Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

CytoDyn Inc.

(Exact Name of Registrant as Specified in Charter)

Table 1: Newly Registered Securities

Security
Type

Security Class Title

Fee
Calculation
Rule

Amount
Registered(1)

Proposed
Maximum
Offering
Price Per
Share

Maximum
Aggregate
Offering
Price

Fee Rate

Amount of
Registration
Fee

Fees to Be Paid

Equity

Common Stock, $0.001 par value per share

457(c)

72,012,484 (2)

$0.275 (7)

$19,803,433.10

.0001102

$2,182.34

Fees to Be Paid

Equity

Common Stock, $0.001 par value per share, issuable upon exercise of warrants with an exercise price of $0.10 per share or less

457(g)

44,000,000(3)

$0.275 (7)

$12,100,000.00

.0001102

$1,333.42

Fees to Be Paid

Equity

Common Stock, $0.001 par value per share, issuable upon exercise of warrants with an exercise price of $0.23 per share or less

457(g)

10,736,575(4)

$0.275 (7)

$2,952,558.13

.0001102

$325.37

Fees to Be Paid

Equity

Common Stock, $0.001 par value per share, issuable upon exercise of warrants with an exercise price of $0.37 per share or less

457(g)

7,000,000(5)

$0.37 (8)

$2,590,000.00

.0001102

$285.42

Fees to Be Paid

Equity

Common Stock, $0.001 par value per share, issuable upon exercise of warrants with an exercise price of $0.50 per share

457(g)

72,012,484(6)

$0.50 (8)

$36,006,242.00

.0001102

$3,967.89

Total Offering Amounts

__

Total Fees Previously Paid

__

Total Fee Offsets

__

Net Fee Due

$8,094.44

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an indeterminate number of shares that may be issued upon any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s common stock, as applicable.

(2)

Consists of 72,012,484 shares of the Registrant’s common stock beneficially owned by certain selling stockholders. These shares are being registered for resale on this Registration Statement on Form S-1.

(3)

Consists of 44,000,000 shares of the Registrant’s common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant’s common stock at a price of $0.10 per share or less. These shares are being registered for issuance on this Registration Statement on Form S-1.


(4)

Consists of 10,736,575 shares of the Registrant’s common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant’s common stock at a price of $0.23 per share or less. These shares are being registered for issuance on this Registration Statement on Form S-1.

(5)

Consists of 7,000,000 shares of the Registrant’s common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant’s common stock at a price of $0.37 per share or less. These shares are being registered for issuance on this Registration Statement on Form S-1.

(6)

Consists of 72,012,484 shares of the Registrant’s common stock issuable upon the exercise of common stock warrants. Each such warrant currently is exercisable for one share of the Registrant’s common stock at a price of $0.50 per share. These shares are being registered for issuance on this Registration Statement on Form S-1.

(7)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. Based on the average of the high and low reported trading prices of the Registrant’s common stock as reported on the OTCQB of OTC Markets Group, Inc. on June 12, 2023.

(8)

Based on the exercise price of the warrants.