
September 26, 2019
Page 2
            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.