Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2024

CytoDyn Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-49908	83-1887078
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1111 Main Street, Suite 660

Vancouver, Washington 98660

(Address of principal executive offices, including zip code)

(360) 980-8524

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

On May 6, 2024, CytoDyn Inc. (the “Company”), at the direction of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), dismissed BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm. The Company promptly took action to dismiss BF Borgers following the entry of an order by the Securities and Exchange Commission (the “SEC”) on May 3, 2024, that permanently bars BF Borgers and its principal from appearing or practicing before the SEC. The Audit Committee has commenced a search for a replacement independent registered public accounting firm to perform the Company’s audit for the fiscal year ending May 31, 2024, and will announce its selection when made.

BF Borgers, which was engaged as the Company’s independent auditor only from October 5, 2023 to May 3, 2024, did not perform an audit of the Company’s financial statements during its engagement and consequently, did not issue an adverse or qualified opinion or disclaimer of opinion with respect to the Company’s audited financial statements. There were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K), between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during its engagement. There also were no “reportable events” under Item 304(a)(1)(v) of Regulation S-K that occurred or were identified during the period from October 5, 2023, through May 3, 2024.

As BF Borgers is not currently permitted to appear or practice before the SEC, a letter from BF Borgers stating whether it agrees with the above disclosures has not been included in this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CYTODYN INC.

Date: May 6, 2024	By	/s/ Mitchell Cohen
		Mitchell Cohen
		Interim Chief Financial Officer

Document and Entity Information	May 06, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 06, 2024
Entity Registrant Name	CytoDyn Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-49908
Entity Tax Identification Number	83-1887078
Entity Address, Address Line One	1111 Main Street
Entity Address, Adress Line Two	Suite 660
Entity Address, City or Town	Vancouver
Entity Address State Or Province	WA
Entity Address, Postal Zip Code	98660
City Area Code	360
Local Phone Number	980-8524
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001175680
Amendment Flag	false