##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-112754
 OSTEOLOGIX, INC.
  Delaware
    
    32-0104570(State or other jurisdiction of incorporation)
    
    (IRS Employer Identification No.)
 4415 Cox Road, Glen Allen, VA 23060
(Address of principal executive offices)
 (804) 747-6027
(Registrants telephone number, including area code)
 þ o
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 o þ




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##### 



[TABLE OF CONTENTS]
 PagePART I  FINANCIAL INFORMATION
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
    10ITEM 3. CONTROLS AND PROCEDURES
    
    14PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    14ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    22ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    22ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    22ITEM 5. OTHER INFORMATION
    
    23ITEM 6. EXHIBITS
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Osteologix, Inc.
(a development stage company)
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    892
    
    
    $
    818Short-term investments
    
    
    0
    
    
    
    0Prepaid expenses and other assets
    
    
    32
    
    
    
    68Total current assets
    
    
    924
    
    
    
    886Equipment, net
    
    
    1
    
    
    
    2Total assets
    
    $
    925
    
    
    $
    888Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    282
    
    
    $
    326Accrued liabilities
    
    
    121
    
    
    
    161Total current liabilities
    
    
    403
    
    
    
    487Commitments and Contingencies
    
    
    
    
    
    
    Stockholders EquityCommon stock, $0.0001 par value,
38,073 shares authorized; 31,476 and
29,484 shares issued and outstanding at
March 31, 2010 and December 31, 2009,
respectively
    
    
    3
    
    
    
    3Additional paid-in-capital
    
    
    27,644
    
    
    
    26,640Accumulated other comprehensive loss
    
    
    (284
    )
    
    
    (283
    )Deficit accumulated during development stage
    
    
    (26,841
    )
    
    
    (25,959
    )Total stockholders equity
    
    
    522
    
    
    
    401Total liabilities and stockholders equity
    
    $
    925
    
    
    $
    888
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
 For the Period FromFor the Three Months Ended
    
    
    June 16, 2003March 31,
    
    
    (Inception) to2010
    
    
    2009
    
    
    March 31, 2010Contract revenue from related party
    
    $
    
    
    
    $
    
    
    
    $
    750Operating expenses:Research and development
    
    
    188
    
    
    
    398
    
    
    
    12,804General and administrative
    
    
    695
    
    
    
    612
    
    
    
    15,512Total operating expenses
    
    
    883
    
    
    
    1,010
    
    
    
    28,316Loss from operations
    
    
    (883
    )
    
    
    (1,010
    )
    
    
    (27,566
    )Interest income, net
    
    
    1
    
    
    
    10
    
    
    
    725Net loss
    
    $
    (882
    )
    
    $
    (1,000
    )
    
    $
    (26,841
    )Net loss per common share, basic and
diluted
    
    $
    (0.03
    )
    
    $
    (0.03
    )Weighted average number of common
shares outstanding-basic and
diluted
    
    
    31,321
    
    
    
    29,400
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statement of Stockholders Equity and Comprehensive Loss
For the Period From June 16, 2003 (Inception) through March 31, 2010
(in thousands, except per share amounts)
 DeficitAccumulated
    
    
    AccumulatedAdditional
    
    
    Other
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Loss
    
    
    Stage
    
    
    EquityIssuance of common stock to founders for cash of $0.02 per share in June 2003
    
    
    4,897
    
    
    $
    1
    
    
    $
    84
    
    
    $
    
    
    
    $
    
    
    
    $
    85Issuance of common stock for cash of $0.95 per share in October 2003
    
    
    979
    
    
    
    
    
    
    
    930
    
    
    
    
    
    
    
    
    
    
    
    930Issuance of common stock for cash of $1.01 per share in May 2004
    
    
    979
    
    
    
    
    
    
    
    988
    
    
    
    
    
    
    
    
    
    
    
    988Issuance of common stock for cash of $0.83 per share in January 2005, net of issuance costs
    
    
    1,430
    
    
    
    
    
    
    
    1,158
    
    
    
    
    
    
    
    
    
    
    
    1,158Issuance of common stock for cash of $1.24 per share in June 2005, net of issuance costs
    
    
    2,220
    
    
    
    
    
    
    
    2,699
    
    
    
    
    
    
    
    
    
    
    
    2,699Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,913
    )
    
    
    (4,913
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,917
    )Balance at December 31, 2005
    
    
    10,505
    
    
    
    1
    
    
    
    5,859
    
    
    
    (4
    )
    
    
    (4,913
    )
    
    
    943Common stock transferred in merger with Castle & Morgan Holdings, Inc.
    
    
    2,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock for cash of $1.31 per share in private placement in May 2006, net of issuance costs
    
    
    7,656
    
    
    
    1
    
    
    
    9,255
    
    
    
    
    
    
    
    
    
    
    
    9,256Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    508Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,858
    )
    
    
    (4,858
    )Unrealized gain on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    (54
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,910
    )Balance at December 31, 2006
    
    
    21,021
    
    
    
    2
    
    
    
    15,622
    
    
    
    (56
    )
    
    
    (9,771
    )
    
    
    5,797Issuance of common stock and warrants for cash of $1.32 per share in private placement in June 2007, net of issuance costs
    
    
    3,825
    
    
    
    
    
    
    
    4,970
    
    
    
    
    
    
    
    
    
    
    
    4,970Stock issued in lieu of cash for services
    
    
    143
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    170Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    
    
    
    
    
    
    
    
    184Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,037
    )
    
    
    (8,037
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,113
    )Balance at December 31, 2007
    
    
    24,989
    
    
    
    2
    
    
    
    20,946
    
    
    
    (132
    )
    
    
    (17,808
    )
    
    
    3,008Issuance of common stock and warrants for cash of $1.32 per share in private placement in April 2008, net of issuance costs
    
    
    4,030
    
    
    
    1
    
    
    
    5,149
    
    
    
    
    
    
    
    
    
    
    
    5,150Stock issued in lieu of cash for services
    
    
    123
    
    
    
    
    
    
    
    123
    
    
    
    
    
    
    
    
    
    
    
    123Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    217
    
    
    
    
    
    
    
    
    
    
    
    217Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,661
    )
    
    
    (4,661
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,721
    )Balance at December 31, 2008
    
    
    29,142
    
    
    $
    3
    
    
    $
    26,435
    
    
    $
    (192
    )
    
    $
    (22,469
    )
    
    $
    3,777
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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statement of Stockholders Equity and Comprehensive Loss
For the Period From June 16, 2003 (Inception) through March 31, 2010
(in thousands, except per share amounts)
 DeficitAccumulated
    
    
    AccumulatedAdditional
    
    
    Other
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Loss
    
    
    Stage
    
    
    EquityBalance at December 31, 2008
    
    
    29,142
    
    
    $
    3
    
    
    $
    26,435
    
    
    $
    (192
    )
    
    $
    (22,469
    )
    
    $
    3,777Stock issued in lieu of cash for services
    
    
    342
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    30Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    175Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,490
    )
    
    
    (3,490
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    (91
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,581
    )Balance at December 31, 2009
    
    
    29,484
    
    
    $
    3
    
    
    $
    26,640
    
    
    $
    (283
    )
    
    $
    (25,959
    )
    
    $
    401Issuance of common stock for cash of
$0.50 per share in private placement in
Jan. 2010, net of issuance costs
    
    
    1,992
    
    
    
    
    
    
    
    942
    
    
    
    
    
    
    
    
    
    
    
    942Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (882
    )
    
    
    (882
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (883
    )Balance at March 31, 2010
    
    
    31,476
    
    
    $
    3
    
    
    $
    27,644
    
    
    $
    (284
    )
    
    $
    (26,841
    )
    
    $
    522
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statements of Cash Flows
(in thousands, except per share amounts)
(Unaudited)
 For the PeriodFor the Three Months Ended
    
    
    From June 16, 2003March 31,
    
    
    (Inception) to2010
    
    
    2009
    
    
    March 31, 2010Operating activitiesNet loss
    
    $
    (882
    )
    
    $
    (1,000
    )
    
    $
    (26,841
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation
    
    
    1
    
    
    
    1
    
    
    
    42Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    3Issuance of stock in lieu of cash for services
    
    
    
    
    
    
    
    
    
    
    324Stock based compensation
    
    
    62
    
    
    
    43
    
    
    
    1,146Changes in operating assets and liabilities:Prepaid expenses and other current assets
    
    
    36
    
    
    
    15
    
    
    
    (32
    )Accounts payable
    
    
    (44
    )
    
    
    (181
    )
    
    
    282Accrued liabilities
    
    
    (40
    )
    
    
    (45
    )
    
    
    121Net cash used in operating activities
    
    
    (867
    )
    
    
    (1,167
    )
    
    
    (24,955
    )Investing activitiesPurchase of short-term investments
    
    
    
    
    
    
    (1,328
    )
    
    
    (30,239
    )Sales and maturities of short-term investments
    
    
    
    
    
    
    2,162
    
    
    
    30,239Purchase of equipment
    
    
    
    
    
    
    
    
    
    
    (46
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    834
    
    
    
    (46
    )Financing activitiesNet proceeds from issuance of common stock
    
    
    942
    
    
    
    30
    
    
    
    26,177Net cash provided by financing activities
    
    
    942
    
    
    
    30
    
    
    
    26,177Effect of exchange rates on cash and cash equivalents
    
    
    (1
    )
    
    
    2
    
    
    
    (284
    )Net increase (decrease) in cash and cash equivalents
    
    
    74
    
    
    
    (301
    )
    
    
    892Cash and cash equivalents at beginning of period
    
    
    818
    
    
    
    2,996
    
    
    
    Cash and cash equivalents at end of period
    
    $
    892
    
    
    $
    2,695
    
    
    $
    892
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
March 31, 2010 (Unaudited)
(Tabular amounts in thousands, except per share amounts)
 1. Basis of Presentation and Summary of Significant Accounting Policies   Business Description
  Basis of Presentation
     Fair Value of Financial Instruments
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Osteologix, Inc.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
March 31, 2010 (Unaudited)
(Tabular amounts in thousands, except per share amounts)
 2. Cash Equivalents and Short-Term Investments
  3. Stock-Based Compensation
  4. Net Loss Per Share
   Page 9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Special Note Regarding Forward-Looking Statements
    Company Information and Background
   Page 10




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Critical Accounting Policies and Use of Estimates
  Recently Adopted or Issued Accounting Pronouncements
  Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Revenues
  Research and Development Expenses
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Three Months Ended March 31,
    
    
    Decrease from Period in Prior Year2010
    
    
    2009
    
    
    Dollars
    
    
    Percent$
    188,000
    
    
    $
    398,000
    
    
    $
    (210,000
    )
    
    
    -52
    %
   General and Administrative Expenses
   Three Months Ended March 31,
    
    
    Increase from Period in Prior Year2010
    
    
    2009
    
    
    Dollars
    
    
    Percent$
    695,000
    
    
    $
    612,000
    
    
    $
    83,000
    
    
    
    14
    %
   Interest Income
  LIQUIDITY AND CAPITAL RESOURCES
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March 31,
    
    
    December 31,2010
    
    
    2009Cash, cash equivalents and short-term investments
    
    $
    892,000
    
    
    $
    818,000Working capital
    
    
    521,000
    
    
    
    399,000
   PLAN OF OPERATION
    
    
    the requirements of regulatory agencies;
 
    
    our ability to establish collaborative relationships and the terms of these relationships;
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
    
    the progress we make in our clinical development programs and the results of our
clinical trials;
 
    
    competing technological and market developments; and
 
    
    our acquisition or licensing of new drug candidates.
 Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  Item 1A. Risk Factors.
 Risks Related to Our Financial Condition
 We need additional financing in the near term and may be unable to raise funding when needed,
which could force us to delay, curtail or discontinue development of our products or operations.
  
    
    the progress and cost of our clinical trials and other research and development
activities;
 
    
    the costs and timing of obtaining regulatory approvals;
 
    
    the terms and timing of any collaborative, licensing, acquisition or other
arrangements that we may establish;
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
    
    the costs of filing, prosecuting, defending and enforcing any patent
applications, claims, patents and other intellectual property rights;
 
    
    the cost and timing of securing manufacturing capabilities for our clinical
product candidates and commercial products, if any;
 
    
    the costs of lawsuits involving us or our product candidates; and
 
    
    the costs of establishing sales, marketing and distribution capabilities.
   Raising additional funds may cause dilution to existing stockholders or require us to
relinquish valuable rights.
  We have incurred significant net operating losses since our inception and may not achieve
profitability in future periods.
   Our independent registered public accounting firm has issued an opinion on our consolidated
financial statements that states that our consolidated financial statements were prepared assuming
we will continue as a going concern.
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The concentrated ownership of our common stock by Nordic may have the effect of delaying or
preventing mergers, acquisitions, financings or other significant corporate transactions.
  Risks Related to Our Business
 We have only one product that is currently being evaluated for commercial development, and
even if our continued development of this product is successful, it will be several years before it
can reach market.
   Obtaining and maintaining the necessary U.S. or worldwide regulatory approvals for our product
candidates will be time consuming, difficult and costly. If we fail to do so, we will be unable to
commercialize our product candidates.
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Clinical trials are time-consuming, difficult and costly to design and implement.
   The results of our clinical trials may not support our product candidate claims or may result
in the discovery of adverse side effects.
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The strontium salt that is approved for treating osteoporosis in Europe has exhibited a new
potential side effect not seen in clinical trials.
 ®
  Delays in patient enrollment for clinical trials could increase costs and delay regulatory
approvals.
   Physicians and patients may not accept and use our drugs.
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Patients may not be able to obtain adequate reimbursement for our drugs.
  Our drug-development programs depend upon third-party researchers who are outside our control.
  We rely exclusively on third parties to manufacture our product candidates.
    Competition for qualified personnel is intense in our industry, and we may not be able to
recruit and retain qualified personnel.
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Developments by competitors may render our products or technologies obsolete or
noncompetitive.
  If we fail to protect our intellectual property rights, or to secure rights to patents of
others, our competitive position could be harmed or we could be required to incur significant
expenses to enforce our rights.
      If we infringe the rights of third parties, we could be prevented from selling products,
forced to pay damages, and compelled to defend against litigation.
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We may be exposed to liability claims associated with using hazardous materials and chemicals.
  We may incur substantial liabilities and be required to limit commercialization of our product
candidates in response to product liability lawsuits.
  Risk Related to Management
 We rely on one key executive officer and scientific and medical advisors. Their knowledge of
our business and technical expertise would be difficult to replace.
   We may not successfully manage our growth.
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Risk Related to Common Stock
 We cannot assure you that our common stock will become liquid or that it will become listed on
a securities exchange.
  Our common stock is considered a penny stock.
  Anti-takeover provisions under Delaware law may make an acquisition of us more difficult, even
if an acquisition would be beneficial to our stockholders.
  Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be
time consuming, difficult and costly.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Removed and Reserved.
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##### Table of Contents



Item 5. Other Information.
  
 Item 6. Exhibits.
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).32.2
    
    
    Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
 
 SIGNATURES
  OSTEOLOGIX, INC.Date: May 17, 2010
    By:
    /s/ Philip J. YoungName:
    Philip J. YoungTitle:
    President and Chief Executive OfficerDate: May 17, 2010
    By:
    /s/ Philip J. YoungName:
    Philip J. YoungTitle:
    Principal Financial and Accounting Officer  Page 23




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial and Accounting
Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).32.2
    
    
    Certification of Principal Financial and Accounting
Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
  Page 24