Osteologix (OLGX) 10-Q Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    .

Commission file number 333-112754

OSTEOLOGIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	32-0104570
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

4415 Cox Road, Glen Allen, VA 23060
(Address of principal executive offices)

(804) 747-6027
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act):

Large Accelerated Filero Accelerated Filero Non-Accelerated Filero Smaller Reporting Companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

Indicate the number of shares outstanding of each of the issuer’s classes of the common stock, as of the latest practical date.

Common Stock, $0.0001 Par Value: 29,101,247 shares outstanding as of July 31, 2008.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Operations
		Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Loss
		Condensed Consolidated Statements of Cash Flow
		Notes to Condensed Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Osteologix, Inc.
(a development stage company)

Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)

	June 30,			December 31,
	2008			2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,412		$	2,872
Short-term investments		2,656			1,273
Prepaid expenses and other assets		166			191
Total current assets		6,234			4,336
Equipment, net		8			9
Total assets	$	6,242		$	4,345
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	252		$	1,059
Accrued liabilities		231			278
Total current liabilities		483			1,337
Stockholders’ Equity
Preferred stock, $0.0001 par value, 1,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.0001 par value, 100,000 shares authorized, 29,068 and 24,989 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		3			2
Additional paid-in-capital		26,260			20,946
Accumulated other comprehensive loss		(139	)		(132	)
Deficit accumulated during development stage		(20,365	)		(17,808	)
Total stockholders’ equity		5,759			3,008
Total liabilities and stockholders’ equity	$	6,242		$	4,345

See accompanying notes to the condensed consolidated financial statements.

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Osteologix, Inc.
(a development stage company)

Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)

													For the Period
	Three Months Ended						Six Months Ended						from June 16, 2003
	June 30,						June 30,						(Inception) to
	2008			2007			2008			2007			June 30, 2008
Revenues	$	—		$	—		$	—		$	—		$	750
Operating expenses:
Research and development		210			1,845			882			3,039			10,560
General and administrative		790			1,286			1,741			2,135			11,183
Total operating expenses		1,000			3,131			2,623			5,174			21,743
Loss from operations		(1,000	)		(3,131	)		(2,623	)		(5,174	)		(20,993	)
Interest income, net		38			70			66			144			628
Net loss	$	(962	)	$	(3,061	)	$	(2,557	)	$	(5,030	)	$	(20,365	)
Net loss per share, basic and diluted	$	(0.03	)	$	(0.14	)	$	(0.10	)	$	(0.23	)
Weighted average number of shares outstanding basic and diluted		28,315			22,091			26,663			21,574

See accompanying notes to the condensed consolidated financial statements.

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Osteologix, Inc.
(a development stage company)

Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Loss
For the Period From June 16, 2003 (Inception) through June 30, 2008
(in thousands, except per share amounts)

										Deficit
							Accumulated			Accumulated
					Additional		Other			During the			Total
	Common Stock				Paid-In		Comprehensive			Development			Stockholders’
	Shares		Amount		Capital		Loss			Stage			Equity
Issuance of common stock to founders for cash of $0.02 per share in June 2003		4,897	$	1	$	84	$	—		$	—		$	85
Issuance of common stock for cash of $0.95 per share in October 2003		979		—		930		—			—			930
Issuance of common stock for cash of $1.01 per share in May 2004		979		—		988		—			—			988
Issuance of common stock for cash of $0.83 per share in January 2005, net of issuance costs		1,430		—		1,158		—			—			1,158
Issuance of common stock for cash of $1.24 per share in June 2005, net of issuance costs		2,220		—		2,699		—			—			2,699
Comprehensive loss:
Net loss for the period		—		—		—		—			(4,913	)		(4,913	)
Foreign currency translations		—		—		—		(4	)		—			(4	)
Total comprehensive loss														(4,917	)
Balance at December 31, 2005		10,505		1		5,859		(4	)		(4,913	)		943
Common stock transferred in merger with Castle & Morgan Holdings, Inc.		2,860		—		—		—			—			—
Issuance of common stock for cash of $1.31 per share in private placement in May 2006, net of issuance costs		7,656		1		9,255		—			—			9,256
Stock based compensation expense		—		—		508		—			—			508
Comprehensive loss:
Net loss for the period		—		—		—		—			(4,858	)		(4,858	)
Unrealized gain on short-term investments		—		—		—		2			—			2
Foreign currency translations		—		—		—		(54	)		—			(54	)
Total comprehensive loss														(4,910	)
Balance at December 31, 2006		21,021		2		15,622		(56	)		(9,771	)		5,797
Issuance of common stock and warrants for cash of $1.32 per share in private placement in June 2007, net of issuance costs		3,825		—		4,970		—			—			4,970
Stock issued in lieu of cash for services		143		—		170		—			—			170
Stock based compensation expense		—		—		184		—			—			184
Comprehensive loss:
Net loss for the period		—		—		—		—			(8,037	)		(8,037	)
Unrealized loss on short-term investments		—		—		—		(2	)		—			(2	)
Foreign currency translations		—		—		—		(74	)		—			(74	)
Total comprehensive loss														(8,113	)
Balance at December 31, 2007		24,989	$	2	$	20,946	$	(132	)	$	(17,808	)	$	3,008
Issuance of common stock and warrants for cash of $1.32 per share in private placement in April 2008, net of issuance costs		4,030		1		5,150		—			—			5,151
Stock issued in lieu of cash for services		49		—		62		—			—			62
Stock based compensation expense		—		—		102		—			—			102
Comprehensive loss:
Net loss for the period		—		—		—		—			(2,557	)		(2,557	)
Unrealized loss on short-term investments								(2	)					(2	)
Foreign currency translations		—		—		—		(5	)		—			(5	)
Total comprehensive loss														(2,564	)
Balance at June 30, 2008		29,068	$	3	$	26,260	$	(139	)	$	(20,365	)	$	5,759

See accompanying notes to the condensed consolidated financial statements.

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Osteologix, Inc.
(a development stage company)

Condensed Consolidated Statements of Cash Flow
(in thousands, except per share amounts)
(Unaudited)

							For the Period
	For the Six Months Ended						From June 16, 2003
	June 30,						(Inception) to
	2008			2007			June 30, 2008
Operating activities
Net loss	$	(2,557	)	$	(5,030	)	$	(20,365	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1			2			20
Loss on disposal of equipment		—			2			2
Issuance of stock in lieu of cash for services		62			69			232
Stock based compensation		102			89			794
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		25			124			(166	)
Accounts payable		(807	)		1,348			252
Accrued liabilities		(47	)		422			231
Net cash used in operating activities		(3,221	)		(2,974	)		(19,000	)
Investing activities
Purchase of short-term investments		(2,658	)		(4,273	)		(16,078	)
Sales and maturities of short-term investments		1,273			4,435			13,420
Purchase of equipment		—			—			(30	)
Net cash (used in) provided by investing activities		(1,385	)		162			(2,688	)
Financing activities -
Net proceeds from issuance of common stock		5,151			4,970			25,237
Effect of exchange rates on cash and cash equivalents		(5	)		(29	)		(137	)
Net increase in cash and cash equivalents		540			2,129			3,412
Cash and cash equivalents at beginning of period		2,872			481			—
Cash and cash equivalents at end of period	$	3,412		$	2,610		$	3,412

See accompanying notes to the condensed consolidated financial statements.

Page 5

Osteologix, Inc.
(a development stage company)

Notes to Condensed Consolidated Financial Statements
June 30, 2008 (Unaudited)
(Tabular amounts in thousands, except per share amounts)

1. Basis of Presentation and Summary of Significant Accounting Policies

Business Description

Osteologix, Inc. (“Osteologix” or the “Company”) is in the business of developing pharmaceuticals for the treatment and prevention of diseases of bone and joint tissues. The Company’s lead product candidate, NB S101, is in clinical development for the treatment of osteoporosis. Osteologix has not yet generated substantial revenues from its operations and, accordingly, the Company is in the development stage.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned Danish subsidiary, Osteologix ApS. All intercompany accounts and transactions have been eliminated. Osteologix operates in one business segment, the development of pharmaceutical products.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates. These condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008. The condensed consolidated balance sheet information as of December 31, 2007 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report.

The Company has been in the development stage since its formation. All losses accumulated since the inception of Osteologix have been considered as part of the Company’s development stage activities. During the second quarter of 2008, Osteologix raised additional capital and management believes its cash and short-term investments are sufficient to fund planned operations through approximately the second quarter of 2009. Therefore, management believes the going concern qualification to the opinion rendered on the December 31, 2007 audited financial statements by the independent registered public accounting firm is no longer applicable.

Fair Value of Financial Instruments

For financial instruments consisting of cash and cash equivalents, short-term investments, prepaid expenses and other assets, accounts payable and accrued liabilities included in the condensed consolidated financial statements, the carrying amounts are reasonable estimates of the fair value due to their short maturities. The fair value of other short-term and long-term obligations is estimated based on current interest rates available for debt instruments with similar terms, degrees of risk and remaining maturities. The carrying values of these obligations approximate their fair values.

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2. Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments with a maturity period of three months or less at the time of acquisition to be cash equivalents.

The Company generally invests funds that are not required for immediate operating needs in a diversified portfolio of debt securities. Based on the term and liquidity of the investments, these securities are classified as either cash equivalents or short-term investments on the condensed consolidated balance sheets. Management determines the appropriate classification of these marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. The Company does not hold any auction rate securities.

3. Stock-Based Compensation

The Company uses the Black-Scholes option-pricing model as its method for valuing stock-based compensation, which consists of options and warrants to purchase common stock at or above its fair value at the time of grant. The Company did not grant any options to purchase common stock during the three months ended June 30, 2008. During the six-month period ended June 30, 2008, the Company granted to its directors options to purchase a total of 100,000 shares of common stock. The options were granted with an exercise price equal to the market price on the date of grant. The exercise price is $1.45 per share, the options vest over four years, and expire 10 years from the date of grant; the Company has estimated the fair value of these options at $0.93 per share using a volatility factor of 70%, an expected forfeiture rate of 15%, an expected life of 6.1 years, a risk-free interest rate of 3.3% and no payment of dividends.

During the three- and six-month periods ended June 30, 2007, the Company granted to its officers and employees options to purchase a total of 1,150,000 shares of common stock, of which 1,000,000 was a grant to an officer. All options granted during the periods ended June 30, 2007 have an exercise price of $1.20 per share, vest over four to approximately four and one-half years and expire 10 years from the date of grant. The grant to the officer was awarded at a time when the stock price was $0.98 per share, and the Company has estimated the fair value of this option at $0.61 per share. The grants to purchase the remaining 150,000 shares were awarded at a time when the stock price was $1.17 per share, and the Company has estimated the fair value of these options at $0.79 per share. The weighted average fair value for the options granted during the 2007 periods was $0.63 per share. For the options granted during the three and six month periods ended June 30, 2007, the Company used an expected volatility factor of 70%, an expected forfeiture rate of 11%, an expected term of 6 years, risk-free interest rates ranging from 4.6% to 5.1% and no payment of dividends.

Total expense for stock-based compensation was $53,000 and $19,000 for the three months ended June 30, 2008 and 2007, respectively, and $102,000 and $89,000 for the six months ended June 30, 2008 and 2007, respectively. As of June 30, 2008, the total unrecognized expense for unvested employee stock warrants and options was $654,000, which will be expensed over the remaining vesting period of 3.8 years. The aggregate intrinsic value of the options and warrants outstanding and exercisable as of June 30, 2008 was $0 based on a closing stock price of $0.92.

From January 1, 2008 through June 30, 2008, the Company issued 48,066 shares of its common stock to members of its board of directors for their services on the board. The common stock was issued in place of cash payments, and was valued at prices ranging from $0.92 to $1.37 per share, based on the closing market prices each quarter prior to issuance.

4. Net Loss Per Share

The net loss per share has been computed using the weighted-average number common shares outstanding during the period. During the six months ended June 30, 2008 and 2007, potentially dilutive options and warrants to purchase common stock aggregating 6,093,000 and 4,821,000 shares, respectively, were outstanding and not considered because their effect would have been antidilutive.

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5. Recent Accounting Pronouncements

Pronouncement Issued and Adopted by the Company

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 became effective for the Company on January 1, 2008, and accordingly, Osteologix has adopted this pronouncement. In February 2008, the FASB issued Staff Position No. 157-2 (“FSP 157-2”), which delays the effective date of SFAS 157 one year for all nonfinancial assets and nonfinancial liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis. In accordance with FSP 157-2, the Company will evaluate the remaining assets and liabilities no later than the first quarter of 2009.

SFAS No. 157 established a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 — observable inputs such as quoted prices in active markets.

• Level 2 — inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

• Level 3 — unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

The Company’s cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of investments that are generally classified within Level 1 of the fair value hierarchy include money market securities and high-quality liquid corporate and government debt securities. The assets and liabilities measured at fair value under SFAS 157 in the second quarter of 2008 did not have a material impact on our condensed consolidated financial statements as the securities were carried at similar values before the adoption of SFAS 157.

Pronouncement Issued and Not Yet Adopted by the Company

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” or SFAS 162. This standard reorganizes the GAAP hierarchy in order to improve financial reporting by providing a consistent framework for determining what accounting principles should be used when preparing U.S. GAAP financial statements. SFAS 162 is scheduled to become effective 60 days after the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to Interim Auditing Standard, AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” We are currently evaluating the impact, if any, this new standard will have on our financial position and results of operations.

6. Common Stock

On April 17, 2008, the Company sold 4,030,000 shares of its common stock to certain accredited institutional investors, along with 2,030,000 warrants to purchase common stock, for gross proceeds of $5,320,000. Net proceeds after issue expenses were $5,151,000. The common stock was sold for $1.32 per share, and the warrants have an exercise price of $1.32 per share with an expiration date of September 30, 2009. Osteologix has subsequently filed a registration statement covering the resale of these shares.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included in this Quarterly Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipate,” “contemplate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “will continue to be,” or the negative of foregoing and similar expressions regarding beliefs, plans expectations or intentions regarding the future also identify forward-looking statements. Forward-looking statements in this Quarterly Report include, without limitation: the statements in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our strategies, beliefs, plans, expectations, anticipations and intentions including: (1) NB S101 simultaneously decreases resorption (loss) of existing bone tissue while also increasing formation of new bone tissue; (2) research and development expenses for the balance of 2008 will be lower than for the comparable periods in 2007; (3) our costs for 2008 will include planning for a phase III clinical trial, additional manufacturing and quality work on the drug product, consultants and medical advisors, and potentially smaller human and animal studies of NB S101; (4) our expectation that we will continue preparing for a larger phase III trial for NB S101; (5) our expectation that research and development expenses for the balance of 2008 will be lower than for the same period of 2007; (6) our expectation that general and administrative expenses for the balance of 2008 will increase modestly compared to the amounts incurred during 2007; (7) our currently available existing resources will provide liquidity to fund our planned operations through approximately the second quarter of 2009; (8) our belief the development risk for NB S101 is reduced by the proven safety and effectiveness of a drug approve in Europe that contains a different strontium compound as its active ingredient; (9) our plan to continue to acquire and develop products; (10) our plan to either develop the resources to market these products in selected world regions or out-license marketing rights to larger pharmaceutical companies; (11) our plan to follow the recent phase II clinical trial with a larger phase II and/or phase III clinical trial; (12) our expectation that the larger phase II and/or phase III clinical trial will take at least two years to complete; (13) our expectation that either one or two similar or potentially larger phase III trials will be required; and (14) our plan to seek approval for NB S101 throughout the world, either on our own or in collaboration with a larger pharmaceutical company that has more financial resources.

Our expectations, beliefs, objectives, intentions and strategies regarding the future, including, without limitation, those concerning expected operating results, revenues and earnings and current and potential litigation are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by the forward-looking statements. These risks and uncertainties include, but are not limited to: uncertainties associated with the research and registration process; general economic conditions; our inability to accurately forecast costs associated with our research and development efforts; changes in the cost of administration and clinical studies; changes in government regulations and administrative procedures; changes in our business strategy; our inability to accurately forecast the resources required to fund our planned operations through approximately the second quarter of 2009; our inability to meet government regulation standards; market demand for our product candidates; the availability and terms for licensing, capital raising and partnership opportunities; growth of alternative medicine and techniques; speed of development of our product candidates; and increased success and introduction of competing products.

The forward-looking statements in this Quarterly Report are subject to additional risks and uncertainties set forth under the heading “Risk Factors” in Item 1A of Part II, and are based on information available to us on the date hereof. We assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report. Readers should also review carefully the cautionary statements and risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2007, and in our other filings with the SEC, including our Forms 10-Q and 8-K.

Company Information and Background

We are in the business of developing pharmaceuticals for the treatment and prevention of diseases of bone and joint tissues. Our lead product candidate, NB S101 (strontium malonate), is in clinical development for treatment of osteoporosis, and in late 2007 we completed a human phase II clinical trial of this investigational drug which demonstrated a positive effect of NB S101 on biomarkers of bone loss and on bone mineral density after 12 weeks of treatment. We are currently in process of discussing development and marketing collaborations with larger pharmaceutical and biotech companies. Designing and conducting larger phase III clinical trials will be necessary to receive regulatory approval to commercialize NB S101. We are publicly traded in the United States on the OTC Bulletin Board under the stock ticker symbol “OLGX.”

Page 9

Currently, our primary goal is to obtain approval for NB S101 for the treatment and prevention of osteoporosis. We believe, based on preclinical and clinical data, that NB S101 simultaneously decreases resorption (loss) of existing bone tissue while also increasing formation of new bone tissue. No product currently approved (or, to our knowledge, under investigation) for the treatment of osteoporosis in the U.S. has demonstrated the ability to increase bone formation and decrease resorption. Our phase I study of the pharmacokinetic, or PK, properties of NB S101 revealed that a one gram tablet dose of NB S101 resulted in approximately the same level of strontium in human serum as a European company’s approved product containing two grams of strontium ranelate in sachet formulation, which must be mixed with water before ingestion. Thus, at a significantly lower dose, our tablet formulation of strontium has shown bioequivalent levels of strontium to a marketed sachet product that has been proven safe and effective in osteoporotic patients in Europe. More importantly, the results of our phase II study demonstrated that NB S101 decreased an established biomarker of bone resorption, CTX-1, in a dose-dependent manner by an amount statistically equivalent to or superior to the product approved in Europe. The phase II results also showed that NB S101 significantly increased bone mineral density at the lumbar spine and hip with only 12 weeks of treatment, and no significant side effects were noted in the trial.

Critical Accounting Policies and Use of Estimates

The preparation of our condensed consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expense, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that it is important for investors to be aware that there is a particularly high degree of subjectivity involved in estimating the fair value of stock-based compensation, that the expenses recorded for stock-based compensation in the Company’s financial statements may differ significantly from the actual value realized by the recipients of the stock awards, and that the expenses recorded for stock-based compensation will not result in cash payments from Osteologix.

Recently Adopted or Issued Accounting Pronouncements

On January 1, 2008 we adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” or SFAS 157, which clarifies and prioritizes methods for measuring fair value under generally accepted accounting principles. The assets and liabilities measured at fair value under SFAS 157 in the first six months of 2008 did not have a material impact on our condensed consolidated financial statements.

Recent Developments

On April 17, 2008, we sold 4,030,000 shares of newly issued common stock and 2,030,000 common stock purchase warrants with an exercise price of $1.32 per share for gross proceeds of $5,320,000. The shares and warrants were offered and sold only to accredited investors, and have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from SEC registration requirements. An affiliate of Nordic Biotech K/S, which owned approximately 60% of our outstanding common stock prior to the transaction, purchased 3,030,000 shares of common stock and warrants to purchase 1,515,000 shares of common stock in the April 17, 2008 transaction, for gross proceeds of $4,000,000, increasing the Nordic Biotech K/S funds’ ownership percentage to approximately 62%.

On May 7, 2008, we announced that our Investigational New Drug application for NB S101 was accepted by the U.S. Food and Drug Administration.

Three and Six Months Ended June 30, 2008 Compared to Three and Six Months Ended June 30, 2007

Revenues

Osteologix’s products are currently in various stages of research and development, and there were no revenues recorded in the periods ended June 30, 2008 and 2007.

Page 10

Research and Development Expenses

Expenditures relating to research and development are expensed as incurred. Research and development expenses include clinical trial costs, preclinical studies, development and manufacturing costs for medicinal products under investigation, payments to contract research organizations, compensation expenses for research and development personnel, supplies and related consulting and advisor costs.

For the second quarter of 2008, research and development expenses, and the changes compared to the previous year, were as follows:

Three Months Ended June 30,				Decrease from Period in Prior Year
2008		2007		Dollars			Percent
$	210,000	$	1,845,000	$	(1,635,000	)	- 89	%

Research and development expenses decreased $1,635,000 for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 because of the completion of our human phase II clinical trial in November 2007. While the phase II clinical trial was underway substantially all of our research and development costs were related to this study. For the 2008 period, our research and development costs consisted primarily of costs paid to outside medical advisors and consultants assisting us with formatting the preclinical and clinical trial documentation in a manner that is designed to meet the quality requirements of the FDA, completion of documentation regarding drug manufacturing and quality specifications for NB S101, manufacturing additional investigational drug product, costs related to the preparation and filing of an IND filing with the FDA, and planning the next human clinical trial. In addition, during the 2008 period we received a refund related to a disagreement with a vendor for the amount they charged us for certain clinical trial costs incurred earlier.

For the six months ended June 30, 2008, research and development expenses, and the changes compared to the previous year, were as follows:

Six Months Ended June 30,				Decrease from Period in Prior Year
2008		2007		Dollars			Percent
$	882,000	$	3,039,000	$	(2,157,000	)	-71	%

Research and development expenses decreased $2,157,000 for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 for the same reasons as research and development expenses decreased in the three month period ended June 30, 2008.

We expect research and development expenses for the balance of 2008 to be lower than it was for the same period in 2007 because we completed our phase II clinical trial in late 2007 and will not incur these costs in 2008. We expect that our costs for 2008 will continue to include planning for a phase III clinical trial, additional manufacturing and quality work on the drug product, consultants and medical advisors, and potentially smaller human and/or animal studies of NB S101 as we continue preparing for a larger trial.

General and Administrative Expenses

General and administrative expenses include compensation expense for personnel not directly involved in research and development activities, management and other administrative personnel costs, insurance, accounting, legal and patent expenses.

For the second quarter of 2008, general and administrative expenses, and the changes compared the previous year, were as follows:

Three Months Ended June 30,				Decrease from Period in Prior Year
2008		2007		Dollars			Percent
$	790,000	$	1,286,000	$	(496,000	)	-39	%

General and administrative expenses decreased by $496,000 for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 primarily because severance payments that were made in 2007 to the former chief executive officer of the Company did not recur in the 2008 period.

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For the six months ended June 30, 2008, general and administrative expenses, and the changes compared the previous year, were as follows:

Six Months Ended June 30,				Decrease from Period in Prior Year
2008		2007		Dollars			Percent
$	1,741,000	$	2,135,000	$	(394,000	)	-18	%

General and administrative expenses decreased $394,000 for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 for the same reasons as general and administrative expenses decreased in the three month period ended June 30, 2008, although patent costs were higher during the first quarter of 2008 than in the first quarter of 2007, partially offsetting the lower costs related to the severance.

We expect general and administrative expenses for the balance of 2008 to increase modestly compared to the amounts incurred during the same period of 2007.

Interest Income

Interest income decreased by $32,000, to $38,000 for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Interest income decreased by $78,000, to $66,000 for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. The lower interest income in the 2008 periods was due to lower average interest rates earned on our cash and short-term investment balances and lower average cash and short-term investments balances.

LIQUIDITY AND CAPITAL RESOURCES

We measure our liquidity primarily by the cash, cash equivalents and short-term investments, as well as the working capital, available to fund our operations. Since we were founded in 2003, we have applied the majority of our resources to research and development programs, primarily the development of NB S101, and the administrative expenses to support the our pharmaceutical development operations. We have operated at a loss since inception and expect to continue to incur losses in the future as a result of our ongoing research and development efforts. To date, we have funded our operations primarily through the sale of our common stock.

In evaluating our liquidity, we do not distinguish between cash and short-term investments because when we hold short-term investments all of our short-term investments are available for sale and we believe they can readily be converted into cash when needed. We do not hold any auction rate securities in our portfolio. The following table summarizes our cash, cash equivalents and short-term investments, and our working capital available to fund our operations:

	June 30,		December 31,
	2008		2007
Cash, cash equivalents and short-term investments	$	6,068,000	$	4,145,000
Working capital		5,751,000		2,999,000

The increase in our cash, cash equivalents and short-term investments of $1,923,000 during the first six months of 2008 was due to additional funds raised through the sale of common stock and warrants, partially offset by cash used in operations to fund the continuing development of NB S101, our investigational drug for osteoporosis, which included manufacturing and quality specifications, preparation and completion of an IND application with the U.S. Food and Drug Administration, and payment of 2007 clinical trial expenses which became due during the first part of 2008. Uses of cash, cash equivalents and short-term investments also included the general and administrative expenses of operating a public company. We have experienced net losses from our inception through June 30, 2008, and we expect losses to continue as we further our research and development programs.

In April 2008, we completed a sale of common stock and warrants to purchase common stock for net proceeds of $5,151,000. After this financing, we expect our cash and cash equivalents to fund our planned operations through approximately the second quarter of 2009. Therefore, we believe the going concern qualification to the opinion rendered on the December 31, 2007 audited financial statements by the independent registered public accounting firm is no longer applicable. It is possible that we will consume available resources more rapidly than currently anticipated, resulting in the need for funding prior to the second quarter of 2009. If adequate funds are not available, we may be required to significantly reduce, refocus or cease our operations, or to obtain funds through arrangements that may require us to relinquish rights to NB S101, which could have a material adverse affect on the price of our common stock.

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PLAN OF OPERATION

Our business strategy is to develop drug candidates that target major medical needs and can be rapidly commercialized. We are currently focusing on the treatment and prevention of diseases of bone and joint tissues. NB S101 for the treatment of osteoporosis fits this strategy because the osteoporosis market is large, with over $7 billion in annual product sales. To date, we have completed preclinical, phase I and one phase II human clinical studies of NB S101. In addition, a drug which contains a different strontium compound as its active ingredient (as compared to NB S101) has been proven safe and effective and is approved for treatment of osteoporosis in Europe, which we believe reduces the development risk for NB S101 when compared to other investigational drugs in completely unproven chemical classes. In executing our business strategy, our management oversees the human clinical trials necessary to establish preliminary evidence of efficacy, and we are seeking to establish collaborative agreements with pharmaceutical and biotechnology companies for their late-stage development and marketing of our product candidates and/or our obtaining rights to develop and market certain of their product candidates. We plan to continue to acquire and develop products, and plan to either develop the resources to market these products in selected world regions or out-license marketing rights to larger pharmaceutical companies.

We believe that our currently available existing resources will provide liquidity to fund our planned operations through approximately the second quarter of 2009. Because the business of developing pharmaceutical products is time-consuming and expensive, and NB S101, our most advanced investigational drug, still must complete pivotal human clinical trials before it can be marketed, we will require additional financial resources to carry out our business strategy. We plan to follow the recent phase II clinical trial with a larger phase II and/or phase III clinical trial that we estimate will take at least two years to complete. After or possibly concurrent with the next clinical trial, either one or two similar or potentially larger phase III trials will be required. We may license the rights to NB S101 to a larger company before any of the clinical trials are complete, or we may choose to retain all rights ourselves without entering into a license or collaborative agreement. If the results of the clinical trials are positive, we plan to seek approval for NB S101 throughout the world, either on our own or in collaboration with a larger pharmaceutical company that has more financial resources than we do.

Because we are developing NB S101 and are also seeking to expand our line of investigational drugs by acquiring rights to additional drugs in development, we will require additional financial resources to carry out our plans. We are exploring various options to obtain additional capital, including the licensing of certain rights to NB S101, the sale of equity or debt securities and other alternatives. Our ability to successfully raise additional funds for our operations will be based, in part, on overall market conditions, conditions in the biotechnology and pharmaceutical industries, the status and results of our clinical trials (including interpretations of the data and the market potential, which can be subjective), and other parties’ opinions about NB S101 and the osteoporosis market, among other factors. Additional funding may not be available on acceptable terms, if at all. The actual amounts we ultimately need for our future operating requirements will vary depending on a number of other factors, including:

• the requirements of regulatory agencies;

• our ability to establish collaborative relationships and the terms of these relationships;

• the progress we make in our clinical development programs and the results of our clinical trials;

• competing technological and market developments; and

• our acquisition or licensing of new drug candidates.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We are required to maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

As required by Rule 13a-15(b) promulgated under the Securities Exchange Act, our management, with the participation of our chief executive officer and principal financial officer, evaluated the design and operating effectiveness as of June 30, 2008, of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act. Based on this evaluation our chief executive officer and principal financial officer concluded that, as of June 30, 2008, our disclosure controls and procedures were effective at the reasonable assurance level to enable the company to record, process, summarize and report information required under the Securities and Exchange Commission’s rules in a timely fashion.

Changes in Internal Controls

Effective May 1, 2008, our Chief Financial Officer, Matthew M. Loar, resigned as an employee of Osteologix, Inc. We have initiated a search for a replacement, and in the interim, Mr. Loar is advising us on a part-time consulting basis until September 1, 2008, under the terms of an agreement entered into on April 15, 2008. Although he continues to oversee our financial reporting, the time Mr. Loar has currently available for matters impacting our internal control over financial reporting is significantly more limited than when he was an employee. Other than the departure of our full-time Chief Financial Officer, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Set forth below and elsewhere in this Quarterly Report on Form 10-Q, and in other documents we file with the SEC, are risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this Quarterly Report. The risk factors set forth below entitled “We expect to need additional financing in the near term and may be unable...,” “If we fail to protect our intellectual property rights...,” “If we infringe the rights of third parties...,” and “We rely on key executive officers and scientific and medical advisors...,” have been materially modified from the prior statements in our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 25, 2008.

Risks Related to Our Financial Condition

We expect to need additional financing in the near term and may be unable to raise funding when needed, which could force us to delay, curtail or discontinue development of our products or operations.

Developing drugs, conducting clinical trials, and commercializing products is expensive. Our future funding requirements will depend on many factors, including:

• the progress and cost of our clinical trials and other research and development activities;

• the costs and timing of obtaining regulatory approvals;

• the terms and timing of any collaborative, licensing, acquisition or other arrangements that we may establish;

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• the costs of filing, prosecuting, defending and enforcing any patent applications, claims, patents and other intellectual property rights;

• the cost and timing of securing manufacturing capabilities for our clinical product candidates and commercial products, if any;

• the costs of lawsuits involving us or our product candidates; and

• the costs of establishing sales, marketing and distribution capabilities.

We believe that our existing cash will only be sufficient to support our current operating plan through approximately the second quarter of 2009. This expectation is based on our current operating plan, which could change as a result of the above-described or other factors, and we may need additional funding sooner than expected. We will need to raise additional funds to support our future development programs, including completion of the clinical trials required to market our investigational drug if we do not enter into an agreement with a larger company to conduct these trials. Our funding requirements may change as a result of many factors, including delays in development activities, underestimates of budget items, unanticipated cash requirements, limitation of development of new potential products, future product opportunities with collaborators, future licensing opportunities and future business combinations. Consequently, we will need to seek additional sources of financing, which may not be available on a timely basis or terms favorable to us, if at all.

If we do not succeed in raising additional funds on a timely basis or on terms favorable to us, we may be unable to complete planned development of NB S101 or obtain approval of our product candidates from the FDA and/or other regulatory authorities. In addition, insufficient funds may force us to discontinue product development, curtail operations, forego sales and marketing efforts and lose attractive business opportunities, which would harm our business, financial condition and results of operation.

Raising additional funds may cause dilution to existing stockholders or require us to relinquish valuable rights.

We may seek to raise additional financing through public or private equity offerings, debt financings, or additional corporate collaboration and licensing arrangements. We cannot be certain that additional funding will be available on a timely basis, on terms favorable to us, or at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience dilution. To the extent that we raise additional capital by issuing debt securities, we would incur substantial interest obligations, may be required to pledge assets as security for the debt and may be constrained by restrictive financial and/or operational covenants that could limit our flexibility in conducting future business activities. Debt financing would also be senior to our stockholders’ interests in bankruptcy or liquidation. To the extent we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or product candidates, or grant licenses on terms unfavorable to us.

We have incurred significant net operating losses since our inception and may not achieve profitability in future periods.

We have incurred significant net operating losses since our inception in 2003. To date, we have devoted significant financial resources to the research and development of our investigational drug NB S101. The only revenue we have received since our inception was from a related party in 2005. As a result, we recorded losses of $8.0 million for the year ended December 31, 2007 and $2.6 million for the six months ended June 30, 2008, and our consolidated balance sheet had an accumulated deficit of approximately $20.4 million at June 30, 2008. We do not expect to generate any revenue from the sale of our NB S101 in the near term, and we expect to continue to have significant losses for the foreseeable future as we continue clinical development, seek to advance our product candidates closer to market, seek to expand our pipeline of research and development projects, implement additional internal systems and build our infrastructure.

To become profitable, we must develop and obtain regulatory approval for our product candidates and effectively manufacture, market and sell these product candidates. Accordingly, we may never generate significant revenues and, even if we do generate significant revenues, we may never achieve profitability in future periods.

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Risks Related to Our Business

We have only one product that is currently being evaluated for commercial development, and even if our continued development of this product is successful, it will be several years before it can reach market.

Our current product candidate NB S101 is the only pharmaceutical product we are testing in humans, and it may never be successfully marketed or manufactured. To date, this product candidate has only been tested on a limited number of humans. The additional clinical trials required by the FDA and other regulatory authorities to obtain approval to market the product are long and complex and will take a number of years to complete. Our preferred single-tablet dosage may not be accepted by the FDA or supported by future clinical trial data. The FDA and other regulatory authorities also may disagree with our current clinical and pre-clinical research plans and require us to conduct more extensive studies than we currently anticipate before considering our investigational drug for marketing approval.

Most of our future planned studies of NB S101 involve drug exposures for durations that are significantly longer than we have tested thus far and may go out to three years of exposure on the drug as compared to our longest treatment period thus far of only 12 weeks. The longer-term studies could reveal safety or other issues that could adversely affect marketing approval. We need to commit substantial time and additional resources in order to conduct further clinical trials before we can submit a NDA with respect to any of these product candidates. We cannot predict with any certainty when we might submit any NDA for regulatory approval for any of our product candidates, if at all.

Obtaining and maintaining the necessary U.S. or worldwide regulatory approvals for our product candidates will be time consuming, difficult and costly. If we fail to do so, we will be unable to commercialize our product candidates.

Government regulations in the U.S. and other countries have a significant impact on our business and affect research and development, manufacture and marketing of our product candidates. We will require FDA approval to commercialize our product candidates in the U.S. and approvals from similar foreign regulatory authorities to commercialize our product candidates outside the U.S. In order to obtain FDA approval of a product candidate, we must submit to the FDA an NDA demonstrating that the product candidate is safe for humans and effective for its intended use. This demonstration requires significant research and animal tests, which are referred to as pre-clinical studies, as well as human tests, which are referred to as clinical trials. These studies will be time consuming, difficult and costly, and we cannot predict whether our efforts will result in any drugs that the FDA or other regulatory authorities consider safe and effective for humans. The FDA has substantial discretion in the drug approval process, and may refuse to accept our application or may deny approval. If the FDA does not accept or approve our application, it may require us to conduct additional pre-clinical testing or manufacturing studies and submit that data before it will reconsider our application, or require us to perform post-marketing studies. The approval process may also be delayed by changes in government regulation, future legislation, administrative action or changes in FDA policy that occur prior to or during our regulatory review. Delays in obtaining regulatory approvals will increase our operating expenses and delay the commercialization of our product candidates and our ability to derive product revenues from them.

Even if we comply with all FDA requests, the FDA may ultimately determine, under its statutory authority, to deny our requests for approval of our drug candidates. We cannot be certain that we will ever obtain regulatory clearance for any product candidate. Failure to obtain FDA approval of NB S101 or any other product candidates will severely undermine our business by reducing our number of salable products and, therefore, corresponding product revenues.

In foreign jurisdictions, we must also receive approval from the appropriate regulatory, pricing and reimbursement authorities before we can commercialize and market our drugs. These processes generally include all of the risks associated with FDA procedures. Pursuing foreign approvals will be time-consuming and expensive. Regulations vary among countries, and foreign authorities may require different or additional clinical trials than we conduct in our attempts to obtain FDA approval. We may never receive any of the approvals necessary to commercialize our product candidates.

We currently plan to commercialize NB S101 and other potential products internationally through collaborative relationships with pharmaceutical companies that have foreign sales capabilities. Future collaborative relationships are important to the success of our product candidates internationally because we do not have regulatory, clinical and commercial resources necessary to obtain approval for and sell our product candidate throughout the world. We may not be able to enter into collaboration agreements with appropriate other companies for important foreign markets on acceptable terms, or at all. Such collaborations may not be effective or profitable for us.

In addition, even if we get to the point where our product candidates are marketed, the products and our manufacturers are still subject to continual review by applicable regulatory authorities, including FDA adverse event reporting requirements and FDA requirements governing product distribution, advertising, and promotion. At any stage of development or commercialization, the discovery of previously unknown problems with our product candidates, our own manufacturing or the manufacture by third parties may result in restrictions on our product candidates or in their manufacture, including withdrawal of the product from the market.

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Clinical trials are time-consuming, difficult and costly to design and implement.

Human clinical trials are expensive and difficult to design and implement, in part because the science behind them is complex and they are therefore subject to rigorous regulatory requirements. Further, the medical, regulatory and commercial environment for pharmaceutical products changes quickly and often in ways we may not be able to accurately predict. The clinical trial process is also time-consuming. We estimate that clinical trials of our product candidates will take at least several more years to complete. Furthermore, as failure can occur at any stage, we could encounter problems that cause us to abandon or repeat clinical trials. The commencement and completion of clinical trials may be delayed by, among other things, changes in regulatory requirements, unforeseen safety issues, determination of dosing issues, lack of effectiveness in clinical trials, slower than expected patient recruitment, inability to monitor patients adequately during or after treatment, inability or unwillingness of medical investigators to follow our clinical protocols, inability to maintain a sufficient supply of the investigational drug to support the trials, suspension or termination of clinical trials for noncompliance with regulatory requirements and changes in clinical care protocols and standards of care within the institutions in which our trials take place.

In addition, we or the FDA may suspend our clinical trials at any time if it appears we are exposing participants to unacceptable health risks or if the FDA finds deficiencies in our Investigational New Drug Application, or IND, submissions or the conduct of these trials.

The results of our clinical trials may not support our product candidate claims or may result in the discovery of adverse side effects.

Even if our clinical trials are completed as planned, we cannot be certain that the results of those trials will support our product candidate claims or that the FDA or foreign authorities will agree with our conclusions regarding the results. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the later trials will replicate the results of prior trials and pre-clinical testing. The clinical trial process may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses, which could cause us to abandon a product candidate and may delay or cancel development of others. Any delay of our clinical trials will delay the filing of our NDAs and, ultimately, our ability to commercialize our product candidates and generate revenues. Any cancellation of our clinical trials will eliminate our ability to file an NDA for that product and eliminate our ability to generate any revenue from that product, unless we are later able to conduct a different trial that would satisfy the regulatory authorities.

It is possible that patients enrolled in clinical trials will experience adverse side effects that are not currently part of our product candidate’s profile. In addition, our clinical trials involve a comparatively small patient population. Because of the small sample size, their results may not be indicative of future results. Companies typically collect the most reliable information on side effects during the large phase III studies, when significant numbers of patients are tested. We have not reached this development stage yet, and we cannot accurately predict if phase III studies with our investigational drug, strontium malonate, in tablet form as NB S101, will reveal unexpected side effects. Occurrence of any side effect could delay or terminate further development and hamper or prevent regulatory approval or marketing of our lead product candidate.

The strontium salt that is approved for treating osteoporosis in Europe has exhibited a new potential side effect not seen in clinical trials.

NB S101 contains a salt form of strontium as its active ingredient. There is one product approved in Europe and countries around the world that contains a different salt form of strontium, which is marketed by Servier SA as Protelos^®. Protelos was studied in clinical trials involving approximately 7,000 patients prior to its approval in late 2004. In November 2007 the European Medicines Agency, or EMEA, identified a potential side effect and recommended a label change for Protelos. The side effect “drug rash with eosinophilia and systemic symptoms,” or DRESS, was noted in 16 patients following 570,000 patient-years of worldwide exposure (approximately one case per 35,000 patient years), and two of the cases were fatal. The EMEA advised physicians and patients to stop treatment with Protelos should a rash occur (generally after three to six weeks of treatment), and to seek further medical advice. For these patients Protelos should not be reintroduced.

We currently do not know whether DRESS was caused by the strontium, the different synthetic salt used by Servier, a combination of Protelos with other drugs, or other factors. The infrequency of the cases of DRESS identified by post marketing observation will make it very difficult to ever detect in human clinical trials. It is possible that the FDA or other regulatory authorities will require us to conduct additional clinical or preclinical work on DRESS, which would increase our costs and/or increase the expected time it may take us to receive approval for NB S101. It is also possible that we will be required to note DRESS as a potential side effect in our label if we receive approval for NB S101, even if we do not observe any symptoms in our clinical trials.

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Delays in patient enrollment for clinical trials could increase costs and delay regulatory approvals.

We may face substantial competition in seeking to enroll qualified patients into our future clinical trials. Competition for patients has delayed clinical trials of other biotechnology and drug development companies. In addition, recent improvements in existing drug therapy, particularly for medical products for prevention and treatment of osteoporosis, may make it more difficult for us to enroll patients in our clinical trials as the patient population may choose to enroll in clinical trials sponsored by other companies or choose alternative therapies. Delays in patient enrollment can result in increased development costs and delays in regulatory approvals.

The FDA or other regulatory authorities may also change the requirements for testing new drugs for osteoporosis. For example, the current guidelines require placebo-controlled clinical trials conducted in osteoporotic patients. There are ethical concerns regarding treating osteoporotic patients with placebo, and the FDA or other regulatory authorities may at some time require osteoporosis drugs in the future to include active controls (such as existing osteoporosis treatments) instead of placebo. If the FDA makes these changes, we may need to enroll more patients, conduct longer clinical trials, or otherwise change our planned clinical trial designs, potentially and substantially increasing the costs and/or decreasing our chances of demonstrating the efficacy needed to obtain approval.

Physicians and patients may not accept and use our drugs.

Even if the FDA approves one or more of our drug candidates, physicians and patients may not accept and use them. Post-approval market acceptance and use of our drugs will depend upon a number of factors, including perceptions by the health care community, including physicians, about their safety and effectiveness, their cost-effectiveness relative to competing products, the availability of reimbursement for our products from government or other healthcare payors, such as major insurance companies, and the effectiveness of marketing and distribution efforts by us, our licensees and distributors. The failure of NB S101, which we expect to generate substantially all of our product revenues for the foreseeable future, or any of our other product candidates to find post-approval market acceptance would harm to our business, financial condition and results of operations.

Patients may not be able to obtain adequate reimbursement for our drugs.

Our ability to commercialize our drugs, alone or with collaborators, will depend in part on the extent to which reimbursement will be available from government and health administration authorities, private health maintenance organizations, health insurers, and other payors. Significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Healthcare payors, including Medicare, routinely challenge prices charged for drugs. Government and other healthcare payors limit both coverage and reimbursement. Even if our product candidates are approved by the FDA, insurance coverage may not be available and reimbursement may be inadequate. If payors do not provide adequate coverage and reimbursement levels, the post-approval market acceptance of our products could be diminished, which would harm our business, financial condition and results of operations.

Our drug-development programs depend upon third-party researchers who are outside our control.

We depend upon independent investigators and collaborators, such as medical institutions, clinical research organizations, and universities, to conduct our pre-clinical and clinical trials and, in certain cases, to develop a product for its target indication. We contract with these collaborators, but they are not our employees, and we cannot control the amount or timing of resources they devote to our programs. They may not assign as great a priority to our programs or pursue them as diligently as we would if we were undertaking the programs ourselves. If outside collaborators fail to devote sufficient time and resources to our programs, or if their performance is substandard, the approval of our FDA applications and our introduction of new drugs, if any, will be delayed, which would harm our business, financial condition and results of operations. These collaborators may also have relationships with other commercial entities, some of whom may compete with us. If our collaborators were to assist our competitors at our expense, our competitive position would be harmed.

We rely exclusively on third parties to manufacture our product candidates.

We rely exclusively on a limited number of vendors to supply raw materials and finished goods necessary to manufacture our product candidates, and the loss of any one of these vendors could harm our business. The FDA and regulatory agencies in other countries also periodically inspect manufacturing facilities, including third parties who manufacture our product candidates or our active ingredients. The FDA may take the position that our chosen manufacturers do not have enough experience manufacturing the dosage forms we have contracted them to produce and may subject those manufacturers to increased scrutiny. Pharmaceutical manufacturing facilities must comply with applicable good manufacturing practice (GMP) standards, and manufacturers typically must invest substantial funds, time and effort to ensure full compliance with these standards and make quality products. We do not have control over our manufacturers’ compliance with these requirements. If our third party manufacturers fail to comply with regulatory requirements, it can result in denial of approval for our product candidate, a requirement to repeat clinical trials, sanctions, fines, delays, suspensions of approvals, seizures or recalls of products, operating restrictions, manufacturing interruptions, corrective actions, injunctions, adverse publicity against us and our product candidates and/or criminal prosecutions, any of which would harm our business.

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If we are unable to obtain sufficient supplies of raw materials or if there is a significant increase in the price of raw materials, our business would be harmed. If any of our product candidates receives FDA approval, we expect to rely on one or more third-party contractors to supply our drugs. If our current or future third-party suppliers cease to supply drugs in the quantity and quality we need to manufacture our drug candidates, or if they are unable to comply with GMP standards and other government regulations, the qualification of other suppliers could be a lengthy process, and there may not be adequate alternatives to meet our needs. As a result, we may not be able to obtain the necessary ingredients used in our products in the future on a timely basis, if at all. This would negatively affect our business.

We currently rely on a single source for our supply of the active pharmaceutical ingredient in NB S101 and a different single source for the finished dosage form manufacturing. If either of these sole suppliers fail to provide us with sufficient quantities and with the acceptable level of quality, we may not be able to obtain an alternative supply on a timely or commercially acceptable basis. Any such interruption would disrupt our ability to manufacture NB S101 and could harm our business.

Competition for qualified personnel is intense in our industry, and we may not be able to recruit and retain qualified personnel.

Recruiting and retaining qualified personnel will be critical to our success. We need to hire additional qualified personnel with expertise in pre-clinical testing, clinical research and testing, government regulation, formulation, manufacturing, finance and accounting, and sales and marketing. Competition for such individuals is intense in our industry. We compete for qualified individuals with numerous biopharmaceutical companies, universities and other research institutions, some of which are more established than we are and have the ability to pay more cash compensation than we do. As a result, we cannot be certain that we will be able to recruit and retain qualified new hires or retain existing highly skilled employees, which could harm our business, financial condition and operating results.

Developments by competitors may render our products or technologies obsolete or noncompetitive.

Companies that currently sell osteoporosis products include Merck, Procter & Gamble, GlaxoSmithKline, Eli Lilly, Wyeth Ayerst, Novartis, Hoffmann-LaRoche and Sanofi-Aventis. Alternative products and technologies are being developed by these companies and others to improve upon or replace current products for the treatment of osteoporosis, several of which are awaiting FDA approval or are in late-stage clinical trials. Other companies pursuing similar therapeutic areas also represent substantial competition. Many of these competitors have substantially greater financial resources and operate larger research and development organizations than we do. They may also have greater experience in drug development and in obtaining FDA and other regulatory approvals, as well as greater experience in launching, marketing and selling drugs. The greater size and experience of our competitors allows them to develop and market competing products more rapidly and more effectively than we can. If we fail to compete successfully with these competitors, our business, financial condition and operating results would be harmed.

If we fail to protect our intellectual property rights, or to secure rights to patents of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce our rights.

Our success, competitive position and future revenues will depend in part on our ability, and the ability of our licensors, to obtain and maintain patent protection for our product candidates, methods, processes and other technologies, to preserve our trade secrets, to prevent third parties from infringing on our proprietary rights and to operate without infringing the proprietary rights of third parties.

We currently have one patent issued in Europe and 25 patent applications pending worldwide. We anticipate filing additional patent applications both in the U.S. and in other countries, as appropriate. These patent applications may not result in the issuance of any additional patents. Moreover, our patent, or any of the patents that may be issued to us in the future, could be challenged, invalidated, circumvented or may otherwise not provide a competitive advantage to us. As a result, others may independently develop similar products or design around our patents and other intellectual property rights.

In July 2007, Intellectual Property Services filed an objection to our one issued patent with the European Patent Office. Although we have submitted a response and believe the objection is without merit, we cannot predict the outcome of this opposition, which is likely to take several years to complete. In July 2008, we received notice from the Opposition Division of the European Patent Office regarding their preliminary opinion. In addition, we received an invitation to attend oral proceedings on January 20, 2009, but are unable to predict the outcome of these proceedings. In November 2007 the U.S. Patent and Trademark Office sent us a non-final rejection notice on our application entitled “Water soluble strontium salts for use in the treatment of cartilage and/or bone conditions.” Although we believe we have addressed the issues raised by the examiner by filing additional data in April 2008 and requesting a narrowing of the patient claims, this patent may never issue.

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Our issued patents and those that may be issued in the future may be challenged, invalidated or circumvented, which could limit our ability to prevent competitors from marketing related product candidates or could limit the length of the term of patent protection of our product candidates. In addition, the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies. In addition, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that, before any of our product candidates can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent.

In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in the U.S. and other countries are uncertain and may afford inadequate protection of our intellectual property. Consequently, we may be unable to prevent our intellectual property from being exploited by others in the U.S. or abroad, which could require costly efforts to protect our intellectual property. Policing the unauthorized use of our intellectual property is expensive, difficult and, in some instances, impracticable. Litigation may be necessary in the future to enforce or defend our intellectual property rights. Such litigation could result in substantial costs and diversion of management resources, either of which could harm our business.

If we infringe the rights of third parties, we could be prevented from selling products, forced to pay damages, and compelled to defend against litigation.

An issued patent does not guarantee us the right to practice the patented technology or commercialize the patented product. Third parties may have blocking patents that could be used to prevent us from commercializing our patented products and practicing our patented technology. There are patents held by others for the use of strontium. Within the class of strontium-based pharmaceutical products, Servier has several patents. These include U.S. Patent No. 5,128,367, (European equivalent EP-B-0 415 850), which is directed to strontium ranelate and other metal ranelates, as well as methods and compositions for treating osteoporosis. In addition, Servier’s U.S. Patent No. 4,939,164 (European equivalent EP-B-0 349 432) is directed to a specific strontium salt of pentanedioic acid, as well as methods and compositions for treating osseous diseases using this salt. Also, Servier’s U.S. Patent No. 5,075,336 (European equivalent EB-P-0 445 025) describes specific types of carboxylic acid salts, including strontium salts as well as methods and compositions for treating osseous diseases using these salts. Servier’s U.S. Patent No. 5,856,356 (European equivalent: EP-B-0-813 869) describes the use of strontium salts, including strontium ranelate and strontium malonate, for treatment of arthrosis. Servier has also obtained three additional U.S. patents, Nos. 7,091,364 (European equivalent EP-A-1 403 265), 7,105,683 (European equivalent EP-B-1 403 264) and 7,214,805 (European equivalent EP-A-1 403 266), which are directed to methods of manufacturing strontium salts and chemical intermediates used to prepare such salts. Although we do not believe that we infringe any patents held by others, there can be no assurance that we will not be accused of infringement, which could lead to expensive and time-consuming litigation or that our product candidates will be held not to infringe valid third party patent claims.

If our product candidates, methods, processes and other technologies infringe proprietary rights of other parties, we could incur substantial costs, and we may have to obtain licenses, which may not be available on commercially reasonable terms, if at all. We may be required to redesign our product candidates or processes, stop using the subject matter claimed in the asserted patents, pay damages, or defend litigation or administrative proceedings, which may be costly whether we win or lose. All these could result in a substantial diversion of valuable management and scientific resources. Resolving intellectual property issues could result in lengthy and costly legal proceedings, the outcome of which cannot be predicted.

We may be exposed to liability claims associated with using hazardous materials and chemicals.

Our research and development activities involve the controlled use of hazardous materials and chemicals. Although we believe our safety procedures for using, storing, handling and disposing of these materials comply with applicable laws and regulations, we cannot eliminate the risk of accidental injury or contamination from these materials. In the event of such an accident, we could be held liable for resulting damages, which could materially adversely affect our business, financial condition and results of operations. In addition, laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous or radioactive materials and waste products may require us to incur substantial compliance costs that could materially adversely affect our business, financial condition and results of operations.

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We may incur substantial liabilities and be required to limit commercialization of our product candidates in response to product liability lawsuits.

Testing and marketing medical products entails an inherent risk of product liability. Although side effects from our phase I and phase II clinical studies have been mild and similar to placebo, we may be held liable if serious adverse reactions from the use of our product candidates occur either in clinical trials or in subsequent marketing. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates. Our inability to obtain sufficient product liability insurance at acceptable cost against claims could prevent or inhibit the commercialization of pharmaceutical products we develop, alone or with collaborators. We carry clinical trial insurance for our trials but do not carry product liability insurance. We, or any collaborators, may not be able to obtain insurance at reasonable cost, if at all. Agreements with future collaborators entitling us to indemnification against losses may not be adequate if claims arise.

Risk Related to Management

We rely on key executive officers and scientific and medical advisors. Their knowledge of our business and technical expertise would be difficult to replace.

We are highly dependent on our limited number of employees to provide services to us, including our president and chief executive officer, Philip J. Young. We do not have “key person” life insurance policies for any of our officers. The loss of the technical knowledge and management and industry expertise of any of our key personnel could result in delays in product development, inability to obtain financing for our business, and diversion of management resources, which could adversely affect our operating results, our ability to obtain approval for our product candidates, or even our ability to continue operations as planned.

In addition, we rely on members of our scientific advisory board and clinical advisors to assist us in formulating research and development strategy. Our scientific advisory board members and clinical advisors generally have other full-time employment and other commitments, and may be subject to non-disclosure obligations that may limit their availability to work with us.

Effective May 1, 2008, our chief financial officer, Matthew M. Loar, resigned as an employee of Osteologix. On April 15, 2008, we entered into an agreement with Mr. Loar whereby he agreed to provide services as a consultant with us for up to ten hours per month through September 1, 2008. We cannot be certain that we will be able to extend the terms of the letter agreement beyond September 1, 2008. If we are unable extend the terms of the letter agreement or hire a chief financial officer, or the equivalent, on or before September 1, 2008, it will have a material adverse affect on our internal control over financial reporting in the future. Additionally, we may be forced to implement other temporary remediation measures, such as engaging outside financial consultants to serve as an interim solution, which could be costly. Any such costs would adversely affect our business, financial condition and results of operations.

We may not successfully manage our growth.

Our success will depend upon the effective management of the development of NB S101 and the effective management of our growth, which will place a significant strain on our management and administrative, operational, and financial resources. To manage this anticipated growth, we must consolidate and potentially expand our facilities, augment our operational, financial and management systems, and hire and train additional qualified personnel. We intend to move our operations to Virginia in the second quarter of 2008. Such a move could adversely affect the research and development of our product candidates and disrupt our operations. If we are unable to manage our growth effectively, our business would be harmed.

The concentrated ownership of our common stock may have the effect of delaying or preventing mergers, acquisitions or other significant corporate transactions.

Nordic Biotech K/S, a venture capital firm and limited partnership in Denmark, and its affiliates together own approximately 62% of our outstanding common stock. Two of the seven members of our board of directors (Florian Schönharting and Christian Hansen) are employed by the Nordic Biotech Advisors ApS, which is the sole advisor of Nordic Biotech K/S. Because of its concentrated ownership of our stock and their positions on our board, Nordic Biotech is able to control all matters requiring stockholder approval and is able to exercise significant influence over all matters requiring board approval, including the election of directors and approval of mergers, acquisitions and other significant corporate transactions. Nordic Biotech is also a shareholder and investor in a number of other biotechnology companies, and there may be conflicts between our business interests and Nordic Biotech’s other investments. In addition, if Nordic Biotech elects to sell any of our shares of common stock which they own in the open market, our stock price is likely to decrease.

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We cannot assure you that the common stock will become liquid or that it will become listed on a securities exchange.

We plan to list our common stock on the Nasdaq Global Market, the Nasdaq Capital Market or the American Stock Exchange as soon as practical after we meet initial listing requirements. However, we may never be able to meet the initial listing standards of any stock exchange, or if we do we may not be able to maintain any such listing. Until our common stock is listed on an exchange, we expect that it will continue to be eligible to be quoted on the OTC Bulletin Board, another over-the-counter quotation system, or in the “pink sheets.” In these venues, however, investors and potential investors may find it difficult to obtain accurate stock price quotations and/or may have limitations imposed on their ability to purchase our common stock. In addition, various restrictions may be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. These restrictions also make it more difficult for us to raise additional capital.

There may be issuances of shares of preferred stock in the future.

Although we currently do not have preferred shares outstanding, the board of directors could authorize the issuance of a series of preferred stock that would grant holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends would be declared to common stockholders, and the right to the redemption of such shares, possibly together with a premium, prior to the redemption of the common stock. To the extent that we do issue preferred stock, the rights of holders of common stock could be impaired thereby, including without limitation, with respect to liquidation.

Our common stock is considered a “penny stock.”

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore is a “penny stock.” Brokers and dealers effecting transactions in “penny stock” must disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect your ability to sell shares.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly.

Under current requirements, our auditors will be required to audit the effectiveness of our internal controls for the first time when we file our 2009 Annual Report on Form 10-K. It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by Sarbanes-Oxley in a manner adequate to withstand the rigors of an external audit, and due to our small size the proportion of costs we need to devote to comply with these requirements may be substantially greater than it is for other companies. We will likely need to hire additional financial reporting, internal control and other finance staff in order to develop and implement appropriate internal controls and reporting procedures, particularly as we expand our planned operations and consolidate our facilities to a new location. If we are unable to maintain compliance with Sarbanes-Oxley’s internal controls requirements, or the audit of the effectiveness of our internal controls identifies new issues when the audit requirements become effective for us, we may not be able to obtain the independent accountant certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 17, 2008, we sold to two investors a total of 4,030,304 shares of the Company’s common stock and warrants to purchase 2,015,152 shares of common stock with an exercise price of $1.32 per share for gross proceeds of $5,320,000. The sale of common stock was exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(2) the Securities Act of 1933, as amended, and Regulation D under the Act. The shares and warrants were offered and sold only to accredited investors. Subsequent to the sale, we filed a registration statement for resale of a portion of the shares sold to the investors, which was declared effective on June 16, 2008. The shares and warrants sold to the other investor have not been registered, and may not be sold or offered for resale unless there is an exemption from registration or until a registration statement covering the shares is filed and declared effective.

We engaged Punk, Zeigel & Co. to act as our exclusive placement agent in connection with the sale of stock, and for their services, we issued them common stock purchase warrants for 15,000 shares of common stock on the same terms as the purchase warrants issued to the investors, as well as a cash fee of $39,600 and reimbursement of expenses aggregating $15,424.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders

On May 15, 2008, we held our annual meeting of stockholders. Stockholders voted on two proposals at the meeting and the voting results were as follows:

1. The seven nominees to the Company’s board of directors were elected with the following votes cast for each nominee:

	Affirmative		Withheld
	Votes		Votes
Jeremy Curnock Cook		15,773,301		—
Christian Hansen		15,773,301		—
Klaus Eldrup-Jørgensen		15,773,301		—
Bobby W. Sandage, Jr.		15,773,301		—
Florian Schönharting		15,773,301		—
Christopher B. Wood		15,773,301		—
Philip J. Young		15,773,301		—

2. A proposal to ratify the selection of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2007 was approved with 15,773,301 affirmative votes, no negative votes, and no abstentions.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit
Number		Description
	31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
	32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OSTEOLOGIX, INC.
Date: August 14, 2008
	By:	/s/ Philip J. Young
		Name:	Philip J. Young
		Title:	President and Chief Executive Officer
Date: August 14, 2008
	By:	/s/ Matthew M. Loar
		Name:	Matthew M. Loar
		Title:	Principal Financial and Accounting Officer

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EXHIBIT INDEX

Exhibit Number		Description
	31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
	32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

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