United States securities and exchange commission logo December 29, 2020 Nader Z. Pourhassan, Ph.D. Chief Executive Officer CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, WA 98660 Re: CytoDyn Inc. Registration Statement on Form S-3 Filed December 18, 2020 File No. 333-251522 Dear Dr. Pourhassan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ada D. Sarmento at 202-551-3798 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Arian Colachis, Esq.