Change in Certifying Accountants (Form 8-K)

Item 4.01. Changes in Registrant's Certifying Accountant.

​

Based on information provided by Marcum LLP ("Marcum") to CytoDyn Inc. (the "Company"), the attest business of Marcum, the Company's current independent registered public accounting firm, was acquired by CBIZ CPAs P.C. ("CBIZ") on November 1, 2024, and substantially all of the partners and staff of Marcum that provided attestation services joined CBIZ as of that date. Marcum continued to serve as the Company's independent registered public accounting firm until May 14, 2025. On May 14, 2025, the Company was notified by Marcum by letter that Marcum resigned as the Company's independent registered public accounting firm as of that date. Also on May 14, 2025, with the approval of the Audit Committee of the Company's Board of Directors, CBIZ was engaged as the Company's independent registered public accounting firm for its fiscal year ending May 31, 2025.

​

Marcum's audit report on the Company's consolidated financial statements for the fiscal year ended May 31, 2024, included in its Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed on August 15, 2024, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except for the expression, in Marcum's audit report dated August 15, 2024, that there was substantial doubt as to the Company's ability to continue as a going concern.

​

During the fiscal year ended May 31, 2024, as well as the subsequent interim period through May 14, 2025, the date of Marcum's resignation, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K), between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its report and (b) no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

​

The Company did not, nor did anyone on its behalf, during the Company's two most recent fiscal years and any subsequent interim period prior to the Company's engagement of CBIZ, consult CBIZ regarding (i) the application of accounting principles to a specified transaction (completed or proposed) or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter being the subject of disagreement or "reportable event" or any other matter as defined in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).

​

The Company provided Marcum with a copy of this current report prior to its filing with the Securities and Exchange Commission (the "SEC") and requested that Marcum furnish a letter addressed to the SEC stating whether or not Marcum agrees with the statements noted above. A copy of this letter, dated May 16, 2025, from Marcum is attached as Exhibit 16.1 to this current report.