0001175680 2026-09-25 2026-09-25 0001175680 1 2026-09-25 2026-09-25 0001175680 2 2026-09-25 2026-09-25 0001175680 3 2026-09-25 2026-09-25 0001175680 4 2026-09-25 2026-09-25 0001175680 5 2026-09-25 2026-09-25 0001175680 6 2026-09-25 2026-09-25 0001175680 7 2026-09-25 2026-09-25 0001175680 8 2026-09-25 2026-09-25 0001175680 9 2026-09-25 2026-09-25 0001175680 10 2026-09-25 2026-09-25 0001175680 11 2026-09-25 2026-09-25 0001175680 12 2026-09-25 2026-09-25 0001175680 13 2026-09-25 2026-09-25 iso4217:USD pure shares S-3 S-3 EX-FILING FEES 0001175680 CytoDyn Inc. N/A N/A S-3 CytoDyn Inc. false Equity Common Stock, $0.001 par value per share true 410046456 0.2125 87134871.90 0.0001381 12033.33 false Equity Common Stock, $0.001 par value per share true 40750704 0.2125 8659524.60 0.0001381 1195.88 false Equity Common Stock, $0.001 par value per share true 31000000 0.2125 6587500.00 0.0001381 909.73 false Equity Common Stock, $0.001 par value per share true 11925625 0.2125 2534195.31 0.0001381 349.97 false Equity Common Stock, $0.001 par value per share true 44524027 0.2125 9461355.74 0.0001381 1306.61 false Equity Common Stock, $0.001 par value per share true 13070363 0.2153 2814049.15 0.0001381 388.62 false Equity Common Stock, $0.001 par value per share true 77603566 0.25 19400891.50 0.0001381 2679.26 false Equity Common Stock, $0.001 par value per share true 81748176 0.26 21254525.76 0.0001381 2935.25 false Equity Common Stock, $0.001 par value per share true 45289326 0.306 13858533.76 0.0001381 1913.86 false Equity Common Stock, $0.001 par value per share true 350000 0.35 122500.00 0.0001381 16.92 false Equity Common Stock, $0.001 par value per share true 7000000 0.37 2590000.00 0.0001381 357.68 false Equity Common Stock, $0.001 par value per share true 680000 0.45 306000.00 0.0001381 42.26 false Equity Common Stock, $0.001 par value per share true 30984046 0.50 15492023.00 0.0001381 2139.45 190215970.72 26268.82 0.00 0.00 26268.82 Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 410,046,456 shares of the Registrant's common stock beneficially owned by certain selling stockholders. These shares are being registered for resale on this Registration Statement on Form S-3. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low reported trading prices of the Registrant's common stock as reported on the OTCQB of OTC Markets Group, Inc. on September 24, 2026. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 40,750,704 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.09387 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low reported trading prices of the Registrant's common stock as reported on the OTCQB of OTC Markets Group, Inc. on September 24, 2026. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 31,000,000 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.10 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low reported trading prices of the Registrant's common stock as reported on the OTCQB of OTC Markets Group, Inc. on September 24, 2026. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 11,925,625 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.20889 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low reported trading prices of the Registrant's common stock as reported on the OTCQB of OTC Markets Group, Inc. on September 24, 2026. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 44,524,027 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.21 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low reported trading prices of the Registrant's common stock as reported on the OTCQB of OTC Markets Group, Inc. on September 24, 2026. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 13,070,363 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.2153 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 77,603,566 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.25 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 81,748,176 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.26 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 45,289,326 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.306 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 350,000 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.35 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 7,000,000 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.37 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 680,000 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.45 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the Registrant's common stock, as applicable. Consists of 30,984,046 shares of the Registrant's common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant's common stock at a price of $0.50 per share. These shares are being registered for issuance on this Registration Statement on Form S-3. Offering price per unit based on the exercise price of the warrants pursuant to Rule 457(g).