Cytodyn Inc (CYDY)

[portage1066]

On December 18, 2020, the Company and the selling stockholder entered into an exchange agreement, pursuant to which the Note was partitioned
into a new note with a principal amount of $7.5 million (the “Partitioned Note”). The outstanding balance of the Note was reduced by the Partitioned
Note, and the Company and the selling stockholder exchanged the Partitioned Note for 2,205,882 shares of the Company’s Common Stock. In
connection with this exchange, we agreed to file a resale registration statement to register for resale the 2,205,882 shares issued to the selling
stockholder in connection with the exchange of the Partitioned Note for common stock, which registration statement on Form S-3 (Registration
Number 333-251522) was declared effective by the SEC on December 30, 2020. We will not receive any of the proceeds of sales by the selling
stockholder of any of the common stock.

Its a dilution.