United States
Securities and Exchange Commission
Washington, D.C. 20549
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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): April 7, 2008
CytoGenix, Inc.
(Exact name of registrant as specified in its charter)
0-26807
(Commission File Number)
Nevada 76-0484097
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
3100 Wilcrest Drive, Suite 140, Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
(713) 789-0070
Registrant's telephone number, including area code
|_| 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))
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
As previously disclosed in the Company's Amended Annual Report on Form 10-K/A
for the period Ended December 31, 2006 and the in the Form 10-Q/A for the
periods ended March 31, 2006, June 30, 2006, September 30, 2007, March 31, 2007,
June 30, 2007 and September 30, 2007, as filed with the Securities and Exchange
Commission on April 7, 2008:
In connection with the establishment of the Company's stock option plans of 2003
and 2005, the Company took the position that no compensation cost should be
recognized by the Company until such time as the underlying shares were
registered, as this constituted a performance condition under SFAS 123(R) and
that such condition was not deemed probable at the time of the filing. The SEC
disagreed with this position and requested the Company restate its financial
statements and associated disclosures to include compensation cost assuming the
options are exercisable as they vest. The error resulted in the understatement
of non-cash expenses and a corresponding understatement of net loss of
$4,306,377 for the year ending December 31, 2006. The restatement impacted
certain line items within cash flows from operations, but had no effect on total
cash flows from operations and did not impact cash flows from financing or
investing activities. This restatement had no impact on the balance sheets,
statements of operations or the net decrease in cash and cash equivalents
reported in the statements of cash flows for any periods reported prior to
December 31, 2005.
At the request of the SEC, the Company restated our financial statements
included in the Form 10-K for the period ended December 31, 2006 and the in the
Form 10-Q for the periods ended March 31, 2006, June 30, 2006, September 30,
2007, March 31, 2007, June 30, 2007 and September 30, 2007 and associated
disclosures to include the cost associated with the options. The error resulted
in the understatement of non-cash expenses and a corresponding understatement of
net loss by $4,306,377, for the year ending December 31, 2006. The restatement
impacted certain line items within cash flows from operations, but had no effect
on total cash flows from operations and did not impact cash flows from financing
or investing activities. This restatement had no impact on the balance sheets,
statements of operations or the net decrease in cash and cash equivalents
reported in the statements of cash flows for any periods reported prior to
December 31, 2005.
SIGNATURES
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.
September 9, 2008 CytoGenix, Inc.
By: /s/ Randy Moseley
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Randy Moseley, Interim Chief Executive Officer
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