CytoDyn stockholders approve share increase and elect full board

Rhea-AI Filing Summary

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.

Insights

Equity Capital Structure Analyst

CytoDyn expands authorized shares and confirms all governance items.

The key development is the increase in authorized common stock from 1,750,000,000 to 2,250,000,000 shares via a Certificate of Amendment filed in Delaware. This enlarges the pool of shares the board can use for future financing, equity compensation, or corporate transactions, though no specific issuances are described here.

Stockholders also backed all board nominees and endorsed CBIZ CPAs P.C. as auditor for the fiscal year ending May 31, 2026. Advisory votes supported current executive pay practices and set say-on-pay frequency at one year, indicating alignment with an annual feedback cycle.

Any effect on ownership dilution or funding strategy would depend on how and when the additional authorized shares are actually issued, which is not detailed in this content.

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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, 2025

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

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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:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None	​	None	​	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. ☐

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 21, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, increasing the total number of authorized shares of common stock, par value $0.001 per share, from 1,750,000,000 to 2,250,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

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Item 5.07    Submission of Matters to a Vote of Security Holders.

CytoDyn Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on November 21, 2025. On November 21, 2025, the Inspector of Election issued its final report certifying the final voting results for the Annual Meeting, which were as follows:

1.Election of Directors.

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Nominee	​	For	​	Withheld	​	Broker Non-Votes
Tanya Durkee Urbach	​	422,993,702	​	86,884,590	​	234,761,991
Stephen M. Simes	​	461,503,424	​	48,374,868	​	234,761,991
Ryan M. Dunlap	​	465,428,046	​	44,450,246	​	234,761,991
Lishomwa C. Ndhlovu, M.D., Ph.D.	​	462,857,219	​	47,021,073	​	234,761,991
Karen J. Brunke, Ph.D.	​	463,364,278	​	46,514,014	​	234,761,991

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The stockholders elected each of the Company’s director nominees to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal.

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2. Advisory vote on selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending May 31, 2026.

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For	​	Against	​	Abstentions
721,348,317		17,565,874		5,726,090

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The stockholders approved, on an advisory basis, the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending May 31, 2026.

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3. Advisory vote on compensation of named executive officers.

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For	​	Against	​	Abstentions	Broker Non-Votes
389,864,422		108,351,482		11,662,388	234,761,991

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The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

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4. Advisory vote on the frequency of holding an advisory vote on executive compensation.

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One Year	​	Two Years	​	Three Years	Abstentions	Broker Non-Votes
451,446,382		17,451,685		11,563,946	29,416,278	234,761,992

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The stockholders voted, on an advisory basis, to hold an advisory vote on executive compensation every one year.

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5. Vote to amend the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 1,750,000,000 to 2,250,000,000 shares.

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	​		​
For	​	Against	​	Abstentions	​
671,591,768		69,716,006		3,332,509	​

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The stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 1,750,000,000 to 2,250,000,000 shares.

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Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is filed with this Current Report on Form 8-K: 

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Exhibit No.		Description
3.1	​	Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc. dated November 21, 2025
104	​	Cover Page Interactive Data File (formatted as inline XBRL)

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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 21, 2025	By	/s/ Tyler Blok
​	​	Tyler Blok
​	​	Chief Legal Officer and Corporate Secretary

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FAQ

What did CytoDyn Inc. (CYDY) change in its capital structure?

CytoDyn Inc. increased its authorized common stock from 1,750,000,000 to 2,250,000,000 shares through a Certificate of Amendment filed in Delaware.

Did CytoDyn stockholders approve the increase in authorized shares?

Yes. Stockholders approved an amendment to the certificate of incorporation to raise authorized common stock to 2,250,000,000 shares, with 671,591,768 votes for, 69,716,006 against, and 3,332,509 abstentions.

Which directors were elected at CytoDyn's 2025 annual meeting?

Stockholders elected Tanya Durkee Urbach, Stephen M. Simes, Ryan M. Dunlap, Lishomwa C. Ndhlovu, M.D., Ph.D., and Karen J. Brunke, Ph.D. to serve until the 2026 annual meeting.

Who is CytoDyn's independent registered public accounting firm for FY ending May 31, 2026?

Stockholders approved, on an advisory basis, the selection of CBIZ CPAs P.C. as CytoDyn's independent registered public accounting firm for the fiscal year ending May 31, 2026, with 721,348,317 votes for.

How did CytoDyn stockholders vote on executive compensation?

In an advisory vote, stockholders approved the compensation of named executive officers, with 389,864,422 votes for, 108,351,482 against, 11,662,388 abstentions, and 234,761,991 broker non-votes.

How often will CytoDyn hold say-on-pay votes going forward?

Stockholders voted, on an advisory basis, to hold an advisory vote on executive compensation every one year, receiving 451,446,382 votes in favor of the one-year frequency.