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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): February 27, 2009
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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Item 1.01 Entry into a Material Definitive Agreement.
We have entered into two material agreements, as described below.
1. Pursuant to a Termination Agreement with the University of Maryland -
Baltimore, The Master License Agreement between the Company and the
University has been formally terminated and each party has released
the other from all liabilities arising under the Master License
Agreement.
2. the Company has entered into a Technology Agreement with Institut fur
Umwelttechnologien GmbH, a German Company ("IUT") whereunder the
parties have agreed that:
(a) The Company has granted an exclusive license to a new IUT
subsidiary, called "IUTM", to develop and manufacture
products based on the Company's proprietary information.
This proprietary information is not based on the technology
that had been subject to the Master License Agreement with
the University of Maryland - Baltimore. The Company has also
transferred to IUTM a number of items of laboratory
equipment and inventory useful in connection with the
licensed information.
(b) The Company retains rights to market products based on such
information as well as first consideration for marketing
rights for other possible IUTM products.
(c) In consideration of the license, the Company has received a
10% equity interest in IUTM, which is organized as a private
German limited liability company and IUT has assumed
approximately $82,000 of the Company's indebtedness.
(d) The Company will transfer its marketing rights to a
subsidiary and IUTM will be issued 10% of the equity
ownership of that subsidiary.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Title
99.1 Technology Agreement
The information in this Report shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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: March 4, 2009 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