Cytodyn Inc SEC Filings

CytoDyn Inc. reported a much larger net loss for the quarter ended November 30, 2025 as it booked a sizable legal settlement accrual and continued funding development of its antibody leronlimab for cancer. Quarterly net loss was $22.6M versus $4.8M a year earlier, driven mainly by a $16.6M legal settlement loss. For the first six months, the company lost $28.1M compared with prior-year profit that was boosted by a one-time clinical expense return.

Cash and cash equivalents fell to $5.0M while current liabilities reached $85.1M, including convertible notes and accrued interest. Management states that recurring losses, an accumulated deficit of about $915.9M, and looming obligations raise substantial doubt about CytoDyn’s ability to continue as a going concern without new financing. To access capital, the company put in place a standby equity purchase agreement allowing sales of up to $30M of stock and shareholders approved an increase in authorized common shares to 2.25 billion.

CytoDyn Inc. is registering 375,999,668 shares of common stock for resale by existing investors, including 181,324,099 outstanding shares and 194,675,569 shares issuable upon exercise of warrants. The company itself is not selling shares and will receive no proceeds from stockholder sales, but could receive up to approximately $47.2 million if all covered warrants are exercised for cash. These shares stem from prior private placements, warrant and note transactions, and a 2024 warrant tender offer. CytoDyn is a clinical-stage biotechnology company developing its CCR5-targeting antibody leronlimab, with a focus on solid-tumor oncology. As of December 5, 2025, it reported approximately $4.2 million in unrestricted cash, about $16.7 million in accounts payable and accrued liabilities, a going concern audit opinion, and a highly volatile, penny-stock trading history.

CytoDyn Inc. reported that it has reached an agreement in principle to settle a federal securities class action, Courter et al. v. CytoDyn Inc., pending in the Western District of Washington. The proposed settlement calls for the company to provide $500,000 in cash and 49 million shares of its common stock to the plaintiff class in exchange for dismissal and release of all claims against all defendants.

The agreement remains subject to final documentation, court approval, and other conditions, and the company emphasizes there is no assurance the settlement will be completed on the anticipated terms, or at all. CytoDyn states the agreement does not constitute an admission of fault or liability. If the settlement is not finalized or approved, the company plans to continue defending the case and notes that an adverse outcome could materially affect its financial condition, results of operations, and cash flows.

CytoDyn Inc. reported that stockholders approved an amendment to its certificate of incorporation and the company filed a Certificate of Amendment in Delaware to increase its authorized common stock from 1,750,000,000 to 2,250,000,000 shares. This change expands the number of shares the company is permitted to issue in the future but does not itself represent a new issuance.

At the 2025 annual meeting, stockholders elected all five director nominees to serve until the 2026 annual meeting. They also approved, on an advisory basis, the selection of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending May 31, 2026, and supported the compensation of named executive officers.

In a separate advisory vote, stockholders chose to hold future advisory votes on executive compensation every one year, reinforcing an annual say-on-pay cadence.

CytoDyn Inc. filed a preliminary S-3 prospectus to register for resale up to 120,000,000 shares of common stock by YA II PN, Ltd. under a Standby Equity Purchase Agreement dated November 3, 2025. CytoDyn is not selling securities under this prospectus and will not receive proceeds from YA’s resales. Shares issued to YA, if any, would be priced at 98% of the lowest daily VWAP over a three-trading-day pricing period following an Advance Notice, subject to conditions and limits.

The agreement permits CytoDyn, at its discretion, to sell shares to YA for up to $30.0 million in aggregate gross proceeds. Consideration to YA includes a 1,270,110-share commitment fee (1.00% of the commitment amount) and a $25,000 structuring fee. An Ownership Limitation of 4.99% applies. Common shares outstanding were 1,262,563,778 as of October 31, 2025, and would be 1,382,563,778 if all 120,000,000 shares were issued. CYDY last closed at $0.236 on October 31, 2025 on OTCQB.

CytoDyn Inc. entered a Standby Equity Purchase Agreement with Yorkville, giving the company the right for 36 months to sell common stock in periodic advances up to an aggregate $30,000,000, subject to conditions. Shares sold in any advance are priced at 98% of the lowest daily VWAP over a three‑day pricing period after an advance notice, within trading volume limits and other customary caps.

Yorkville’s ownership is limited to 4.99% of outstanding voting power at any time. Closing each advance requires an effective SEC registration statement covering the resale of the commitment shares and any advance shares. CytoDyn paid a $25,000 structuring fee and will pay a 1.00% commitment fee in common shares, half within five days and half at six months. Net proceeds from any sales are expected to be used for working capital and general corporate purposes, including repayment of debt.

CytoDyn, Inc. reported a quarterly filing that raises substantial doubt about its ability to continue as a going concern and notes that its consolidated financial statements omit any adjustments that might be necessary if the company is unable to continue. The company disclosed a reduced outstanding balance on a note to $35.4 million after partitioned notes and described prior conversions and exchanges that produced millions of shares of common stock, including approximately 7.5 million shares issued in one transaction and a cashless warrant exercise for 23.1 thousand shares.

The company disclosed significant equity plan activity: the Amended and Restated 2012 Equity Incentive Plan covered 79.3 million and 66.8 million shares at August 31, 2025 and May 31, 2025, respectively, with an automatic 1% evergreen increase on June 1, 2025. Stock-based compensation expense uses Black-Scholes with a weighted-average fair value of $0.26 per option for grants in the three months ended August 31, 2025. Operating lease costs were approx. $31.0 thousand for the quarter. The company is evaluating multiple FASB ASUs affecting disclosure and tax reporting with varying effective dates through December 15, 2027.

CytoDyn Inc. presents portions of its definitive proxy statement covering board composition, compensation committee duties, equity authorization and potential dilution. The board seeks authorization to issue additional shares of common stock to satisfy payment obligations in shares, to attract and retain management, scientific personnel and outside directors, and for future capital-raising needs. The company warns that additional issuances could dilute existing stockholders and that stockholders have no preemptive rights. The board states it does not currently plan material anti-takeover measures but notes authorized-but-unissued shares could be used to deter a takeover. Compensation committee policies include annual review of peer groups, engagement of independent advisors, avoidance of options grants while in possession of material nonpublic information, and limits on director bonuses tied to performance. The filing discloses transactions exceeding $120,000 involving insiders or major holders since June 1, 2023.