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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2008
ONCOLOGIX TECH, INC.
(Name of Small Business Issuer as Specified in Its Charter)
0-15482
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(Commission File Number)
Nevada 86-1006416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3725 Lawrenceville-Suwanee Rd., Suite B-4
Suwanee, GA 30024
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(Address of principal executive offices)
(616) 977-9933
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(Issuer's telephone number)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Principal Officers.
On January 28, 2008, Dr. Andrew S. Kennedy, a director and Chief
Scientific and Medical Officer of the Registrant, resigned from the Board of
Directors and as an officer, such resignation to be effective on said date. Dr.
Kennedy expressed his disapproval of the structure of past financings made by
Company, and his view that the Registrant is in default with respect to its
license with the University of Maryland. He also questioned the propriety of
entertaining a proposal made by certain members of management to their proposed
purchase of the Registrant's assets and asked why funds apparently available to
them were not being invested in the Registrant. He also questioned why the
Registrant had not hired a financial advisor to assist the Registrant in
identifying acquisition candidates or financing sources.
The response of the Registrant is that the financing structure was
based on sound business judgment and was in any event agreed to by Dr. Kennedy,
that the Registrant is not in default under the License, that in entertaining
the proposal in question the Board of Directors of the Registrant is acting
properly and in the best interests of the shareholders of the Registrant and
that there are sound reasons why no financial advisor has been hired by the
Registrant.
The complete text of Dr. Kennedy's resignation, his stated reasons
therefor and the detailed response of the Registrant is set out in full in the
Exhibit filed with this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Title
99 An email message from Andrew S. Kennedy, MD, dated January
28, 2008 and the Registrant's response thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: February 1, 2008 ONCOLOGIX TECH INC.
By: /s/ Judy Lindstrom
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Judy Lindstrom
Chairperson
By: /s/ Michael A. Kramarz
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Michael A. Kramarz
Chief Financial Officer