Today's Filing 424B3

In case you want to read the filing: https://d1io3yog0oux5.cloudfront.net/cytodyn/sec/0001104659-25-117781/0001104659-25-117781.pdf

In the meantime, It should be noted that I have been expecting this as soon as we saw yesterday's Legal agreement referring to a settlement from the 2021 lawsuit from shareholders. That settlement will not become official official until the court rubber stamps the agreement. Nonetheless, just doing some rough math on what that settlement will cost CYDY. The agreement was $500K + 49 million shares. I was not able to derive the price per share officially but I if I remember .33 per share was referenced. Therefore, using that as a marker: .33 per share times 49M shares = $16.17 million + $500K = $16.67 M

CYDY needed to come up with $16.67M to pay its way out of that on going legal battle. The good news is Hoffman put an S-3 in place and that allows Yorkville to buy up to $30M in shares directly from CYDY through the S-3. That $30m goes to CYDY.

We still need to operate and pay for the enrollment of the CRC trial. We need operational funding of approximately $1.4M per month

I hope you can see that CYDY would not register 120m resale shares if they weren't planning on drawing up to $30M worth.

So now we should understand where we are at with outstanding share counts:

From page 4 of form 424B3:

Common Shares Outstanding Prior to this Offering: 1,265,853,700 shares of common stock (as of December 1, 2025).

Common Shares Outstanding After this Offering: 1,385,853,700 shares of common stock, assuming the issuance of a total of 120,000,000 shares of common stock to YA. The actual number of shares of common stock outstanding as a result of this offering will vary depending upon the number of Advance Shares we sell under the Purchase Agreement.

We are still operating from the old traunche of authorized shares which was 1.75B and the new authorized shares of 500M is just sitting in our treasury not registered.

Another minor reason we need some cash is the expenses just to execute these transactions:

from the 424B3 page 14

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the Selling Stockholder. We estimate that our total expenses for the offering will be approximately $131,935.82 (excluding the Commitment Shares). As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, we have agreed to issue the Commitment Shares to the Selling Stockholder; 50% of the Commitment Shares were issued on November 3, 2025, and 50% of the Commitment Shares will be issued on the six-month anniversary of the Effective Date. We also paid a $25,000 structuring fee the Selling Stockholder in connection with entry into the Purchase Agreement.

Some folks might be asking about Commitment shares??

From page 4 of the form 424B3: i) 1,270,110 Commitment Shares that have been or will be issued to YA. These shares were registered and given to Yorkville for signing the agreement to buy up to $30M worth of stock or roughly 120M shares.

Overall no real surprises here. We needed cash, and the process of raising that $30M has commenced.

A lot of really positive things are happening for CYDY and things are getting cleaned up for a REASON:

Recent clean-ups or continued clean-ups:

1. BuildGoodThings (BGT) has been all over clinicaltrial.gov. It is important that any pharma company keep that up to date for Quality Assurance reasons mainly but other reason's as well. According to BGT, there are only two more trials that need finishing touches to be fully updated. BGT has been updating LONGS about this for over a year. This may have a lot to do with the final publication of the 1600 patient safety profile

2. If your going to present a FDA briefing Book to the FDA that tells your story, you need all of your ducks in a row. Clinicaltrials.gov updates are helpful with finishing the required chapters in the FDA briefing Book. Pharma_Junkee is hopefully going to post about his experience and thoughts regarding FDA briefing Book meetings and what this could mean for CYDY. I am anxiously waiting for him to post. But, things need to be in order if you want to present to the FDA this type of document

3. We all saw the clean-up agreement regarding the 2021 shareholder lawsuit. This was very helpful in clearing a wider path for incoming partnership guests.

CYDY has been through more than it's share of clean-ups with all the things that prior management messed up. But, one more little over hang was taken care of by the DOJ/SEC and that was when they relived CYDY of any wrong doing during their investigation of NP. CYDY was cleared.

I do realize that NP is being sentenced on January 23, 2026. IMO, it is more optics and certainly not fundamentals, but DonMarko on Stocktwits is right! It still matters how investors link things together and NP is a slight over hang. But, I do not see that slowing us down.

A potential partner will be looking at an immediate valuation to determine what it's initial and milestone payouts for Oncology will be. The partner, in it's valuation assessment, does not look at outstanding shares during it's initial assessment. It is looking at the asset (LL) and what Oncology markets that asset can impact over the next 1-5 years.

There is a smattering of market assessments for Solid Tumors; they are all over the place. So, for now I won't go there because evryone has a different number. What matters most is what our future partner thinks the size of that Solid Tumor market is. I guarantee you that the BMS/BioNtech partnership for $11B will be used as a comparable during discussions. Remember this is NOT a buyout, but a partnership.

Giddy-up Longs

Please note: This WAS NOT AI enhanced (LOL)