UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported) November 3,
2010
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ONCOVISTA INNOVATIVE THERAPIES,
INC.
(Exact
name of registrant as specified in its chapter)
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Nevada
(State
or other jurisdiction
of
incorporation
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000-28347
(Commission
File
Number)
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33-0881303
(IRS
Employer
Identification
No.)
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14785 Omicron Drive, Suite 104
San Antonio, Texas
(Address
of principal executive offices)
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78245
(Zip
Code)
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(210) 677-6000
Registrant's
telephone number, including area code
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N/A
(Former
name or former address, if changed since last
report)
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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))
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
November 2, 2010, OncoVista Innovative Therapies, Inc. (the “Company”) entered
into a Stock Purchase Agreement with Alere Holdings Bermuda Limited Canon’s
Court (“Alere Holdings”), whereby the Company sold all of its shares,
representing approximately 78.01% of the total issued and outstanding shares, of
its majority-owned German operating subsidiary AdnaGen AG
(“AdnaGen”). Under the terms of the Stock Purchase Agreement, the
Company and the other AdnaGen shareholders agreed to sell their respective
shares of AdnaGen, and all AdnaGen related business assets, to Alere Holdings in
consideration of: (i) a $10,000,000 up-front; (ii) $10,000,000 in
potential milestone payments contingent upon the achievement of various balance
sheet objectives within 24 months; and (iii) up to $63,000,000 in potential
milestone payments contingent upon the achievement of various clinical,
regulatory and sales objectives within 36 months (collectively, the
“Consideration”). The Company is entitled to receive its pro rata
portion of approximately 78.01% of all Consideration.
The
disclosure under Item 2.01 of this Report is also responsive to Item 1.01 and is
incorporated herein by this reference. There is no material
relationship between the Company or its affiliates and any of the parties, other
than with respect to the Stock Purchase Agreement.
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
In
conjunction with the completion of the sale of AdnaGen described in Item 1.01
above, the Company disposed of all of the outstanding assets and liabilities of
AdnaGen, a company specializing in the manufacture of cancer diagnostic kits, in
exchange for the Consideration. The disclosure under Item 1.01 of
this Report is also responsive to Item 2.01 and is incorporated herein by this
reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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Dated:
November 3, 2010
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ONCOVISTA
INNOVATIVE THERAPIES, INC.,
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a
Nevada corporation
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By:
Alexander L. Weis, Ph.D.
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Its:
Chief Executive Officer
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