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~~January 314, ~~2005~~2006

INYX, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-83152	~~333~~75-~~83152~~2870720	~~75-2870720~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
	825 Third Avenue, 40th Floor, New York, NY 10022
of incorporation)	File Number)	Identification No.)

825 Third Avenue, 40^th Floor, New York, NY 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 838-1111

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 (see General Instruction A.2. below):

£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 Definitive Material Agreement

On August 31, 2005, Inyx, Inc. (the “Company”) announced the completion by its wholly-owned subsidiary, Inyx Europe Limited (“Inyx Europe”), a corporation formed under the laws of England and Wales, of the purchase all of the outstanding ordinary shares (the “Shares”) of Celltech Manufacturing Services Limited (“Celltech”), pursuant to an Agreement for the Sale and Purchase of the entire Issued Share Capital of Celltech Manufacturing Services Limited (the “Share Purchase Agreement”), dated August 25, 2005 by and among the Company, UCB Pharma Limited (“UCB”) and Inyx Europe. A copy of the Share Purchase Agreement is filed as Exhibit 2.1 hereto.

After the purchase, Celltech will become known as Ashton Pharmaceuticals, Limited (“Ashton”) and will be a wholly-owned subsidiary of Inyx Europe. Ashton has over 50 years of experience in pharmaceutical development and manufacturing, and today produces a portfolio of branded and non-branded products for UCB and a number of third parties. Celltech operates a 152,000-square foot cGMP (current Good Manufacturing Practice) plant on a 7.3-acre site in Ashton, near Manchester, England and is close to Inyx Pharma Limited’s (a Company subsidiary) U.K. plant in Runcorn, Cheshire. The Celltech facility is approved to produce pharmaceuticals, including solid dose, sterile and dry powder inhaler products, for the United Kingdom, Europe and Asia. Celltech currently has approximately 300 employees at the Ashton site.

A description of the Share Purchase Agreement was previously filed with the SEC on a Form 8-K on August 29, 2005. A copy of the press release regarding the closing of the transaction is filed as Exhibit 99.1 hereto.

The Share Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Celltech. The Share Purchase Agreement contains representations and warranties each of the Company and Celltech made to the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Share Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and/or creates exceptions to the representations and warranties set forth in the Share Purchase Agreement. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

Agreements with Westernbank Puerto Rico

In connection with the closing of the transaction, Inyx Europe and Ashton entered into a Loan and Security Agreement, dated August 30, 2005 (the “Loan Agreement”), with Westernbank Puerto Rico (“Westernbank”). Westernbank provided Ashton a revolving credit line of up to $US 11,700,000 (the “Revolving Loan”) and term loans to Inyx Europe in the aggregate amount of $US 24,800,000, pursuant to four promissory notes, each dated August 30, 2005 (the “Term Notes,” and together with the Revolving Loan, the “Loans”). All of the Term Notes mature on March 31, 2008. Three of the Term Notes bear interest at the Prime Rate + 2%. The fourth Term Note bears interest at the rate of 15% per annum and is subject to mandatory prepayments beginning January 1, 2006, which payments will be equal to the greater of (1) 50% of Inyx Europe’s and Ashton’s “Excess Cash Flow” or (2) the average amount of their “Excess Availability” (as each such term is defined in the Loan Agreement). Payment of the amounts due under the Term Notes accelerates upon the occurrence of an Event of Default (as defined in the Loan Agreement). A copy of the Loan Agreement is filed as Exhibit 10.1 hereto. Copies of the Term Notes are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 hereto.

The Loans are secured by all of the assets of the Company and its subsidiaries, and of Inyx Europe and Ashton, and are guaranteed by those parties pursuant to Guarantor General Security Agreements (the “Security Agreements"). In addition, the Company has pledged the stock of Inyx Europe, and Inyx Europe has pledged the stock of Ashton to Western bank, as part of the collateral for the Loans, in each case pursuant to a Pledge and Security Agreement (the “Pledge Agreements”). The Security Agreement is filed as Exhibit 10.6 hereto and the Pledge Agreement is filed as Exhibit 10.7 hereto.

Manufacturing and Services Agreements

In connection with the Share Purchase Agreement, the Company, UCB and Ashton entered into a Long Term Services Agreement and a Contract Manufacture Agreement, pursuant to which, among other things (1) Ashton will provide certain product support services to UCB, and (2) Ashton will manufacture certain product support products for UCB. Copies of the Long Term Services Agreement and the Contract Manufacture Agreement are filed as Exhibits 10.8 and 10.9 hereto.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure in the first paragraph of Item 1.01 is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 1.01 under the heading “Agreements with Westernbank Puerto Rico” is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

~~The~~On ~~press release filed as Exhibit 99.1 hereto is being furnished~~ January 4, ~~and shall not be deemed to be “filed”~~2006, ~~with~~Registrant ~~the~~issued ~~SEC.~~a ~~Such~~press ~~exhibit~~release ~~shall~~disclosing ~~not be incorporated by reference~~the ~~into~~ commencement ~~any filing~~ of ~~the~~operations ~~Registrant~~by ~~with~~its ~~the~~Exaeris ~~SEC,~~Inc. ~~whether~~subsidiary ~~made~~and ~~before or after~~ the ~~date~~ ~~hereof,~~appointment ~~regardless~~ of Stephen ~~any~~Beckman ~~general~~as ~~incorporation~~President ~~language~~of inthat ~~such filings~~subsidiary.

The press release is contained in Exhibit 99.1 hereto, which is being furnished, and shall not be deemed to be “filed”, with the SEC. The exhibit shall not be incorporated by reference into any filing of the Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item 9.01. Financial Exhibits, Pro Forma Financial Information and Exhibits.

*299.1 Press Release Agreement for the Sale and Purchase of the entire Issued Share Capital of Celltech Manufacturing Services Limited, dated August 25, 2005, by and among UCB Pharma Limited, Inyx Europe Limited and Inyx, Inc.

10.1 Loan and Security Agreement, dated August 30, 2005, by and among Westernbank Puerto Rico (Business Credit Division), Inyx Europe Limited and Celltech Manufacturing Services Limited

10.2 Term Promissory Note (Term Loan A), dated August 30, 2005

10.3 Term Promissory Note (Term Loan B), dated August 30, 2005

10.4 Term Promissory Note (Term Loan C), dated August 30, 2005

10.5 Term Promissory Note (Term Loan D), dated August 30, 2005

10.6 Guarantor General Security Agreement, dated August 30, 2005 and effective as of August 31, 2005, by and among Inyx, Inc., Inyx USA, Ltd., Inyx Pharma Limited and Westernbank Puerto Rico

10.7 Mortgage of Shares Agreement, dated August 30, 2005, by and between Inyx, Inc. and Westernbank Puerto Rico

*10.8 Long Term Services Agreement, dated August 25, 2005 and effective as of August 31, 2005, by and among Inyx, Inc., UCB Pharma Limited and Celltech Manufacturing Services Limited, Inc.

*10.9 Contract Manufacture Agreement, dated August 25, 2005 and effective as of August 31, 2005, by and among Inyx, Inc., UCB Pharma Limited and Celltech Manufacturing Services Limited, Inc.

99.1 Press Release dated August 31, 2005

* - Confidentiality has been requested with respect to certain provisions of this agreement.

Safe Harbor

Statements about the Company’s future expectations and all other statements in this Current Report on Form 8-K, other than historical facts, are “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby.

The above information contains information relating to the Company that is based on the beliefs of the Company and/or its management as well as assumptions made by, and information currently available to, the Company or its management. When used in this document, the words “anticipate,”“estimate,”“expect," “intend,”“plans,”“projects,” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services and pricing and general economic risks and uncertainties.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INYX, INC.
Date: September 7, 2005	By:	/s/ Jack Kachkar
		Jack Kachkar, Chairman and CEO


	INYX, INC.

	By:	/s/ Jack Kachkar
		Jack Kachkar, Chairman and Chief Executive Officer

Dated: January 9, 2006

INDEX TO EXHIBITS

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