EXHIBIT 31.4

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CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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I, Mitchell Cohen, certify that:

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1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of CytoDyn Inc.; and

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2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

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Date: September 30, 2024

CYTODYN INC.

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(Registrant)

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By:

/s/ Mitchell Cohen

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Mitchell Cohen

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Interim Chief Financial Officer

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