Filed pursuant to Rule 424(b)(3)
Registration No. 333-272815
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated October 11, 2023)
Up
to 205,652,848 Shares of Common Stock
This prospectus supplement
updates, amends and supplements the prospectus dated October 11, 2023, relating to our Registration Statement on Form S-1 (Registration
No. 333-272815) (as supplemented or amended from time to time, the “Prospectus”). Capitalized terms used in this prospectus
supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement
is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2023, which is set forth below.
This prospectus supplement
is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered
with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement
updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future
reference. The Prospectus, together with this prospectus supplement, relates to the resale of up to 74,903,789 shares of our common
stock, par value $0.001 per share (the “common stock”), and 130,749,059 shares of our common stock underlying certain warrants
(collectively, the “Shares”), by the selling stockholders identified in the Prospectus under “Selling Stockholders”.
Our common stock is quoted
on the OTCQB of OTC Markets Group, Inc. under the symbol “CYDY.” On November 27, 2023, the closing price of our
common stock was $0.18 per share.
Investing
in our securities involves risk. You should carefully consider the risks that we have described under the section captioned “Risk
Factors” in the Prospectus on page 8 and in Part II, Item 1A of the 2024 First Quarter 10-Q before
buying our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is November 28, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 21, 2023
CytoDyn Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
000-49908 |
83-1887078 |
(State or other jurisdiction of incorporation or
organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1111 Main Street, Suite 660
Vancouver, Washington 98660
(Address of principal executive offices, including
zip code)
(360) 980-8524
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
None |
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None |
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None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02. Termination of Material Definitive Agreement.
On November 21, 2023, Samsung BioLogics Co., Ltd. (“Samsung”),
informed CytoDyn Inc., a Delaware corporation (the “Company”), of Samsung’s intent to terminate, effective January 5,
2024, the Master Services Agreement (the “Agreement”) entered into between Samsung and the Company in April 2019. The
Agreement provides for Samsung to perform non-exclusive services relating to technology transfer, process validation, manufacturing, pre-approval
inspection, vial filling, and supply and storage services for leronlimab bulk drug substance and drug product. Samsung paused manufacturing
for all unfulfilled commitments under the Agreement in January 2022. The Company currently holds sufficient leronlimab to conduct
its prospective clinical trial(s) in the short term, and will also be continuing its efforts to resolve outstanding issues under
the Agreement with Samsung, including the contractual requirements for notice of breach and termination, an extended payment schedule
to address any outstanding past due balance, and the continued postponement of manufacturing.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CYTODYN INC. |
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Date: November 28, 2023 |
By |
/s/ Antonio Migliarese |
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Antonio Migliarese |
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Chief Financial Officer |
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