-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChDAUEMkHzU9ipvwr6YtNM7KaTkWR+8wR+qtSGtp0Rshl0O+JFPluu2mad9TrTtC 4PSZd9V7paFP3jaCDwSH8Q== 0001108890-08-000247.txt : 20081015 0001108890-08-000247.hdr.sgml : 20081015 20081015084956 ACCESSION NUMBER: 0001108890-08-000247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081010 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081015 DATE AS OF CHANGE: 20081015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oncologix Tech Inc. CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15482 FILM NUMBER: 081124004 BUSINESS ADDRESS: STREET 1: P.O. BOX 8832 CITY: KENTWOOD STATE: MI ZIP: 49518-8832 BUSINESS PHONE: 616-977-9933 MAIL ADDRESS: STREET 1: P.O. BOX 8832 CITY: KENTWOOD STATE: MI ZIP: 49518-8832 FORMER COMPANY: FORMER CONFORMED NAME: BESTNET COMMUNICATIONS CORP DATE OF NAME CHANGE: 20001219 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 8-K 1 oncologix8k101008.txt PERIOD ENDED 10-10-08 ================================================================================ 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): October 10, 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)) ================================================================================ Item 1.01 Entry into a Material Definitive Agreement. On October 10, 2008 the Registrant entered into an agreement with the University of Maryland pursuant to which the Master License Agreement between the parties was modified so as to extend until January 5, 2009 the accomplishment of the "milestone" consisting of the filing of an Investigational Device Exemption for a Licensed Product to the FDA or any foreign equivalent of the Company commences a Clinical Trial of a Licensed Product. The previous due date for these milestone was September 16, 2008. The extension is subject to each of the following conditions: (1) that on before November 30, 2008 the University shall have received from IUT (the proposed purchaser of our Oncosphere assets) a Research and Development and Business Plan, reasonably acceptable to the University, for the commercialization of the Oncosphere technology; (2) that on or before January 5, 2009, the proposed Asset Sale to IUT shall have been approved by the shareholders of the Registrant and the sale has been consummated; (3) that IUT (or its subsidiary) and the University shall have entered into a new mutually acceptable Master License Agreement with respect to the Oncosphere technology; (4) the Registrant shall have amended its Articles Of Incorporation to increase its authorized capital stock as proposed in a certain Proxy Statement that has been filed with the Securities and Exchange Commission but not yet become effective ; and (5) that 2,000,000 shares of the Registrant's common stock shall be issued and sold to the University in consideration of the extension agreement. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Title 99 License Modification Agreement 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 15, 2008 ONCOLOGIX TECH, INC. By: /s/ Judy Lindstrom -------------------------------- Judy Lindstrom, President By: /s/ Michael A. Kramarz -------------------------------- Michael A. Kramarz, Chief Financial Officer EX-99 2 oncologixexhib99-101008.txt LICENSE MODIFICATION AGREEMENT EXHIBIT 99 62o West Lexington Street, UNIVERSITY OF MARYLAND 4th floor Baltimore, Maryland 21201-1508 - ---------------------- 410 706 6723 ~ 410 706 1066 fax Research and Development www.ord.umaryland.edu --------------------- October 8, 2008 Via Email and U.S. Mail Ms. Judith Lindstrom President and Chief Executive Officer Oncologix Tech, Inc. 1089 Regency Road NW Atlanta, GA 30327 Re: Master License Agreement dated as of September 16, 2003 by and between University of Maryland, Baltimore ("UMB") and Oncologix Tech, Inc. (f/k/a JDA Medical Technologies, Inc.) ("Oncologix"), as amended (the "MLA") Dear Judy: This letter will confirm our agreement that the September 16, 2008 deadline for satisfaction of the milestone set forth in Section 4.01(e) of the MLA will be extended until January 5, 2009. However, the extension is contingent upon satisfaction of each of the following to UMB's reasonable satisfaction: 1. On or before November 30, 2008, UMB shall have received a Research & Development Plan and Business Plan from IUT for commercialization of the Patent Rights licensed under the MLA, which plans must be reasonably satisfactory to B. 2. On or before January 5, 2009, Oncologix shall have closed the transactions pursuant to the Asset Purchase Agreement dated as of August 18, 2008 between Oncologix and Institut fur Umwelttechnologien GmbH ("IUT"). 3. On or before January 5, 2009, UMB shall have entered into a new Master License Agreement with IUT (or a subsidiary to be formed as described in the Asset Purchase Agreement, i.e. IUT Medical Gmbh), on terms and conditions reasonably satisfactory to UMB. 4. On or before January 5, 2009, Oncologix shall have taken the actions described in the Proxy Statement filed with the U.S. Securities and Exchange Commission on September 8, 2006. 5. Between the date of this letter and January 5, 2009, the MLA shall have remained in full force and effect without default by Oncologix. If any of the above conditions is not satisfied to UMB's reasonable satisfaction: UMB's agreement to extend the milestone deadline shall be null and void; Oncologix shall be in default of the MLA for failure to achieve the milestone by the original deadline of September 16, 2008; and UMB shall be entitled to any and all remedies for that breach as are set forth in the MLA. Ms. Judith Lindstrom October 8, 2008 Page 2 In consideration of the granting of this extension, Oncologix shall issue to UMB two million (2,000,000) additional shares of Oncologix common stock. Those shares shall have all of the rights of all other shares of common stock of Oncologix currently owned by UMB. Such shares shall be issued to UMB no later than September 30, 2008. UMB understands and acknowledges that those shares will be "restricted securities" under federal and state securities laws insofar as they have not been registered under the Securities Act of 1933, as amended ("1933 Act"), or the securities laws of any other jurisdiction, that they may not be resold or transferred without compliance with the registration or qualification provisions of the 1933 Act or applicable federal and state securities laws of any state or other jurisdiction or an opinion of counsel that an exemption from such registration and qualification requirements is available. If you agree with the foregoing, please indicate your agreement to the foregoing by signing below and returning a signed copy to me. Sincerely, /s/ James Hughes ---------------------------------- James Hughes Vice President Office of Research and Development Agreed and accepted: Oncologix Tech, Inc. By:_______________________________ Date:_______________ Judith Lindstrom President and CEO -----END PRIVACY-ENHANCED MESSAGE-----