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.