FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Welch David F

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/10/2019 

3. Issuer Name and Ticker or Trading Symbol

CytoDyn Inc. [CYDY]

(Last)        (First)        (Middle)

1111 MAIN STREET, SUITE 660

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

VANCOUVER, WA 98660       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   963333   I   See Footnote   (2)
Common Stock   1675280   I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy)     (1) 1/28/2021   Common Stock   166666   $0.75   I   See Footnote   (2)
Warrant (Right to Buy)     (1) 2/16/2023   Common Stock   600000   $0.75   I   See Footnote   (2)
Warrant (Right to Buy)     (1) 12/28/2023   Common Stock   1000000   $0.30   I   See Footnote   (2)
Warrant (Right to Buy)     (1) 9/8/2022   Common Stock   384615   $0.75   I   See Footnote   (3)
Warrant (Right to Buy)     (1) 9/14/2023   Common Stock   500000   $0.75   I   See Footnote   (3)
Convertible Promissory Note     (1) 9/28/2019   Common Stock   2000000   (4) $0.50   (5) I   See Footnote   (2)

Explanation of Responses:
(1)  The securities were exercisable on the date of the event which required the filing of this report.
(2)  The reported securities of CytoDyn Inc. (the "Company") are held by LRFA, LLC, a Delaware limited liability company ("LRFA"). David F. Welch, Ph.D. is the sole managing member of LRFA. Dr. Welch disclaims beneficial ownership of the securities held by LRFA, except to the extent of his pecuniary interest therein.
(3)  The reported securities of the Company are held by David Welch Tr Ua 03/02/2000 Welch Charitable Remainder Unitrust Agreement II, for which Dr. Welch is a trustee.
(4)  Does not include additional shares issuable upon conversion of accrued interest.
(5)  Subject to adjustment in the event of certain stock split or reverse stock split recapitalizations.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Welch David F
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660
X



Signatures
/s/ Michael D. Mulholland, as attorney-in-fact 1/22/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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