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): June 25, 2009
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 1.01 Entry into a Material Definitive Agreement.
In June 2009, CytoGenix, Inc. (the "Company") completed a private placement
offering with certain accredited investors pursuant to which the Company sold an
aggregate of 13,333,333 shares of its common stock at a price of $0.015 per
shares. The aggregate gross proceeds received by the Company in the offering was
$200,000.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 above is incorporated into this Item 3.02 by
reference.
The issuances of securities as described in Item 1.01 are exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof and Rule 506 of Regulation D thereunder.
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.
June 25, 2009 CytoGenix, Inc.
By: /s/ Randy Moseley
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Randy Moseley, Principal Financial Officer
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