UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report: ~~January 26, 2010~~ (Date of earliest event reported): ~~January~~June 2011, 2010 (June 9, 2010)

~~OSTEOLOGIX~~Osteologix, ~~INC~~Inc. ~~(Exact name of registrant as specified in its charter)~~

Delaware		333-112754		32-0104570
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

4415 Cox Road,Glen Allen, Virginia	23060
Delaware	333-112754	32-0104570
(Address of Principal Executive Offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4415 Cox Road Glen Allen, Virginia		23060

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 747-6027

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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

~~Section~~On June 19, ~~–Registrant~~2010, Osteologix, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Nordic Biotech Opportunity Fund K/S, an affiliate of Nordic Biotech K/S, the Company’s ~~Business~~largest shareholder (collectively, “Nordic”) for the issuance and ~~Operations~~sale (the “Offering”) of 1,494,532 shares of common stock (the “Shares”) for an aggregate purchase price of $750,000, or approximately $0.5018 per share, the 10-day volume weighted average closing price of the Company’s common stock as of the end of trading on June 8, 2010. The Offering was completed on June 11, 2010.

~~Item~~The ~~1.01~~terms ~~Entry~~and ~~into~~conditions of the Offering were approved by a ~~Material~~special ~~Definitive~~committee ~~Agreement~~comprised of three independent directors which was formed by the Board in connection with the Offering.

The ~~information~~Offering ~~set~~is ~~forth~~exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under ~~Item~~Section ~~5.02~~4(2) ~~below~~the Securities isAct ~~incorporated~~of ~~herein~~1933, byas ~~reference~~amended (the “Act”), and Regulation D under the Act. The Shares were offered only to accredited investors and no underwriters were involved in the Offering.

~~Section~~In connection with the Offering, the Company entered into a registration rights agreement dated as of June 59, —2010, ~~Corporate~~with ~~Governance~~Nordic (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Nordic has the right at any time after six months after the closing date of the Offering to cause the Company prepare and ~~Management~~file a registration statement covering the resale of the shares of common stock purchased by Nordic, subject to certain limitations. The Company also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of any selling holder) incident to the Company’s obligations under the Registration Rights Agreement.

~~Item~~The ~~5.02~~foregoing ~~Departure~~description of ~~Directors~~the orOffering ~~Certain~~is ~~Officers;~~only ~~Election~~a ofsummary ~~Directors;~~and ~~Appointment~~is ofqualified ~~Certain~~in ~~Officers;~~its ~~Compensatory~~entirety ~~Arrangements~~by reference to the Purchase Agreement and the Registration Rights Agreement, copies of ~~Certain~~which ~~Officers~~are filed as exhibits to this Current Report on Form 8-K.

OnThe ~~January 20,~~securities ~~2010,~~sold ~~the~~and ~~Board~~issued ofin ~~Directors~~connection (with the ~~“Board”)~~ ofPurchase ~~Osteologix,~~Agreement ~~Inc.~~have ~~(the “Company”),~~not ~~based~~been ~~upon the~~registered ~~approval~~under ~~and recommendation of~~ the ~~Board’s~~Act ~~Compensation~~or ~~Committee~~any ~~(the “Committee”),~~state ~~approved~~securities anlaws ~~increase~~and tomay ~~Phillip J. Young’s~~not ~~maximum~~be ~~potential~~offered ~~annual~~or ~~performance~~sold ~~bonus~~in ~~for~~ the ~~fiscal~~United ~~year ended December 31, 2010 to 50% of Mr. Young’s~~States ~~2010~~absent ~~base~~registration ~~salary,~~with ~~which~~the ~~base~~SEC ~~salary~~or ~~was~~an ~~increased~~applicable byexemption from the ~~Board~~registration ~~to $390,000~~requirements.

~~Second, the Board, based upon the approval and recommendation of the Committee, granted an incentive stock option to Mr.~~Item ~~Young~~3.02 ~~exercisable~~Unregistered ~~for~~Sales ~~250,000 shares~~ of ~~the Company’s common stock (“Common Stock”) under the Company’s 2006~~ Equity Incentive Plan (the “Plan”) and pursuant to the standard form of Stock Option Agreement under the Plan (“Standard Stock Option Agreement”), which form was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-KSB filed by the Company with the Securities ~~and Exchange Commission on March 27, 2007. The option granted to Mr. Young has~~ a term of 10 years and a vesting commencement date of January 1, 2010. The shares of Common Stock subject to such option will vest as to 1/48th of the shares on a monthly basis such that the option is 100% vested as of January 1, 2014, assuming that Mr. Young continues to remain an employee of the Company. The exercise price per share of Mr. Young’s option is $0.71 per share, the closing sales price of the Company’s Common Stock on the OTC Bulletin Board on the last business day before the grant.

~~Third,~~The ~~the~~information ~~Board,~~called based upon the approval and recommendation of the Committee, granted a stock option to John M. Barberich, a non-employee director who joined the Board on December 29, 2009 and was appointed Chairman of the Board on the same date, exercisable for ~~100,000 shares~~by ofthis ~~the~~item Common Stock under the Plan and pursuant to the Standard Stock Option Agreement. The option granted to Mr. Barberich has a term of 10 years and a vesting commencement date of December 29, 2009. The shares of Common Stock subject to such option will vest as to 1/48th of the shares on a monthly basis such that the option is ~~100%~~contained ~~vested as of December 29, 2013, assuming that Mr. Barberich continues to remain~~ in ~~service~~ ~~to the Company. The exercise price per share of Mr.~~Item ~~Barberich’s option is $0~~1.~~71 per share~~01, ~~the~~which ~~closing~~is ~~sales price~~incorporated ofherein ~~the Company’s Common Stock on the OTC Bulletin Board on the last business day before the grant~~by reference.

~~Fourth, the Board, based upon the approval and recommendation of the Committee, granted a stock option to certain of the Company’s non-employee directors (Jeremy~~Item C9.01 ~~Cook,~~Financial ~~Klaus~~Statements ~~Eldrup-Jorgensen~~ and ~~Bobby W. Sandage, Jr.) under the~~Exhibits Plan and pursuant to the Standard Stock Option Agreement. Each option is exercisable for 40,000 shares of Common Stock. Each of these options has a term of 10 years and a vesting commencement date of January 1, 2010. The shares of Common Stock subject to each option will vest as to 1/48th of the shares on a monthly basis such that the options are 100% vested as of January 1, 2014, assuming such directors continue to remain in service to the Company. The exercise price per share for each option is $0.71 per share, the closing sales price of the Company’s Common Stock on the OTC Bulletin Board on the last business day before the grant.

Fifth, the Board, based upon the approval and recommendation of the Committee, adopted a policy whereby each new non-employee members of the Board will automatically receive an option exercisable for 100,000(d) ~~shares of Common Stock~~Exhibits under the Plan upon commencement of such director’s service on the Board, with an exercise price equal to the closing price of the Company’s Common Stock on the last business day before the date of grant, and that each such option shall have a term of 10 years and the shares of Common Stock subject to such option shall vest at as to 1/48th of the shares on a monthly basis commencing on the date of grant and continuing so long as such director continues to serve as a member on the Board.

Finally, the Board appointed John M. Barberich as the Chairman of the Audit Committee and as a member of the Compensation Committee.


	10.1			Securities Purchase Agreement dated June 9, 2010, by and between Osteologix, Inc. and Nordic Biotech Opportunity Fund K/S.

	10.2			Registration Rights Agreement entered into on June 9, 2010, by and between Osteologix, Inc. and Nordic Biotech Opportunity Fund K/S.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OSTEOLOGIX, INC. By: /s/ Philip J. Young Philip J. Young President and Chief Executive Officer

ByDate: ~~/s/ Phillip J. Young~~ ~~Phillip~~June 11, ~~J. Young~~2010 ~~Chief Executive Officer~~

~~Date: January 26, 2010~~3

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