Cytogenix (fka CYGX)

[BigB]

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 ---------------------------------------------- Randy Moseley, Principal Financial Officer