Small Company Offering and Sale of Securities Without Registration (d)
September 25 2013 - 5:19PM
Edgar (US Regulatory)
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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
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OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0001175680
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REXRAY CORP
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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CYTODYN INC
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Jurisdiction of Incorporation/Organization
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COLORADO
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Year of Incorporation/Organization
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x
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Over Five Years Ago
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o
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Within Last Five Years (Specify Year)
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o
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Yet to Be Formed
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2. Principal Place of Business and Contact Information
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Name of Issuer
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CYTODYN INC
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Street Address 1
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Street Address 2
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5 CENTERPOINTE DRIVE, SUITE 400
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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LAKE OSWEGO
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OREGON
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97035
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971-204-0382
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Last Name
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First Name
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Middle Name
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Pourhassan
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Nadar
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Street Address 1
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Street Address 2
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5 Centerpointe Drive, Suite 400
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City
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State/Province/Country
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ZIP/Postal Code
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Lake Oswego
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OREGON
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97035
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Relationship:
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x
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Mulholland
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Michael
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Street Address 1
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Street Address 2
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5 Centerpointe Drive, Suite 400
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City
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State/Province/Country
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ZIP/Postal Code
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Lake Oswego
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OREGON
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97035
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Relationship:
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x
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Executive Officer
|
o
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Naydenov
|
Jordan
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Street Address 1
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Street Address 2
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5 Centerpointe Drive, Suite 400
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City
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State/Province/Country
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ZIP/Postal Code
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Lake Oswego
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OREGON
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97035
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Relationship:
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o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Caracciolo
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Anthony
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Street Address 1
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Street Address 2
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5 Centerpointe Drive, Suite 400
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City
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State/Province/Country
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ZIP/Postal Code
|
Lake Oswego
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OREGON
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97035
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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Gould
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Gregory
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Street Address 1
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Street Address 2
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5 Centerpointe Drive, Suite 400
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City
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State/Province/Country
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ZIP/Postal Code
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Lake Oswego
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OREGON
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97035
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Relationship:
|
o
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Executive Officer
|
x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Nobel
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Michael
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Street Address 1
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Street Address 2
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5 Centerpointe Drive, Suite 400
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City
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State/Province/Country
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ZIP/Postal Code
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Lake Oswego
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OREGON
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97035
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Relationship:
|
o
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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|
|
o
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Agriculture
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Health Care
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o
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Retailing
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Banking & Financial Services
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x
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Biotechnology
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o
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Restaurants
|
|
o
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Commercial Banking
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|
o
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Health Insurance
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Technology
|
|
o
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Insurance
|
|
o
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Hospitals & Physicians
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|
o
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Computers
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|
o
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Investing
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|
o
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Pharmaceuticals
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o
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Telecommunications
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o
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Investment Banking
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|
o
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Other Health Care
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|
o
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Other Technology
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o
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Pooled Investment Fund
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|
|
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Travel
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o
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Other Banking & Financial Services
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o
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Manufacturing
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o
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Airlines & Airports
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Real Estate
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o
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Lodging & Conventions
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o
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Commercial
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o
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Tourism & Travel Services
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o
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Construction
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o
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Other Travel
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o
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REITS & Finance
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o
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Other
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o
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Residential
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o
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Other Real Estate
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o
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Business Services
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Energy
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o
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Coal Mining
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o
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Electric Utilities
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o
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Energy Conservation
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|
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o
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Environmental Services
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o
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Oil & Gas
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o
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Other Energy
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Revenue Range
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Aggregate Net Asset Value Range
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x
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No Revenues
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o
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No Aggregate Net Asset Value
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o
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$1 - $1,000,000
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o
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$1 - $5,000,000
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o
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$1,000,001 - $5,000,000
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o
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$5,000,001 - $25,000,000
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o
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$5,000,001 - $25,000,000
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o
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$25,000,001 - $50,000,000
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o
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$25,000,001 - $100,000,000
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o
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$50,000,001 - $100,000,000
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o
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Over $100,000,000
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o
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Over $100,000,000
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o
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Decline to Disclose
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o
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Decline to Disclose
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o
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Not Applicable
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o
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Not Applicable
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6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
o
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Rule 504(b)(1) (not (i), (ii) or (iii))
|
o
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Rule 505
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o
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Rule 504 (b)(1)(i)
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o
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Rule 506
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o
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Rule 504 (b)(1)(ii)
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o
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Securities Act Section 4(5)
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o
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Rule 504 (b)(1)(iii)
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o
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Investment Company Act Section 3(c)
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x
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New Notice
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Date of First Sale
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2013-09-25
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o
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First Sale Yet to Occur
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Does the Issuer intend this offering to last more than one year?
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o
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Yes
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x
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No
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9. Type(s) of Securities Offered (select all that apply)
|
o
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Pooled Investment Fund Interests
|
x
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Equity
|
o
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Tenant-in-Common Securities
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o
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Debt
|
o
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Mineral Property Securities
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x
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Option, Warrant or Other Right to Acquire Another Security
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x
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
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o
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Other (describe)
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10. Business Combination Transaction
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Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
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o
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Yes
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x
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No
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Clarification of Response (if Necessary)
|
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Minimum investment accepted from any outside investor
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$
0
USD
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Recipient
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Recipient CRD Number
|
o
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None
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Paulson Investment Company, Inc.
|
5670
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(Associated) Broker or Dealer
|
x
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None
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(Associated) Broker or Dealer CRD Number
|
x
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None
|
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Street Address 1
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Street Address 2
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1331 NW Lovejoy Suite 720
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City
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State/Province/Country
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ZIP/Postal Code
|
Portland
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OREGON
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97209-2897
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State(s) of Solicitation
|
o
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All States
|
o
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Foreign/Non-US
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ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
GEORGIA
ILLINOIS
INDIANA
IOWA
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
SOUTH DAKOTA
TEXAS
UTAH
VIRGINIA
WASHINGTON
WISCONSIN
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13. Offering and Sales Amounts
|
Total Offering Amount
|
$
10010000
USD
|
o
Indefinite
|
Total Amount Sold
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$
3207260
USD
|
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Total Remaining to be Sold
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$
6802740
USD
|
o
Indefinite
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Clarification of Response (if Necessary)
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|
o
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Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
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56
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15. Sales Commissions & Finders' Fees Expenses
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Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
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Sales Commissions
|
$
1301300
USD
|
x
|
Estimate
|
Finders' Fees
|
$
0
USD
|
o
|
Estimate
|
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Clarification of Response (if Necessary)
|
Represents a 10% cash fee and a 3% non-accountable, administrative fee on gross proceeds assuming the offering is fully sold, plus a warrant to purchase appx 3,465,000 common shares. In addition, a 6% cash fee applies to exercises of investor warrants.
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Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
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Clarification of Response (if Necessary)
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Represents compensation paid or payable to directors and executive officers in the ordinary course of business.
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Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
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Terms of Submission
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In submitting this notice, each Issuer named above is:
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-
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
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Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
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Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
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For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
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Issuer
|
Signature
|
Name of Signer
|
Title
|
Date
|
CYTODYN INC
|
Michael D. Mulholland
|
Michael D. Mulholland
|
Chief Financial Officer, Treasurer and Secretary
|
2013-09-25
|
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