8-K 1 oncologix8k090408.txt PERIOD ENDED 08-18-08 ================================================================================ 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): August 18, 2008 ONCOLOGIX TECH, INC. --------------------------------------------------------- (Name of Small Business Issuer as Specified in Its Charter) 0-15482 ---------------------- (Commission File Number) Nevada 86-1006416 ------------------------------ ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 8832 Grand Rapids, MI 49518-8832 -------------------------------------- (Address of principal executive offices) (616) 977-9933 ------------------------- (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)) ================================================================================ 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 2 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, 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 3 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: September 6, 2008 ONCOLOGIX TECH INC. By: /s/ Judy Lindstrom -------------------------------- Judy Lindstrom, President By: /s/ Michael A. Kramarz -------------------------------- Michael A. Kramarz, Chief Financial Officer 4