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     We have exclusive rights to commercialize the RHEO System for ophthalmic uses in North America and the Caribbean. Although Rheopheresis for Dry AMDselective removal of molecules from plasma received CE Mark approval for commercial use in Europe in 1998, we do not have rights to commercialize the RHEO System in Europe. Upon receiving Health Protection BranchCanada approval for the components of the RHEO System in Canada in 2003 for use in the treatment of patients suffering from dysproteinemia, an abnormality in protein content of the blood, due, for example, to abnormal plasma viscosity and/or macular disease, we began limited commercialization of ourthe RHEO System through sales of OctoNova pumps and disposable treatment sets to twothree clinics in Canada. We believe that as of November 2004, approximately 142 patients in Canada have been treated with the RHEO System. In September 2004, we signed an agreement with Rheo Therapeutics Inc., an independenta private Canadian company, which has agreed to purchase approximately 8,000 treatment sets, and an estimated 20 OctoNova pumps by the end of 2005, with an option to purchase up to an additional 2,000 treatment sets, and an estimated 20 OctoNova pumps by the end of 2005.subject to availability. We believe that Rheo Therapeutics plans to open a number of commercial treatment centers in various Canadian cities where RHEO Therapy will be performed. Dr. Jeffrey Machat, who is an investor in and one of the directors of Rheo Therapeutics, was a co-founder and former director of TLC Vision.

Relationship with TLC Vision

TLC Vision, after this offering, will beneficially own approximately 52.2% of our outstanding common stock, or 48.9% on a fully diluted basis. Elias Vamvakas, the Chairman and former CEO of TLC Vision, became our Chairman in 2003 and is now also our CEO. In addition, two of our other directors, Thomas N. Davidson and Richard L. Lindstrom, are also directors of TLC Vision. These three directors constitute the majority of our board. Mr. Vamvakas beneficially owns 3,527,047 common shares of TLC Vision, representing approximately 5.1% of TLC Vision’s outstanding shares. As of April 29, 2004, Mr. Davidson beneficially owned 54,827 common shares of TLC Vision, and Dr. Lindstrom beneficially owned 38,500 common shares of TLC Vision. Stephen Kilmer, our Vice President, Corporate Affairs, currently holds options to purchase 2,888 shares of TLC Vision that expire on November 30, 2004 with an exercise price of Cdn$13.69, options to purchase 1,750 shares that are exercisable or will become exercisable on December 1, 2004 at an exercise price of Cdn$4.09 for 875 shares and Cdn$4.04 for the remaining 875 shares, options to purchase 3,750 shares which will become exercisable on December 15, 2004 with an exercise price of Cdn $7.95 and options to purchase 2,500 shares which will become exercisable on January 2, 2005 with an exercise price of Cdn$1.82. Mr. Kilmer is currently providing investor relations services to TLC Vision.

Prior to this offering, we carried on our business directly and indirectly through OccuLogix, L.P., a Delaware limited partnership, beneficially owned 50% by us and 50% by TLC Vision. Prior to this offering, we will acquire TLC Vision’s 50% interest in OccuLogix, L.P. in exchange for which we will issue 19,070,233 shares of our common stock to TLC Vision.

A subsidiary of TLC Vision, RHEO Clinic Inc., is one of our three current customers in Canada.

Dr. Jeffrey Machat, a co-founder of TLC Vision, served as a director of TLC Vision from 1993 to 1999. From 1993 to 2001, Dr. Machat served as a Co-National Medical Director of TLC Vision. Dr. Machat is an independent contractor to TLC Vision York Mills Centre and pays the Centre a per-procedure facility fee for using the Centre to perform LASIK on his patients. Based on public filings, we believe that Dr. Machat is a shareholder of TLC Vision but does not own more than 5% of the shares of TLC Vision. We have been advised that Dr. Machat is a co-founder, shareholder, one of its three directors and serves as Rheo Therapeutics’ National Medical Director. We have recently signed an agreement to provide the RHEO System in Canada to Rheo Therapeutics.

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Overview of AMD

     AMD is a chronic, progressive disease of the macula, or the central part of the retina, that results in the loss of central vision, and cannot be corrected by refractive means, such as glasses, contact lenses or laser eye surgery. Dry AMD is characterized by a gradual decrease of visual acuity, pigment abnormalities on the macula and the build-up of protein and lipid deposits, called drusen. This build-up of drusen affects the microcirculation in the eye. Research suggests that the retinal cells, overwhelmed by the lack of oxygen and nutrients and the build-up of debris, enter into a dysfunctional state. Without treatment, the retinal cells ultimately die and do not regenerate, leading to irreversible vision loss either through the progression of Dry AMD or conversion into Wet AMD, the other form of the disease.

     There is currently no cure for Wet AMD. Retinal specialists may treat the symptoms of Wet AMD using one of a very few FDA-approved therapies currently available, including thermal laser treatment and photodynamic therapy. In addition, there are currently more than 30 therapies being evaluated in U.S. clinical studies for the treatment of Wet AMD. These treatments may slow the progression of the disease, but do not prevent the reoccurrence of abnormal blood vessel growth and do not restore lost vision. The only currently accepted treatment option for persons with advanced cases of Dry AMD is to take over-the-counter vitamins, antioxidants and zinc supplements which can reduce, but do not eliminate, the risk of conversion to Wet AMD. According to the Age Related Eye Disease Report, or AREDS Report, No. 11, vitamins, antioxidants and zinc supplements only reduce the five-year risk of conversion into Wet AMD by up to 25% for Category 3 and Category 4, intermediate-to-late stage, Dry AMD cases. Regardless of the supplement treatments, Dry AMD may ultimately lead to irreversible vision loss, whether or not it converts into Wet AMD.

     We believe that approximately 15 million people in the United States suffer from AMD. According to a ten-year study published inOphthalmology in October 2002, the prevalence of AMD among a select sample of U.S. residents increased sharply with age, from 28.2% among people 65 to 74 years of age to 46.2% among people 75 years and older. A study by Duke University published in 2003 reported that the prevalence of AMD among a selected sample of U.S. residents aged 65 and older was 27% in 1999. According to the U.S. Census Bureau, the number of people in the United States aged 50 or older is approximately 80 million and is expected to increase by approximately 40% over the next two decades. We expect that this increase in the number of elderly people will result in a significant increase in the number of cases of AMD in the United States.

Our Solution

     OurThe RHEO System, which containsconsists of a pump and a disposable treatment set, containing two filters, is designed to filter high molecular weight proteins and other macromolecules from the patient’s plasma and improve microcirculatory function. OurThe RHEO System pumps blood from a large vein in one arm and circulates the blood through a filtration system that separates the whole blood from the plasma. The patient’s plasma is filtered to remove high molecular weight proteins and other macromolecules. The filtered plasma is

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	•	Addresses a large AMD patient population with limited current treatment options. Current Wet AMD treatments are effective only on patients who are newly-diagnosed with Wet AMD, of which there are approximately 200,000 in the United States each year. RHEO Therapy, however, is a treatment for most patients in the Category 3 and the Category 4 Dry AMD population, which, according to the AREDS Report, represents approximately 54% of the total U.S. Dry AMD patients, or currently approximately 8 million people. RHEO Therapy is not appropriate for everyone in the Category 3 and Category 4 Dry AMD population. For example, RHEO Therapy would not be appropriate for potential patients who may have existing ailments that would make it unsafe for them to receive any blood transfusion type procedure.

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	•	Preserves or improves vision of Dry AMD patients. Success in treating AMD is generally measured by the ability to slow or halt progression of the disease. We believe that RHEO Therapy is currently the only Dry AMD therapy that, based on preliminary data, appears to improve vision in some patients. Fifty-eight percent of, or 11 of 19, patients in the MIRA-1 interim analysis who entered the study with worse than legal driving vision improved to meet or exceed the requirements to regain a driver’s license. However, since our MIRA-1 protocol does not require us to follow patients beyond 12 months, we have no data which would allow us to evaluate whether RHEO Therapy is effective on a long-term basis.
	•	Provides a patient-friendly procedure. RHEO Therapy is a form of therapeutic apheresis, a procedure that selectively removes molecules from the plasma. Apheresis has been used safely for more than twenty years in the United States and Europe to treat various diseases including leukemia, rheumatoid arthritis, sickle cell disease and several other medical conditions. Side effects of RHEO Therapy observed in MIRA-1 were all temporary and generally mild, and included drops in blood pressure, abnormal heart rate, nausea, chills and localized bleeding, swelling, pain and numbness in the area of the arms where the needles were inserted. Although RHEO Therapy is a patient-friendly procedure, it is time consuming, with an initial course of RHEO Therapy requiring eight procedures taking between two and four hours each, given over a 10- to 12-week period.
	•	Presents limited barriers to adoption for eye care professionals and health care service providers. We believe that ourthe RHEO System requires lower capital expenditures and less physical space than equipment used in many other procedures performed by eye care professionals, including laser vision correction and cataract surgery. OurThe RHEO System requires no special installation and minimal maintenance expenditures. We believe that RHEO Therapy, which can be administered by a nurse, can be easily integrated into our customers’ workflow and offers an attractive source of additional revenues for facilities and providers. However, our success is dependent upon achieving widespread acceptance of RHEO Therapy among ophthalmologists and optometrists who may be reluctant to accept RHEO Therapy because RHEO Therapy can be performed by health care providers other than eyecare professionals.
	•	Offers a cost-effective procedure. An initial course of RHEO Therapy, consistsconsisting of eight procedures given over a 10- to 12-week period, and is initially expected to cost approximately $16,000.between $16,000 and $25,600. We believe that Medicare and third-party payors will determine that the benefits of RHEO Therapy will justify the cost of reimbursement. We alsoHowever, should Medicare and third-party payors decline to provide coverage of RHEO Therapy or set broad restrictions on patient coverage or on treatment settings in which RHEO Therapy is covered, our potential revenues may be significantly limited, particularly if potential patients deem our treatment to be too expensive. Nonetheless, we believe that to the extent that RHEO Therapy is not reimbursed by the government or private third-party payors, some patients with the economic means to do so will be willing to pay for RHEO Therapy themselves in order to avoid the consequences of uncorrectable impaired vision, including, but not limited to, the inability to drive.

Our Strategy

     Our goal is to establish RHEO Therapy as the leading treatment for Dry AMD in North America. Key elements of our strategy include:

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		management team were leaders in creating market awareness of laser vision

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		correction when it was introduced to the North American market in the 1990s, and, in doing so, were effective in creating relationships with a large number of optometrists and ophthalmologists in the United States.
	•	Establishing third-party reimbursement for RHEO Therapy. We believe that an insurance billing code established by the American Medical Association in January 2003 accurately characterizes the RHEO Therapy procedure. This code identifies therapeutic apheresis with extracorporeal selective adsorption or selective filtration and plasma reinfusion. The procedure for which this billing code currently applies is low density lipid, or LDL, apheresis, which partially filters the “bad” cholesterol from the blood plasma. If and when the FDA grants approval for ourthe RHEO System, we plan on seeking a Medicare National Coverage Determination for RHEO Therapy for specified patients with Dry AMD, with the goal of securing Medicare coverage under the existing procedure code for use in treatment of Dry AMD. Currently, Medicare covers and pays for other FDA-licensed services billed with this code only when performed in a hospital outpatient setting. A proposed payment rate for FDA-licensed services billed with this code when performed in a physician office-based setting has been publishedestablished by the Centers for Medicare and Medicaid Services, or CMS, for public comment. We expect that this new Medicare physician office-based reimbursement policy will go into effecteffective on January 1, 2005 and will apply to services performed on that date and thereafter.2005. If RHEO Therapy is cleared for marketing by the FDA and covered by Medicare for treatment of Dry AMD, we believe that this Medicare physician office-based reimbursement policy will similarly apply for this procedure and will provide a significant positive impact on our revenues. We also plan to assist our customers in securing coverage and appropriate reimbursement for RHEO Therapy from Medicare and private insurers through a dedicated reimbursement group and the provision of detailed supporting documentation.
	•	Securing relationships with key multi-facility health care service providers. To facilitate a rapid rollout of ourthe RHEO System, if and when we receive FDA approval, we are identifying key groups of multi-facility health care service providers, including hospitals, dialysis clinics and ambulatory surgery centers, as well as private practices, which may be future treatment centers for ourthe RHEO System. To date our marketing activities have been limited to identifying to whom we will choose to market if and when we receive FDA approval. We are not currently in negotiations with any U.S. healthcare service providers to supply or license the RHEO System, nor can we pursue any such relationships unless and until we receive FDA approval. In advance of commercialization in the United States, we intend to develop a plan to ensure that there is an adequate supply of trained nurses to support our service provider partners. We currently supply the RHEO System to three customersclinics in Canada, which commercially provide RHEO Therapy to Dry AMD patients with our RHEO System.at the direction of their physician. One of the customers we supply is RHEO Clinic Inc., a subsidiary of TLC Vision. We have recently signed an agreement to provide the RHEO System in Canada to a private company called Rheo Therapeutics Inc. Dr. Machat, who is an investor in and one of the directors of Rheo Therapeutics, was a co-founder and former director of TLC Vision. We intend to leverage the experience of clinics in Canada currently using ourthe RHEO System to assist in training nurses and our service provider partners in advance of FDA approval. We believe that our experience in Canada and the experience of one of our principal stockholders in Germany will allow us to develop best practice guidelines for integrating RHEO Therapy into a clinic setting.
	•	Ensuring sufficient manufacturing capacity and inventory to support our commercialization plan. We intend to work with our manufacturing and supplier partners to ensure that there is sufficient capacity and inventory to support our commercialization plans. In advance of FDA approval, we intend to accumulate an inventory of filters and pumps to support a rapid product launch. We have a distribution agreement with Asahi Medical Co., Ltd., a subsidiary of Asahi Kasei Corporation, which has appointed us as exclusive distributor of the filters used in ourthe RHEO System for use in treating AMD in the United States, Canada, Mexico and certain other countries. We recently signed a purchase order with Asahi Medical for 9,600 Rheofilters. We recently orderedRheofilters, including 1,600 filters in the third quarter of 2004 and 4,000 filters for each of the fourth quarter of 2004.following two quarters. We intend to continue to order 4,000 filters per quarter in 2005 and 2006 in order to accumulate inventory in excess of our current requirements until we receive FDA approval. We will be working closely with Asahi Medical to

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		develop and conduct clinical tests on a next generation polysulfone Rheofilter with similar characteristics to the current cellulose acetate Rheofilter. We believe that the proposed polysulfone Rheofilter will be able to be manufactured at significantly higher volumes and lower costs than the current filter technology.

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	•	Maintaining our intellectual property portfolio and other barriers to entry. We believe that our intellectual property position may assist us in maintaining our competitive position. We also believe that the manufacturing process expertise relating to the production by Asahi Medical of the Rheofilter is protected by Asahi Medical as a trade secret. We believe that the exclusive nature of our supplier relationship with Asahi Medical provides us with a competitive advantage. We intend to continue to strengthen our relationship with our exclusive supplier and to strengthen our current patents and seek additional patent protection.

Corporate Information

     We were originally incorporated in Florida in 1996 as RheoLogix Corporation and we were reincorporated in Delaware in 2002 as Vascular Sciences Corporation. We changed our name to OccuLogix, Inc. on July 29, 2004. Prior to this offering, we carried on our business directly and indirectly through OccuLogix, L.P., a Delaware limited partnership, beneficially owned 50% by us and 50% by TLC Vision. Prior to this offering, we will acquire TLC Vision’s 50% interest in OccuLogix, L.P. in exchange for which we will issue 19,105,426 shares of our common stock to TLC Vision. Two of our officers also provide services to TLC Vision. Elias Vamvakas, our Chairman and Chief Executive Officer, is currently the Chairman of TLC Vision. Stephen Kilmer, our Vice President, Corporate Affairs, is currently under a consulting contract to provide investor relations services to TLC Vision. In addition to Mr. Vamvakas, two of our other directors, Mr. Thomas Davidson and Dr. Richard Lindstrom, are also directors of TLC Vision. These three directors constitute a majority of our board of directors.

     Our principal executive office is located at 5280 Solar Drive, Suite 100, Mississauga, Ontario L4W 5M8, and our telephone number is (905) 238-3910. Our Internet address is www.occulogix.com. The information contained on our website or on the website of any of the selling stockholders is not part of this prospectus and is not incorporated in this prospectus by reference.

     OccuLogix, Our Vision is Your Vision, RHEO Therapy and RheoLogix are trademarks of OccuLogix, Inc. All other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

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THE OFFERING

     The number of shares of our common stock referred to above to be outstanding after this offering, and, unless otherwise indicated, the other information contained in this prospectus reflects consummation of the following transactions, which we refer to collectively as the “Reorganization”:

	•	the issuance of 4,622,6684,622,605 shares of common stock to be issued upon the automatic conversion of all our outstanding shares of series A and series B convertible preferred stock upon the closing ofimmediately prior to this offering;
	•	the issuance of 7,106,4557,106,454 shares of common stock to TLC Vision and Diamed Medizintechnik GmbH upon conversion of $7 million aggregate principal amount of convertible debentures to be held by them immediately prior to this offering. The conversion price is $0.98502 per share; and
	•	the issuance of 19,105,42619,070,233 shares of common stock to TLC Vision in connection with the purchase by us of TLC Vision’s 50% interest in OccuLogix, L.P. immediately prior to this offering. The number of shares to be issued to TLC Vision was determined on the basis that our entire value is derived from our 50% interest in OccuLogix, L.P. For a more detailed description about how the number of shares to be issued to TLC Vision was calculated please refer to the “Reorganization” section in this prospectus beginning on page 66. This amount includes 1,569,217 shares of common stock which will be issuable in the future upon the exchange of shares of OccuLogix ExchangeCo ULC, one of our Canadian subsidiaries, issued for tax purposes to TLC Vision in connection with the purchase of OccuLogix, L.P.

     This information also assumes no exercise of the underwriters’ over-allotment option.

     Unless otherwise indicated, all information in this prospectus excludes:

	•	1,955,8991,943,399 shares of common stock issuable upon the exercise of options outstanding as of JulySeptember 30, 2004 granted under our 2002 stock option plan, our 1997 stock option plan or outside our stock option plan, at a weighted average exercise price of $1.44$1.46 per share;
	•	828,000 shares of common stock issuable upon the exercise of options which will be granted under our 2002 stock option plan to certain of our officers, employees and directors upon the closing of this offering at an exercise price equal to the price of the shares issued in this offering;
	•	2,028,684 shares of common stock reserved for future issuance of additional options under our 2002 stock option plan; and
	•	37,500 shares of common stock issuable upon the exercise of warrants outstanding warrants held by certainas of our stockholders, or 25,826 sharesSeptember 30, 2004 with an exercise price of common stock assuming the cashless exercise of all such warrants (if such warrants were exercised on July 30, 2004).$4.00 per share.

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

     The following table provides our summary historical and pro forma consolidated financial data for the periods and as of the dates indicated. We derived the summary historical consolidated financial data for the years ended December 31, 2001, 2002 and 2003 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary historical consolidated financial data as of JuneSeptember 30, 2004 and for the sixnine months ended JuneSeptember 30, 2003 and 2004 from our unaudited consolidated financial statements, included elsewhere in this prospectus, which include all adjustments, consisting of normal recurring adjustments, which, in our opinion, are necessary for a fair presentation of the financial position and results of operations for these periods. Historical results are not necessarily indicative of the results of operations to be expected for future periods, and interim results may not be indicative of results for the remainder of the year.

     The information in the table below is only a summary and should be read together with our audited consolidated financial statements as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 and the related notes, our unaudited consolidated financial statements as of JuneSeptember 30, 2004 and for the sixnine months ended JuneSeptember 30, 2003 and 2004 and the related notes, “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all as included elsewhere in this prospectus.

     The summary historical consolidated financial data reflect our 50% interest in OccuLogix, L.P. Prior to this offering, we will own 100% of OccuLogix, L.P. The summary pro forma consolidated statements of operations data for the year ended December 31, 2003 and the sixnine months ended JuneSeptember 30, 2004 below give effect to the Reorganization and the expensing of the unamortized compensation related to stock options granted to certain employees, directors and consultants as if itthey had occurred on January 1, 2003. The summary pro forma as adjusted consolidated balance sheet data gives effect to the Reorganization and our receipt of net proceeds of $$44.8 million from this offering at an assumed initial offering price of $                    ,$9.00, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses, as if these events had occurred on JuneSeptember 30, 2004. The summary pro forma consolidated financial data should be read together with “Unaudited Pro Forma Condensed Consolidated Financial Data” and with the historical financial statements for OccuLogix, L.P. and the pro forma consolidated financial statements included elsewhere in this prospectus.

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RISK FACTORS

     Investing in our common stock involves a high degree of risk. You should consider carefully the following risk factors, as well as the other information in this prospectus, before deciding to invest in our common stock. Our business, financial condition or results of operations could be affected adversely by any of these risks. The trading price of our common stock could decline due to any of these risks and you might lose all or part of your investment in our common stock.

Risks Relating to Our Business

We have prepared our consolidated financial statements on the basis that we will continue as a going concern. However, as indicated in their audit report dated August 13, 2004, our auditors have expressed substantial doubt as to whether we will be able to continue as a going concern because of the losses that we have sustained during the past three years, our working capital deficiency and current cash position. Our working capital deficiency as of September 30, 2004 was $6.3 million and our total stockholders’ deficiency as of September 30, 2004 was $4.3 million.

Although there can be no assurance that we will be able to continue as a going concern, management believes that the estimated net proceeds from this offering of $44.8 million at an assumed initial offering price of $9.00, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses, together with the receipt of the remaining funds available as of September 30, 2004 for borrowing under our convertible debentures of approximately $1.9 million, will generate sufficient funds to pay for our operations and other demands and commitments until the latter half of 2006.

Information about us and the RHEO System has been published in articles contained inThe Globe and Mailand other news outlets. Some of these articles contained information that is incorrect or outdated, including information regarding the timing of the introduction of the RHEO System in the United States. Furthermore, the articles presented certain statements about us in isolation and did not disclose many of the related risks and uncertainties described in this prospectus. As a result, you shouldn’t rely on the information contained in the articles.

You should carefully evaluate all of the information in this prospectus, including the risks described in this section and throughout the prospectus. We have in the past received, and may continue to receive, media coverage. You should rely only on the information contained in this prospectus in making your investment decision.

     We have incurred losses in each year since our inception in 1996. Our net loss for the sixnine months ended JuneSeptember 30, 2004 was $4.8$7.9 million, and for the fiscal years ended December 31, 2003, 2002 and 2001 was $2.5 million, $2.9 million and $4.1 million, respectively. As of JuneSeptember 30, 2004, we had an accumulated deficit of $31.0$34.1 million. These losses, among other things, have had and will continue to have an adverse effect on our stockholders’ equity and working capital. We expect our clinical and regulatory expenses to increase in connection with MIRA-1 and any other clinical trials that we may initiate. In addition, subject to FDA approval of ourthe RHEO System, we expect to incur significant sales, marketing and procurement expenses. As a result, we expect to continue to incur significant and increasing operating losses for the next several years. Because of the numerous risks and uncertainties associated with developing new

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