Form 8K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 8, 2011

 

 

CytoDyn Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Colorado    000-49908    75-3056237
(State or Incorporation)    (Commission File Number)    (I.R.S. Employer Identification Number)

110 Crenshaw Lake Road, Lutz, Florida 33548

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (813) 527-6969

N/A

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 8, 2011, the Board of Directors of CytoDyn Inc. (the “Company”) amended the Amended and Restated Bylaws of the Company, effective immediately, to make it clear that the Company will refuse to accept or register the transfer of its shares if such transfer is not made in accordance with applicable securities laws. The Amended and Restated Bylaws of the Company as amended are attached hereto and filed herewith as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

The following exhibit is filed herewith:

 

Exhibit No.

  

Description

3.1   Amended and Restated Bylaws of the Company, as amended on November 8, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CytoDyn Inc.

November 9, 2011

     By:   /s/ Kenneth J. Van Ness
       

Kenneth J. Van Ness

President and CEO

EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1   Amended and Restated Bylaws of the Company, as amended on November 8, 2011