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) January 3, 2006
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.)
227 E. Palace Ave, Suite M, Santa Fe, NM 87501
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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)
200 W. DeVargas Street, Suite 1, Santa Fe, NM 87501
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(Former Name or Former Address, if Changed Since Last Report)
Item 1.01 Entry into a Definitive Agreement
On January 3, 2006 the company entered into a Financial Representative Agreement
("Agreement") with J.P Turner & Company LLC. Under the Agreement J.P Turner's
investment banking division will find investors to complete an offering to raise
an expected $1.0 to $1.5 million for the company. In return JP Turner will
receive 10% commission in cash and warrants to purchase a number of the
company's restricted common shares equal to 10% of the gross proceeds of the
offering. The strike price of the warrants shall be the lesser of the closing
bid price of the Company's stock on the day prior to the Closing or the price
paid by the investors. The warrants vest immediately and may be exercised over
five years. Warrants have customary anti-dilution provisions for stock
dividends, splits, mergers and sale of substantially all of the assets. There is
a cashless exercise provision. JP Turner holds 426,000 warrants to purchase the
company's common stock from a previous private placement they completed for us
in 2004. To date, 94,500 have been exercised.
The term of the agreement is for 1 year. All terms for the investment shall be
satisfactory to the company. Please see attached Exhibit agreement.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Financial Representative Agreement with J.P. Turner &
Company, LLC dated January 3, 2006.
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: January 3, 2006 /s/ Allen D. Allen
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Allen D. Allen
President