October 4, 2021
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Jeffrey Gabor
Registration Statement on Form S-3
File No. 333-258944
Request for Acceleration
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, CytoDyn Inc. (the Company) hereby respectfully requests acceleration of the effectiveness of the Companys Registration Statement on Form S-3 filed on August 19, 2021 (File No. 333-258944) (the Registration Statement) so that the Registration Statement shall become effective at 11 am Eastern Time on October 6, 2021, or as soon as possible thereafter.
We would appreciate notification by telephone of the effective date of the Registration Statement and confirmation of such effectiveness in writing.
If you have any questions about the foregoing request, please contact our counsel, Mary Ann Frantz of Miller Nash LLP at (503) 880-0278, or the undersigned at (360) 980-8524.
|Very truly yours,|
|Chief Financial Officer|
cc: Mary Ann Frantz, Miller Nash LLP