Item 1.01Entry into a Material Definitive Agreement.

On July 18, 2022, CytoDyn Inc. (the "Company") entered into an amendment (the "Amendment") to the Surety Bond Backstop Agreement (the "Backstop Agreement") previously entered into by the Company with David Fairbank Welch, both individually and in his capacity as trustee of a revocable trust, LRFA, LLC, a Delaware limited liability company, and certain other related parties (collectively, the "Indemnitors"), effective February 14, 2022. As previously reported in the Company's Current Report on Form 8-K filed on February 18, 2022, the Indemnitors agreed to assist the Company in obtaining a surety bond (the "Surety Bond") for posting in connection with the Company's ongoing litigation with Amarex Clinical Research, LLC, by, among other things, agreeing to indemnify the issuer of the Surety Bond with respect to the Company's obligations under the Surety Bond. As consideration for the Indemnitors' agreement to indemnify the Surety, the Backstop Agreement provided, among other things, that the Company would issue to 4-Good Ventures LLC, an affiliate of the Indemnitors ("4-Good"), (i) a warrant for the purchase of 15,000,000 shares of common stock as a backstop fee (the "Initial Warrant") and (ii) a warrant for the purchase of an additional 15,000,000 shares, to be exercisable only if the Indemnitors were required to make a payment to the Surety (the "Make-Whole Warrant" and, together with the Initial Warrant, the "4-Good Warrants").

Under the Amendment, (i) the obligation of the Indemnitors to indemnify the Surety was extended from August 13, 2022 to November 15, 2022, (ii) the exercise price of each of the 4-Good Warrants was reduced from $0.30 to $0.20 per share, (iii) the Make-Whole Warrant was amended to be fully exercisable immediately, (iv) the deadline for the Company to use its commercially reasonable efforts to file a Registration Statement on Form S-3 with the Securities and Exchange Commission to register for resale the shares underlying the 4-Good Warrants was extended to December 31, 2022, (v) the Indemnitors and 4-Good agreed to waive the requirement that the Company reserve for issuance the 15,000,000 shares subject to the Make-Whole Warrant until such time as the Company's stockholders approve an increase in the Company's authorized shares of common stock, and (vi) upon the exercise in full of the 4-Good Warrants, the Company agreed to take reasonable steps to cause the Indemnitors to be released from their indemnity obligations to the Surety, if any, by an amount equal to the exercise proceeds. Following the acceleration of the exercisability of the Make-Whole Warrant, Dr. Welch is deemed to beneficially own in excess of 5 percent of the Company's outstanding shares of common stock. The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.     Description

10.1        Amendment dated July 18, 2022, to
104       Surety Bond Backstop Agreement dated
          February 14, 2022, among the Company
          and certain parties named therein
          Cover Page Interactive Data File
          (formatted as inline XBRL)

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