UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) April 3, 2008
CytoDyn, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 000-49908 75-3056237
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation identification No.)
1511 Third Street, Santa Fe, NM 87505
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(Address of Principal Executive Offices) (Zip Code)
(505) 988-5520
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(Registrant's telephone number, including area code)
227 E. Palace Ave, Suite M, Santa Fe, NM 87501
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to be
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sale of Equity Securities
April 2008 our Board of Directors approved a Private Placement Memorandum to
sell up to 6 million shares of common stock, no par value, through a Placement
Agent, a company offering. This offering is only available to accredited
investors as defined under the 1933 Securities Act ("The Act"). The offering
commenced on or about April 3, 2008 and to date the company has sold 3,222,000
restricted common shares and 1,248,000 warrants. These securities were sold
pursuant to an exemption from registration under Regulation D under "The Act"
and will not be registered with the Securities and Exchange Commission.
The Company used the proceeds to manufacture our primary product Cytolin(R) for
use in clinical trials. The Private Placement offering is still open and we
intend to use the remaining proceeds for the further drug development of
Cytolin(R).
SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
CytoDyn, Inc.
Date: February 19, 2009
/s/ Allen D. Allen
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Allen D. Allen