October 4, 2018

Nader Z. Pourhassan, Ph.D.
President and Chief Executive Officer
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660

       Re: CytoDyn Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed September 7, 2018
           Response dated September 24, 2018
           File No. 000-49908

Dear Dr. Pourhassan:

     We have reviewed your response dated September 24, 2018 and have the
following
comment.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.

Response dated September 24, 2018

General

1.    As it appears you will acquire substantially all of the assets of
ProstaGene, and a
      presumption exists that a separate entity is a business, it appears that
you will acquire a
      business for purposes of Rule 3-05 of Regulation S-X. Please revise your
preliminary
      proxy statement to provide the disclosure required by Items 11(e), 13 and
14 of Schedule
      14A pursuant to Note A of Schedule 14A.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Nader Z. Pourhassan, Ph.D.
CytoDyn Inc.
October 4, 2018
Page 2




       Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at
202-551-3625 with
any questions.



                                                         Sincerely,
FirstName LastNameNader Z. Pourhassan, Ph.D.
                                                         Division of
Corporation Finance
Comapany NameCytoDyn Inc.
                                                         Office of Healthcare &
Insurance
October 4, 2018 Page 2
cc:       Steven M. Skolnick - Lowenstein Sandler LLP
FirstName LastName