##### 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 June 30, 2008
 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
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 o þ




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statement of Stockholders Equity and Comprehensive LossCondensed Consolidated Statements of Cash FlowNotes to Condensed Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT INDEXExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 
 PART I  FINANCIAL INFORMATION
 
 
 Item 1. Financial Statements
 Osteologix, Inc.
(a development stage company)
 
 
 Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
 June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,412
    
    
    $
    2,872Short-term investments
    
    
    2,656
    
    
    
    1,273Prepaid expenses and other assets
    
    
    166
    
    
    
    191Total current assets
    
    
    6,234
    
    
    
    4,336Equipment, net
    
    
    8
    
    
    
    9Total assets
    
    $
    6,242
    
    
    $
    4,345Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    252
    
    
    $
    1,059Accrued liabilities
    
    
    231
    
    
    
    278Total current liabilities
    
    
    483
    
    
    
    1,337Stockholders EquityPreferred stock, $0.0001 par value, 1,000 shares authorized, none issued or outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value, 100,000 shares authorized, 29,068 and 24,989 shares
issued and outstanding at June 30, 2008 and December 31, 2007, respectively
    
    
    3
    
    
    
    2Additional paid-in-capital
    
    
    26,260
    
    
    
    20,946Accumulated other comprehensive loss
    
    
    (139
    )
    
    
    (132
    )Deficit accumulated during development stage
    
    
    (20,365
    )
    
    
    (17,808
    )Total stockholders equity
    
    
    5,759
    
    
    
    3,008Total liabilities and stockholders equity
    
    $
    6,242
    
    
    $
    4,345
 See accompanying notes to the condensed consolidated financial statements.
  Page 2




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Osteologix, Inc.
(a development stage company)
 
 
 Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
 For the PeriodThree Months Ended
    
    
    Six Months Ended
    
    
    from June 16, 2003June 30,
    
    
    June 30,
    
    
    (Inception) to2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    June 30, 2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    750Operating expenses:Research and development
    
    
    210
    
    
    
    1,845
    
    
    
    882
    
    
    
    3,039
    
    
    
    10,560General and administrative
    
    
    790
    
    
    
    1,286
    
    
    
    1,741
    
    
    
    2,135
    
    
    
    11,183Total operating expenses
    
    
    1,000
    
    
    
    3,131
    
    
    
    2,623
    
    
    
    5,174
    
    
    
    21,743Loss from operations
    
    
    (1,000
    )
    
    
    (3,131
    )
    
    
    (2,623
    )
    
    
    (5,174
    )
    
    
    (20,993
    )Interest income, net
    
    
    38
    
    
    
    70
    
    
    
    66
    
    
    
    144
    
    
    
    628Net loss
    
    $
    (962
    )
    
    $
    (3,061
    )
    
    $
    (2,557
    )
    
    $
    (5,030
    )
    
    $
    (20,365
    )Net loss per share, basic and diluted
    
    $
    (0.03
    )
    
    $
    (0.14
    )
    
    $
    (0.10
    )
    
    $
    (0.23
    )Weighted average number of shares
outstanding basic and diluted
    
    
    28,315
    
    
    
    22,091
    
    
    
    26,663
    
    
    
    21,574
 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 June 30, 2008
(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
    
    
    
    5,150
    
    
    
    
    
    
    
    
    
    
    
    5,151Stock issued in lieu of cash for services
    
    
    49
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    
    
    
    
    
    
    
    
    102Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,557
    )
    
    
    (2,557
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,564
    )Balance at June 30, 2008
    
    
    29,068
    
    
    $
    3
    
    
    $
    26,260
    
    
    $
    (139
    )
    
    $
    (20,365
    )
    
    $
    5,759
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
 
 
 Condensed Consolidated Statements of Cash Flow
(in thousands, except per share amounts)
(Unaudited)
 For the PeriodFor the Six Months Ended
    
    
    From June 16, 2003June 30,
    
    
    (Inception) to2008
    
    
    2007
    
    
    June 30, 2008Operating activitiesNet loss
    
    $
    (2,557
    )
    
    $
    (5,030
    )
    
    $
    (20,365
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation
    
    
    1
    
    
    
    2
    
    
    
    20Loss on disposal of equipment
    
    
    
    
    
    
    2
    
    
    
    2Issuance of stock in lieu of cash for services
    
    
    62
    
    
    
    69
    
    
    
    232Stock based compensation
    
    
    102
    
    
    
    89
    
    
    
    794Changes in operating assets and liabilities:Prepaid expenses and other current assets
    
    
    25
    
    
    
    124
    
    
    
    (166
    )Accounts payable
    
    
    (807
    )
    
    
    1,348
    
    
    
    252Accrued liabilities
    
    
    (47
    )
    
    
    422
    
    
    
    231Net cash used in operating activities
    
    
    (3,221
    )
    
    
    (2,974
    )
    
    
    (19,000
    )Investing activitiesPurchase of short-term investments
    
    
    (2,658
    )
    
    
    (4,273
    )
    
    
    (16,078
    )Sales and maturities of short-term investments
    
    
    1,273
    
    
    
    4,435
    
    
    
    13,420Purchase of equipment
    
    
    
    
    
    
    
    
    
    
    (30
    )Net cash (used in) provided by investing activities
    
    
    (1,385
    )
    
    
    162
    
    
    
    (2,688
    )Financing activities -Net proceeds from issuance of common stock
    
    
    5,151
    
    
    
    4,970
    
    
    
    25,237Effect of exchange rates on cash and cash equivalents
    
    
    (5
    )
    
    
    (29
    )
    
    
    (137
    )Net increase in cash and cash equivalents
    
    
    540
    
    
    
    2,129
    
    
    
    3,412Cash and cash equivalents at beginning of period
    
    
    2,872
    
    
    
    481
    
    
    
    Cash and cash equivalents at end of period
    
    $
    3,412
    
    
    $
    2,610
    
    
    $
    3,412
 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
June 30, 2008 (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
   Page 6




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2. Cash Equivalents and Short-Term Investments
   3. Stock-Based Compensation
     4. Net Loss Per Share
   Page 7




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5. Recent Accounting Pronouncements
 Pronouncement Issued and Adopted by the Company
 Fair Value Measurements
  
    
    Level 1  observable inputs such as quoted prices in active markets.
 
    
    Level 2  inputs other than quoted prices in active markets that are observable
either directly or indirectly through corroboration with observable market data.
 
    
    Level 3  unobservable inputs in which there is little or no market data, which
would require the Company to develop its own assumptions.
  Pronouncement Issued and Not Yet Adopted by the Company
 The
Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles 
 6. Common Stock
   Page 8




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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 9




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Critical Accounting Policies and Use of Estimates
  Recently Adopted or Issued Accounting Pronouncements
 Fair Value
Measurements,
 Recent Developments
   Three and Six Months Ended June 30, 2008 Compared to Three and Six Months Ended June 30, 2007
 Revenues
   Page 10




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Research and Development Expenses
   Three Months Ended June 30,
    
    
    Decrease from Period in Prior Year2008
    
    
    2007
    
    
    Dollars
    
    
    Percent$
    210,000
    
    
    $
    1,845,000
    
    
    $
    (1,635,000
    )
    
    - 89
    %
   Six Months Ended June 30,
    
    
    Decrease from Period in Prior Year2008
    
    
    2007
    
    
    Dollars
    
    
    Percent$
    882,000
    
    
    $
    3,039,000
    
    
    $
    (2,157,000
    )
    
    -71
    %
   General and Administrative Expenses
   Three Months Ended June 30,
    
    
    Decrease from Period in Prior Year2008
    
    
    2007
    
    
    Dollars
    
    
    Percent$
    790,000
    
    
    $
    1,286,000
    
    
    $
    (496,000
    )
    
    -39
    %
   Page 11




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Six Months Ended June 30,
    
    
    Decrease from Period in Prior Year2008
    
    
    2007
    
    
    Dollars
    
    
    Percent$
    1,741,000
    
    
    $
    2,135,000
    
    
    $
    (394,000
    )
    
    -18
    %
   Interest Income
  LIQUIDITY AND CAPITAL RESOURCES
   June 30,
    
    
    December 31,2008
    
    
    2007Cash, cash equivalents and short-term investments
    
    $
    6,068,000
    
    
    $
    4,145,000Working capital
    
    
    5,751,000
    
    
    
    2,999,000
    Page 12




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PLAN OF OPERATION
    
    
    the requirements of regulatory agencies;
 
    
    our ability to establish collaborative relationships and the terms of these relationships;
 
    
    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.
   Page 13




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Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls
  
 
 PART II  OTHER INFORMATION
 
 
 Item 1. Legal Proceedings.
  
 
 Item 1A. Risk Factors.
 We expect to need additional financing in the
near term and may be unable..., If we fail to protect our intellectual property rights... If we
infringe the rights of third parties... We rely on key executive officers and scientific and
medical advisors...
 Risks Related to Our Financial Condition
 We expect to 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;
  Page 14




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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.
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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.
   The strontium salt that is approved for treating osteoporosis in Europe has exhibited a new
potential side effect not seen in clinical trials.
 ®
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Delays in patient enrollment for clinical trials could increase costs and delay regulatory
approvals.
   Physicians and patients may not accept and use our drugs.
  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.
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Competition for qualified personnel is intense in our industry, and we may not be able to recruit
and retain qualified personnel.
  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.
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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.
   We may be exposed to liability claims associated with using hazardous materials and chemicals.
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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 key executive officers 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.
  The concentrated ownership of our common stock may have the effect of delaying or preventing
mergers, acquisitions or other significant corporate transactions.
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We cannot assure you that the common stock will become liquid or that it will become listed on a
securities exchange.
  There may be issuances of shares of preferred stock in the future.
  Our common stock is considered a penny stock.
  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.
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Item 3. Defaults Upon Senior Securities.
  
 
 Item 4. Submission of Matters to a Vote of Security Holders
  1.
    
    The seven nominees to the Companys board of directors were elected with the following votes
cast for each nominee:
 Affirmative
    
    
    WithheldVotes
    
    
    VotesJeremy Curnock Cook
    
    
    15,773,301
    
    
    
    Christian Hansen
    
    
    15,773,301
    
    
    
    Klaus Eldrup-Jørgensen
    
    
    15,773,301
    
    
    
    Bobby W. Sandage, Jr.
    
    
    15,773,301
    
    
    
    Florian Schönharting
    
    
    15,773,301
    
    
    
    Christopher B. Wood
    
    
    15,773,301
    
    
    
    Philip J. Young
    
    
    15,773,301
    
    
    
    
 2.
    
    A proposal to ratify the selection of Weinberg & Company,
P.A. as our independent registered public accounting firm
for the fiscal year ending December 31, 2007 was approved
with 15,773,301 affirmative votes, no negative votes, and
no abstentions.
 
 
 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 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 Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).
  Page 23




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##### Table of Contents



SIGNATURES
  OSTEOLOGIX, INC.Date: August 14, 2008By:
    /s/ Philip J. YoungName:
    Philip J. YoungTitle:
    President and Chief Executive OfficerDate: August 14, 2008By:
    /s/ Matthew M. LoarName:
    Matthew M. LoarTitle:
    Principal Financial and Accounting Officer  Page 24




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    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 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 Officer Pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).
  Page 25