CytoDyn Inc.
For the period ended May 31, 2026. Filed Aug 31, 2026.
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FY2026 · Filed Aug 31, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this Annual Report on Form 10‑K:
(1)
Consolidated Financial Statements
The consolidated financial statements for the fiscal years ended May 31, 2026, and 2025 are included under Part II, Item 8 of this report.
(2)
Financial Statement Schedules:
All schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
(3)
Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo | Description | Filed Herewith | Form | Exhibit No. | Filing Date |
| 2.1 | Asset Purchase Agreement, dated as of July 25, 2012, between CytoDyn Inc. and Progenics Pharmaceuticals, Inc | 8-K | 10.1 | 7/30/2012 | |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended November 21, 2025 | POS AM | 3.1 | 12/10/2025 | |
| 3.2 | Amended and Restated Bylaws of CytoDyn Inc. | 8-K12G3 | 3.2 | 11/19/2018 | |
| 4.1 | Description of the Registrant’s Capital Stock | X | |||
| 4.2 | Form of Common Stock Certificate | 8-K12G3 | 4.1 | 9/1/2015 | |
| 4.3 | Form of Warrant to Purchase Common Stock | 8-K | 4.1 | 1/31/2019 | |
| 4.4 | Form of Common Stock Purchase Warrant | 8-K | 4.1 | 8/29/2019 | |
| 4.5 | Form of Common Stock Purchase Warrant | 8-K | 4.1 | 12/27/2019 | |
| 4.6 | Secured Convertible Promissory Note between CytoDyn Inc. and Streeterville Capital, LLC, dated April 2, 2021 | 8-K | 4.1 | 4/8/2021 | |
| 4.7 | Secured Convertible Promissory Note between CytoDyn Inc. and Uptown Capital, LLC, dated April 23, 2021 | 8-K | 4.1 | 4/29/2021 | |
| 4.8 | Form of Warrant | 8-K | 4.1 | 9/7/2021 | |
| 4.9 | Initial Warrant Issued under Surety Bond Backstop Agreement | 8-K | 4.1 | 2/17/2022 | |
| 4.10 | Make-Whole Warrant Issued under Surety Bond Backstop Agreement | 8-K | 4.2 | 2/17/2022 | |
| 4.11 | Warrant Issued to Richard G. Pestell | 10-K | 4.22 | 8/15/2022 | |
| 4.12 | Initial Warrant Issued under Surety Bond Backstop Extension | 10-K | 4.19 | 9/14/2023 |
| 4.13 | Subsequent Warrant Issued under Surety Bond Backstop Extension | 10-K | 4.20 | 9/14/2023 |
| 4.14 | Amendment to Secured Convertible Promissory Note between CytoDyn Inc. and Streeterville Capital, LLC, dated April 2, 2021 | 10-Q | 10.1 | 4/8/2026 |
| 4.15 | Amendment to Secured Convertible Promissory Note between CytoDyn Inc. and Uptown Capital, LLC dated April 23, 2021 | 10-Q | 10.2 | 4/8/2026 |
| 10.1 | Development and License Agreement between Protein Design Labs, Inc. (to which AbbVie Biotherapeutics Inc. is successor in interest) and Progenics Pharmaceuticals, Inc. (to which CytoDyn Inc. is successor in interest) effective as of April 30, 1999, as amended by letter agreement dated November 24, 2003 | 10-K | 10.21 | 8/29/2013 |
| 10.2 | License Agreement between CytoDyn Inc. and Lonza Sales AG dated July 29, 2015 | 8-K/A | 10.1 | 8/19/2015 |
| 10.3 | Development and Manufacturing Services Agreement, dated as of November 9, 2016, by and between CytoDyn Inc. and CMC ICOS Biologics, Inc. | 10-Q | 10.4 | 4/13/2017 |
| 10.4 | Work Statement No. 01, dated as of November 9, 2016, by and between CytoDyn Inc. and CMC ICOS Biologics, Inc. | 10-Q | 10.5 | 4/13/2017 |
| 10.5 | Form of Indemnification Agreement | 10-Q | 10.2 | 10/9/2018 |
| 10.6 | Security Agreement between CytoDyn Inc. and Streeterville Capital, LLC, dated April 2, 2021 | 8-K | 10.2 | 4/8/2021 |
| 10.7 | Security Agreement between CytoDyn Inc. and Uptown Capital, LLC, dated April 23, 2021 | 8-K | 10.2 | 4/29/2021 |
| 10.8* | CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) | 10-Q | 10.4 | 1/9/2023 |
| 10.9* | Form of Stock Option Award Agreement for Executive Employees under the 2012 Plan | 10-K | 10.43 | 8/14/2020 |
| 10.10* | Form of Stock Option Award Agreement for Non-Employee Directors under the 2012 Plan | 10-K | 10.9 | 8/29/2013 |
| 10.11* | Form Stock Option Award Agreement (For Non-Employee Directors) | 10-Q | 10.2 | 1/9/2023 |
| 10.12* | Form Stock Option Award Agreement (For Executives) | 10-Q | 10.3 | 1/9/2023 | |
| 10.13* | Employment Agreement between CytoDyn Inc. and Tyler Blok, effective August 15, 2023 | 10-Q | 10.1 | 10/23/2023 | |
| 10.14* | Employment Agreement between the Company and Jacob P. Lalezari, M.D., dated January 26, 2024 | 8-K | 10.1 | 1/29/2024 | |
| 10.15* | Employment Agreement between the Company and Robert E. Hoffman, dated May 2, 2025 | 8-K | 10.1 | 5/6/2025 | |
| 10.16 | Standby Equity Purchase Agreement dated November 3, 2025 by and between the Registrant and YA II PN, Ltd. | 8-K | 10.1 | 11/3/2025 | |
| 19.1 | Statement of Insider Trading Policy and Related Trading Procedures | 10-K | 19.1 | 7/25/2025 | |
| 21 | Subsidiaries of the Registrant | X | |||
| 23 | Consent of CBIZ CPAs P.C. | X | |||
| 31.1 | Certification of Principal Executive Officer under Rule 13a‑14(a) | X | |||
| 31.2 | Certification of Chief Financial Officer under Rule 13a‑14(a) | X | |||
| 32 | Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | X | |||
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||
- Management contract, compensatory plan or arrangement
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