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) March 9, 2005
CytoDyn, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 000-49908 75-3056237
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 W. DeVargas St., Suite 1, Santa Fe, NM 87501
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(505) 988-5520
--------------
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
1
Item 2.03 Creation of a Direct Financial Obligation
We have created a direct financial obligation by issuing promissory notes to
certain individuals in exchange for borrowing $121,000. These individuals are
friends and business acquaintances with the officers and directors of the
Company. The notes carry 5% simple interest and all principal and accrued
interest is due by March 9, 2006. The Holders' allow us to prepay the notes
without any penalty.
We are in the process of registering for a public offering. The SEC is currently
reviewing our SB-2 registration filing.
If we are unable to raise additional funds by any means within the next year we
will not be able to repay the debt the Holders of the notes.
In the event the Company defaults on the notes, the holder may provide written
notice. The Company shall have 45 days to remedy the default.
The notes may be accelerated if the company commences involuntary or voluntary
bankruptcy proceedings under Title 11 of the United States Code. In the event of
bankruptcy proceedings, the notes shall be accelerated and automatically become
due and payable of all outstanding principal and accrued interest without
presentment, demand or protest.
Please see attached exhibit "Promissory Note" for all terms.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
99.1 Promissory Note
2
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: March 11, 2005 /s/ Allen D. Allen
----------------------------
Allen D. Allen
President
3