UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
(Amendment No. 2)

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2010

¨ 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: 000-28347

ONCOVISTA INNOVATIVE THERAPIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
33-0881303
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 

14785 Omicron Drive
Suite 104
San Antonio, Texas 78245
(Address of principal executive offices)

(210) 677-6000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer ¨ 
Non-accelerated filer  ¨  
Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act ) .   Yes ¨ No x

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 2,149,675   shares of common stock with a par value of $.001 outstanding as of November 5, 2010.

 
 

 

EXPLANATORY NOTE
 
This Amendment No. 2 on Form 10-Q/A (“Amendment No. 2”) to the Quarterly Report on Form 10-Q of OncoVista Innovative Therapies, Inc. (the “Company”) for the quarterly period ended September 30, 2010 (the “Original Quarterly Report”), and which was subsequently amended by Amendment No. 1 (“Amendment No. 1”), is being filed for the sole purpose of adding several additional schedules and exhibits to the agreement filed as Exhibit 10.1 with the Original Quarterly Report and Amendment No. 1. The agreement filed as Exhibit 10.1 to the Amendment No. 1 was too large to be accepted as a single filing and necessitated that Exhibit 10.1, and all schedules and exhibits thereto, be broken up and filed as two separate amendments. The additional schedules and exhibits to Exhibit 10.1 filed with this Amendment No. 2 should be read in conjunction with, and do not replace, the schedules and exhibits to Exhibit 10.1 found in the Amendment No. 1.
 
As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 2. Other than the changes set forth herein, no other information contained in the Original Quarterly Report or Amendment No. 1 is amended hereby. This Amendment No. 2 does not modify or update disclosures in the Original Quarterly Report. Furthermore, except for the matters described above, this Amendment No. 2 does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Quarterly Report. This Amendment supplements, and does not replace, the Original Quarterly Report and Amendment No. 1, and therefore should be read in conjunction with the Original Quarterly Report and Amendment No. 1
 
ITEM 6 – EXHIBITS

Exhibits:

Exhibit No.
 
Description
10.1.B*
 
Stock Purchase Agreement with Alere Holdings Bermuda Limited Canon’s Court, dated October 28, 2010
     
31.1
 
Certification of Chief Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*
The Company has requested confidential treatment for certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 
 

 

SIGNATURES

           Pursuant to the requirements of Section 13 or 15 (d) 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.

ONCOVISTA INNOVATIVE THERAPIES, INC.
   
/s/ Alexander L. Weis   
Alexander L. Weis, Ph.D.
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
   
Date:  December 22, 2010
 

 
 

 
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