Welcome to our dedicated page for Cytodyn SEC filings (Ticker: CYDY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CytoDyn Inc. (CYDY) SEC filings page on Stock Titan provides direct access to the company’s U.S. Securities and Exchange Commission disclosures, along with AI-assisted context. As a Delaware-incorporated, clinical-stage biotechnology and oncology company trading on the OTCQB, CytoDyn files a variety of documents that detail its clinical strategy, governance, capital structure, and material events.
Key filings for CYDY include current reports on Form 8‑K, which the company uses to report significant developments. Recent 8‑Ks describe an agreement in principle to settle a securities class action lawsuit, including the contemplated mix of cash and common stock, and a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville) that outlines terms under which CytoDyn may sell common stock over a multi‑year period. Another 8‑K and related proxy materials document stockholder approval of an amendment to increase the total number of authorized shares of common stock and the filing of a corresponding Certificate of Amendment in Delaware.
CytoDyn’s definitive proxy statement on Schedule DEF 14A provides additional insight into corporate governance, annual meeting agendas, advisory votes on executive compensation, auditor selection, and proposals related to share authorization. The proxy statement also explains how the company solicits votes, conducts virtual stockholder meetings, and structures its board elections.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight the main points of each document, helping readers quickly understand complex legal and financial language. Real-time updates from EDGAR ensure that new 8‑Ks, proxy statements, and other reports appear promptly, while structured data makes it easier to track items such as amendments to the certificate of incorporation, equity financing arrangements, and outcomes of stockholder votes.
For investors analyzing CYDY, the SEC filings page is a primary source for understanding how CytoDyn manages its capital, responds to litigation, and formalizes decisions that affect shareholders, all grounded in the company’s official regulatory disclosures.
CytoDyn files a prospectus supplement registering up to 375,999,668 shares of common stock for resale, consisting of 181,324,099 shares being resold and 194,675,569 shares issuable upon exercise of warrants. The supplement updates the Form S-1 prospectus and incorporates the Company’s Form 8-K disclosure dated February 27, 2026.
The 8-K discloses private financings completed in January–February 2026: a placement-agent-led private unit offering of approximately 81.4 million units for approximately $17.5 million, direct private sales including 3,944,773 shares for about $1.0 million, a SEPA issuance of ~0.8 million shares for ~$0.2 million, and convertible-note exchanges issuing ~5.9 million shares.
CytoDyn Inc. reported several recent private financing transactions that together raised new cash and issued additional common shares and warrants. Through a placement agent offering begun in January 2026, the company received binding subscriptions for about 81.4 million units at $0.2153 per unit, for roughly $17.5 million in cash; each unit includes one share and a five-year warrant with a $0.26 exercise price. CytoDyn also sold 3,944,773 shares directly to an accredited investor for about $1.0 million, and a separate investor bought 464,468 similar units for $100,000. Under a standby equity purchase agreement with Yorkville, the company issued about 0.8 million shares for roughly $0.2 million. In addition, it exchanged portions of a convertible note into new notes and issued about 5.9 million shares to the noteholder in satisfaction of $1.5 million of principal.
CytoDyn Inc. files a prospectus supplement covering the resale of up to 375,999,668 shares of common stock, including 181,324,099 outstanding shares and 194,675,569 shares issuable upon warrant exercise, by existing stockholders.
The supplement incorporates CytoDyn’s latest quarterly report for the period ended November 30, 2025, which shows cash and cash equivalents of $4.98 million, current liabilities of $85.11 million, total liabilities of $128.68 million, and a stockholders’ deficit of $119.75 million. The company reported a net loss of $22.61 million for the quarter and $28.15 million for the six-month period, and discloses that these conditions raise substantial doubt about its ability to continue as a going concern. CytoDyn outlines a standby equity purchase agreement of up to $30 million, significant outstanding convertible notes, and an agreement in principle to settle a securities class action with $500,000 in cash and 49 million shares.
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.