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                                  UNITED STATES
                       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): May 19, 2005




                                 OCCULOGIX, INC.
             (Exact name of Registrant as specified in its Charter)


         Delaware                        000 51030             59-343-4771
(State or other Jurisdiction)           (Commission           (IRS Employer
     of Incorporation)                   File Number)       Identification No.)


                     2600 Skymark Avenue, Unit 9, Suite 201
                          Mississauga, Ontario L4W 5B2
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (905) 602-0887

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))

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<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Company entered into a settlement agreement, dated as of May 20, 2005, with
Dr. David Craig Eldridge, O.D. and David C. Eldridge O.D., P.C. ("Eldridge
P.C."), Dr. Eldridge's professional corporation. Dr. Eldridge is currently the
Company's Vice President, Science and Technology. Under the terms of the
settlement agreement, the Company will pay $48,000 to Eldridge P.C. in
settlement of a dispute between Dr. Eldridge and the Company relating to the
equity portion of consideration payable by Vascular Sciences Corporation (now
the Company) to Dr. Eldridge under a consulting agreement.

The Company entered into an employment agreement, dated as of April 1, 2005,
with John Cornish. Mr. Cornish will continue to serve the Company in the
position of Vice President, Operations for an indefinite period of time. During
that time, he will devote 80% of his working time to promote the interests of
the Company. Mr. Cornish's compensation will consist of a gross salary of
$106,450 per annum, an annual performance-based bonus up to 25% of his gross
salary and stock options issued at the discretion of the Board.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

On May 19, 2005, the Company issued a press release announcing the appointment
of John Y. Caloz, age 52, as the Company's Chief Financial Officer and
Treasurer, which appointment will be effective June 1, 2005. Mr. Caloz will
succeed William G. Dumencu who will remain with the Company as VP, Finance.

Pursuant to the terms of his employment agreement with the Company, dated as of
May 18, 2005, Mr. Caloz will serve the Company in the position of Chief
Financial Officer and Treasurer for an indefinite term beginning on June 1,
2005. Mr. Caloz's compensation will consist of a gross salary of $240,000 per
annum, annual bonus remuneration in the amount of 50% of his gross salary based
upon attainment of performance criteria (with a guaranteed minimum bonus payment
in the first year of employment of 20% of his annual gross salary, pro rated to
the effective date of his appointment), time-based options under the Company's
2002 Stock Option Plan to purchase 100,000 common shares and performance-based
options under the Company's 2002 Stock Option Plan to purchase 62,500 common
shares.

ITEM 9.01 Exhibits

(c) Exhibits

99.1  Press Release of OccuLogix, Inc. dated May 19, 2005.

<PAGE>

                                      -3-

                                    SIGNATURE

      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 hereunto duly authorized.


                                        OCCULOGIX, INC.

Date:  May 20, 2005
                                        By: /s/Stephen Kilmer
                                            ---------------------------------
                                            Stephen Kilmer
                                            Vice President, Corporate Affairs
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                                  UNITED STATES
                       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): May 19, 2005

                                 OCCULOGIX, INC.
             (Exact name of Registrant as specified in its Charter)

         Delaware                        000 51030             59-343-4771
(State or other Jurisdiction)           (Commission           (IRS Employer
     of Incorporation)                   File Number)       Identification No.)

                     2600 Skymark Avenue, Unit 9, Suite 201
                          Mississauga, Ontario L4W 5B2
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (905) 602-0887

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

The Company entered into a settlement agreement, dated as of May 20, 2005, with
Dr. David Craig Eldridge, O.D. and David C. Eldridge O.D., P.C. ("Eldridge
P.C."), Dr. Eldridge's professional corporation. Dr. Eldridge is currently the
Company's Vice President, Science and Technology. Under the terms of the
settlement agreement, the Company will pay $48,000 to Eldridge P.C. in
settlement of a dispute between Dr. Eldridge and the Company relating to the
equity portion of consideration payable by Vascular Sciences Corporation (now
the Company) to Dr. Eldridge under a consulting agreement.

The Company entered into an employment agreement, dated as of April 1, 2005,
with John Cornish. Mr. Cornish will continue to serve the Company in the
position of Vice President, Operations for an indefinite period of time. During
that time, he will devote 80% of his working time to promote the interests of
the Company. Mr. Cornish's compensation will consist of a gross salary of
$106,450 per annum, an annual performance-based bonus up to 25% of his gross
salary and stock options issued at the discretion of the Board.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

On May 19, 2005, the Company issued a press release announcing the appointment
of John Y. Caloz, age 52, as the Company's Chief Financial Officer and
Treasurer, which appointment will be effective June 1, 2005. Mr. Caloz will
succeed William G. Dumencu who will remain with the Company as VP, Finance.

Pursuant to the terms of his employment agreement with the Company, dated as of
May 18, 2005, Mr. Caloz will serve the Company in the position of Chief
Financial Officer and Treasurer for an indefinite term beginning on June 1,
2005. Mr. Caloz's compensation will consist of a gross salary of $240,000 per
annum, annual bonus remuneration in the amount of 50% of his gross salary based
upon attainment of performance criteria (with a guaranteed minimum bonus payment
in the first year of employment of 20% of his annual gross salary, pro rated to
the effective date of his appointment), time-based options under the Company's
2002 Stock Option Plan to purchase 100,000 common shares and performance-based
options under the Company's 2002 Stock Option Plan to purchase 62,500 common
shares.

ITEM 9.01 Exhibits

(c) Exhibits

99.1  Press Release of OccuLogix, Inc. dated May 19, 2005.
-3-

                                    SIGNATURE

      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 hereunto duly authorized.

                                        OCCULOGIX, INC.

Date:  May 20, 2005
                                        By: /s/Stephen Kilmer
                                            ---------------------------------
                                            Stephen Kilmer
                                            Vice President, Corporate Affairs