EXPLANATORY NOTE
On February 27, 2013, CytoDyn Inc. (the Company) filed a Registration Statement on Form
S- 8 (File No. 333-186920) with the Securities and Exchange Commission (the SEC) to register 3,000,000 shares of its common stock, no par value per
share (the Original Registration Statement) to be issued under the CytoDyn Inc. 2012 Equity Incentive Plan (the 2012 Plan).
On February 27, 2015 the Companys stockholders approved an increase in the number of shares of Common Stock available under the
2012 Plan from 3,000,000 to 5,000,000.
On September 8, 2015, the Company filed a Post-Effective Amendment to the Original
Registration Statement to deregister the shares registered thereunder that remained unsold in connection with the Companys reincorporation into the State of Delaware, and simultaneously filed a new, currently effective Registration Statement
on Form S-8 (File No. 333-206813) to register 5,000,000 shares of common stock, par value $0.001 per share (Common Stock), to be issued pursuant to the
2012 Plan (the Second Registration Statement).
On March 18, 2016, the Companys stockholders approved an increase
in the number of shares of Common Stock available under the 2012 Plan from 5,000,000 to 7,000,000. On August 24, 2017, the Companys stockholders approved another amendment to the 2012 Plan to increase the number of shares of Common Stock
available from 7,000,000 to 15,000,000.
On March 23, 2018, the Company filed a new Registration Statement on Form S-8 (File No. 333- 223884) to register 10,000,000 additional shares of Common Stock to be issued pursuant to the 2012 Plan (the Third Registration Statement).
Effective November 16, 2018, the Company implemented a holding company reorganization, as a result of which, the Company became the
successor issuer and reporting company to the former CytoDyn Inc. (now the Companys wholly owned subsidiary, CytoDyn Operations Inc.). On November 20, 2018, the Company simultaneously filed Post-Effective Amendments to the Second
Registration Statement and to the Third Registration Statement to adopt, as a successor issuer, the Second Registration Statement and the Third Registration Statement.
On May 22, 2019, the Companys stockholders approved an increase in the number of shares of Common Stock available under the 2012
Plan from 15,000,000 to 25,000,000.
On March 30, 2020, the Company filed a new Registration Statement on Form S-8 (File No. 333-237490 ) to register 10,000,000 additional shares of Common Stock to be issued pursuant to the 2012 Plan (the Fourth Registration
Statement).
On September 30, 2020, the stockholders of the Company approved the CytoDyn Inc. Amended and Restated 2012 Equity
Incentive Plan (the A&R 2012 Plan) which, among other things, increased the number of shares of Common Stock of the Company authorized for issuance under the A&R 2012 Plan by 25,000,000 shares (the New Shares). The
maximum number of shares of Common Stock available for issuance under the A&R 2012 Plan, subject to adjustment pursuant to the terms of the A&R 2012 Plan, is now 50,000,000 shares.