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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 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.)
P.O. Box 8832
Grand Rapids, MI 49518-8832
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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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ONCOLOGIX TECH, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
ITEM 2.02. Results of Operations and Financial Condition 3
ITEM 9.01. Financial Statements and Exhibits 3
SIGNATURES 4
Exhibit 99.1 Unaudited pro forma condensed consolidated
financial information 5
Exhibit 99.2 Asset Purchase Agreement, dated August 18, 2008 15
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Item 2.02 Results of Operations and Financial Condition
On August 18, 2008, Oncologix Tech Inc. executed a definitive Asset
Purchase Agreement with Institut fur Umwelttechnologien GmbH, a German company
("IUT") of Berlin, Germany, whereby we agreed to sell most of the assets of our
Oncosphere product to IUT. The terms of the Agreement provide generally for the
transfer to IUT Medical Gmbh ("IUTM") of all the Oncosphere-related assets of
Oncologix and the assumption by IUT of all of the liabilities of Oncologix that
are related to its Oncosphere development effort. In exchange, Oncologix is to
receive a cash payment at the Closing of $50,000, a 20% equity interest in IUTM
(currently 33% based on the interests currently outstanding but subject to the
issuance of additional interests in IUTM), which has been valued at $367,275
based on the euro to US Dollar exchange rate on August 18, 2008, and royalty
payments based on the future revenue of IUTM. Full details of the Agreement will
be contained in a Proxy Statement to be prepared by Oncologix in connection with
its request for shareholder approval.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Unaudited pro forma condensed consolidated financial information.
99.2 Asset Purchase Agreement, dated August 18, 2008
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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: October 27, 2008 ONCOLOGIX TECH INC.
By: /s/ Judy Lindstrom
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Judy Lindstrom, President
By: /s/ Michael A. Kramarz
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Michael A. Kramarz,
Chief Financial Officer
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