UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 March 17, 2010 ------------------------------------------------ Date of Report (date of earliest event reported) CYTODYN INC. ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Colorado 000-49908 75-3056237 --------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 1511 Third Street, Santa Fe, New Mexico 87505 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (505) 988-5520 -------------------------------------------------- Registrant's Telephone Number, Including Area Code Not applicable ----------------------------------------------------------- Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to 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 7.01 REGULATION FD DISCLOSURE. The Company issued a press release on March 17, 2010, (attached hereto as Exhibit 99.3) regarding the humanization of the Company's lead product Cytolin(R). The Company believes that a fully-humanized version is necessary for the clinical trial that is expected to follow the current one being conducted at Massachusetts General Hospital. Therefore the Company has entered into a manufacturing agreement with Vista Biologicals Corporation The cost for fully humanizing the product will be approximately $229,500 to be paid over the course of the manufacturing process. The Company expects to have its proprietary, fully-humanized version of Cytolin(R) ready for bulk manufacturing this Autumn in time for the follow-up clinical trial. Based on the advice of its patent attorneys, the Company believes its fully-humanized product will be eligible for a new patent to complement and extend its existing portfolio of intellectual property. The Company will be applying for a new patent on the humanized version of Cyolin(R). ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information Not Applicable. (c) Shell Company Transactions Not Applicable. (d) Exhibits Exhibit 99 Press Release regarding the Company's Enrollment Open for Clinical Trial of Cytolin(R) dated January 19, 2010 SIGNATURE Pursuant to the requirements of the 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 17, 2010 By: /s/ Allen D. Allen ----------------------------- Allen D. Allen President and CEO