CytoDyn (CYDY) announces stock-and-cash settlement in principle in securities class action

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Potentially significant dilution from litigation settlement: the proposed resolution of the securities class action includes issuing 49 million new common shares plus $500,000 in cash, which could materially affect existing shareholders if completed.
• Ongoing litigation risk until final approval: the agreement in principle is contingent on documentation and court approval, and the company warns that failure to settle could materially impact its financial condition, results of operations, and cash flows.

Insights

Litigation and capital structure analyst

CytoDyn proposes a large stock-and-cash deal to resolve a securities class action, but completion and terms remain uncertain.

CytoDyn has outlined an agreement in principle to resolve a securities class action through a combination of $500,000 in cash and 49 million shares of common stock. This structure limits the immediate cash outlay but introduces a significant prospective issuance of equity, which, if completed, would add a substantial number of new shares relative to many micro- and small-cap capital structures.

The company highlights multiple contingencies: detailed documentation, court approval, and the possibility of objections or appeals. It also notes that the agreement does not admit fault or liability. Until a final, non-appealable order is entered, the litigation continues to pose risk, and the timing of resolution is described as potentially taking several months.

If the settlement were not finalized or approved, CytoDyn indicates it would continue to litigate and acknowledges that an unfavorable outcome could have a material adverse effect on its financial condition, results of operations, and cash flows. Investors evaluating this development may focus on future disclosures describing whether the agreement progresses to a signed stipulation and court approval, as well as any resulting changes in the company’s share count once and if the settlement is implemented.

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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 23, 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 8.01 Other Events.

On November 23, 2025, CytoDyn Inc. (the “Company”) reached an agreement in principle to settle the securities class action pending in the United States District Court for the Western District of Washington (the “Court”), Courter et al. v. CytoDyn Inc. et al, Case No. C21-5190 BHS (the “Securities Class Action”). The agreement in principle provides for a payment by the Company to the class of $500,000 in cash and 49 million shares of common stock of the Company in exchange for the dismissal and release of all claims against all defendants in the Securities Class Action. The agreement is subject to final documentation, court approval, and other conditions.

There can be no assurances as to the ultimate outcome of the Securities Class Action, including that the final settlement agreement will be executed, that the settlement agreement, if executed, will include the terms and conditions currently anticipated by the Company, that such agreement will be approved by the Court, or that any revised settlement terms, if applicable, will be finalized by the parties and approved by the Court. A final, non-appealable closure of the litigation could take several months. The agreement in principle does not constitute an admission by the Company of any fault or liability and the Company does not admit fault or liability. If the settlement cannot be finalized by the parties or is not approved by the Court, the Company will defend the Securities Class Action vigorously and believes there are meritorious defenses and legal standards that must be met for, among other things, success by the plaintiffs on the merits. If the parties are unable to finalize the settlement, the Securities Class Action could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows.

Forward-Looking Statements

This Item 8.01 of this Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are largely based on the Company’s current expectations about future events. Such forward-looking statements include, in particular, the Stipulation of Settlement resolving the Securities Class Action, the expected activity and expense required by the proposed settlement, the defendant’s ability to overcome any objections or appeals regarding the Stipulation of Settlement, and satisfactory resolution of any future litigation or other disagreements with others. These forward-looking statements may be identified by the use of terms and phrases such as “believes,” “could,” “would,” “potentially,” “strategy,” “objectives,” “expects,” “may,” “plans,” “will,” and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or the Company’s future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by any forward-looking statements. The reader is cautioned not to rely on these statements, which are based on current expectations of future events. For important information about these statements and the Company, including the risks, uncertainties, and other factors that could cause actual results to vary materially from the assumptions, expectations, and projections expressed in any forward-looking statements, the reader should review our Annual Report on Form 10-K for the fiscal year ended May 31, 2025, including the section captioned “Forward-Looking Statements” and in Item 1A, as well as subsequent reports filed with the SEC. The Company does not undertake to update any forward-looking statement as a result of new information or future events or developments except as required by applicable law.

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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: December 1, 2025	By	/s/ Tyler Blok
​	​	Tyler Blok
​	​	Chief Legal Officer and Corporate Secretary

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FAQ

What litigation update did CytoDyn Inc. (CYDY) disclose?

CytoDyn Inc. disclosed that it has reached an agreement in principle to settle a securities class action, Courter et al. v. CytoDyn Inc., pending in the U.S. District Court for the Western District of Washington.

What are the key financial terms of CytoDyn’s proposed securities class action settlement?

The agreement in principle provides for a payment to the class of $500,000 in cash and 49 million shares of CytoDyn common stock in exchange for dismissal and release of all claims against all defendants.

Is CytoDyn’s securities class action settlement final?

No. CytoDyn states the agreement is subject to final documentation, court approval, and other conditions, and there is no assurance it will be executed or approved on the currently anticipated terms.

Does CytoDyn admit liability in the proposed settlement of the securities class action?

No. CytoDyn specifies that the agreement in principle does not constitute an admission of fault or liability, and the company does not admit fault or liability in connection with the case.

What risks does CytoDyn highlight if the securities class action settlement is not approved?

CytoDyn notes that if the settlement cannot be finalized or is not approved by the court, it will continue to defend the case. The company warns that an adverse outcome could have a material adverse effect on its financial condition, results of operations, and cash flows.

How long could it take for CytoDyn’s securities class action to reach final closure?

CytoDyn indicates that achieving a final, non-appealable closure of the litigation could take several months, reflecting the time required for documentation, court review, and any potential appeals.