UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) June 20, 2006
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.)
227 E. Palace Avenue, Suite M, 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)
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))
1.01 Entry into a Definitive Material Agreement
2.01 Completion of Acquisition or Disposition of Assets
On July 18, 2006 CytoDyn, Inc. entered into an Acquisition agreement with UTEK
Corporation, to acquire 100% of the outstanding stock of Advanced Influenza
Technologies, Inc.(AITI), a Florida Corporation in exchange for 2,000,000
unregistered restricted common shares of CytoDyn, Inc stock.
AITI holds the worldwide nonexclusive and exclusive license agreements from the
University of Massachusetts for certain technologies as described in patents:
US Patent Application 60/655,979
US 11,362,617 for "Influenza Nucleic Acids Polypeptides and Uses Therof
US 5,643,578
US 6,841,381
European Patents 93907536 and 01202355.2 for "Immunization by Inoculation of DNA
Transcription Unit"
The term of the licensing agreement is until the later of 20 years from the
filing date of the Licensed Patents or the expiration of the last to expire
patent of the Licensed Patents.
Milestone fees are payable to the University per licensed product and due within
30 days of the event of certain occurrences required.
The University shall also receive 4% royalties of net sales of the licensed
products.
AITI has $675,000 in cash as reported on the audited financial statements
attached.
AITI also has agreed to fund a two year ($325,600) unrestricted project for
($162,800 per year) under a Sponsored Research Agreement with the primary
objective during the first year to conduct lab work to provide well documented 3
DNA plasmids (H1,H3 and H5) in preparation for GMP manufacturing. If after one
year the desired outcome is not achieved the agreement can be cancelled and the
second year's payment is not required.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements
Attached are the audited financial statements of Advanced Influenza
Technologies as audited by our independent auditors Cordovano & Honeck, P.C. for
the period ended July 17, 2006. Also attached are the Proforma Condensed
Financial Statements for CytoDyn and Subsidiary as required for the period ended
July 17, 2006.
(d) Exhibits
99.1 Press release issued July 19, 2006
99.2 Audited Financial Statements of Subsidiary for the period ended
July 17, 2006
99.3 Unaudited Pro forma financial information for CytoDyn, Inc. and
Subsidiary as of July 17, 2006.
99.4 Audited Financial Statements for CytoDyn, Inc. for the period October
28, 2003 (inception) through May 31, 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: October 2, 2006 /s/ Allen D. Allen
----------------------------
Allen D. Allen
President