UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Preliminary
Information Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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[X]
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[ ]
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Definitive
Information Statement
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ONCOLOGIX
TECH, INC.
(Name
of Registrant Specified in Charter)
Payment
of filing fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rule 14c-5(g) and 0-11
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(1)
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Title
of each class of securities to which transaction applies: Common Stock, $.001 pare value
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(2)
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Aggregate
number of securities to which transactions applies: 736,615,725
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): N/A
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(4)
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Proposed
maximum aggregate value of transaction: N/A
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(
5)
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Total
fee paid: N/A
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Fee
paid previously with preliminary materials
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid: $0
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(2)
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Form,
schedule or registration statement no.: N/A
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(3)
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Filing
party: N/A
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(4)
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Date
filed: N/A
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF ONCOLOGIX TECH, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
ONCOLOGIX
TECH, INC.
1604 W. Pinhook Rd. #200
Lafayette, LA 70508
(616) 977-9933
INFORMATION
STATEMENT
January 20, 2017
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
To
the Holders of Common Stock of Oncologix Tech, Inc.:
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Common Stockholders”)
of Common Stock, par value $.0001 per share (the “Common Stock”), of Oncologix Tech, Inc., a Nevada corporation (the
“ Company”), to notify such Common Stockholders that on October 15, 2016, the Company received a unanimous written
consent in lieu of a meeting of the holder of Series C Preferred Stock, par value $.0001 per share (the “ Series C Preferred
“). The 100,000 shares of Series C Preferred have the equivalent of fifty-one percent (51%) of the votes of all outstanding
Common and Preferred Stock. Currently, there are two holders of Series C Preferred (the “Series C Stockholders”),
holding all 100,000 shares of Series C Preferred, resulting in the Series C Stockholders holding in the aggregate 51% of the total
voting power of all issued and outstanding voting capital of the Company (the “Majority Stockholders”). The Majority
Stockholders authorized the following:
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●
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The
increase in the number of authorized shares of Common Stock from seven hundred fifty million (750,000,000) shares of Common
Stock to seven billion (7,000,000,000) shares of Common Stock (the “Authorized Share Increase”);
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We
have attached as Appendix A hereto a form of the proposed amendment to the Articles of Incorporation, the increase in authorized
shares of common stock to seven billion.
On
October 15, 2016, the Board of Directors of the Company (the “Board”) approved, and recommended for approval to the
holders having the power to vote with respect to the Common Stock, the Authorized Share Increase (the “Action”). On
October 15, 2016, the Majority Stockholders0. approved the Action by written consent in lieu of a meeting in accordance with the
Nevada Corporation Law. Accordingly, your consent is not required and is not being solicited in connection with the approval of
the Action.
We
will mail the Notice to the Common Stockholders on or about February 3, 2017. The Company anticipates that the Amendment will
become effective on or about February 24, 2017.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board believes that the Common Stockholders of the Company will benefit from the Action because it believes that the Company will
be able to retire legacy convertible debt, raise expansion and growth capital for current enterprises, and to attract new investors
for investment in its medical equipment businesses.
The
Board believes that the Common Stockholders of the Company will benefit from the Authorized Common Stock Share Increase because
such change may allow the Company greater flexibility in pursuing acquisitions, equity investments and other opportunities.
Accordingly,
it was the Board’s opinion that the Action would better position the Company to attract potential business candidates and
provide the Common Stockholders a greater potential return.
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By
Order of the Board of Directors,
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/s/
Michael A. Kramarz
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Michael
A. Kramarz
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Chairman
& Chief Executive Officer
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Item
1. Information Statement
INTRODUCTION
Sections
78.385 and 78.390 of the Nevada Revised Statutes provide that the written consent of the holders of outstanding shares of voting
capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special
stockholders’ meeting convened for the specific purpose of such action. Nevada Statutes, however, requires that in the event
an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action without a
meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at
a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were delivered to a company.
In
accordance with the foregoing, we will mail the Notice to the Common Stockholders on or about February 24, 2017.
This
Information Statement contains a brief summary of the material aspects of the Action approved by the Board of Directors (the “Board”)
of Oncologix Tech, Inc. (the “Company,” “we,” “our,” or “us”) and the holder of
Series C Preferred Stock (the “Series C Preferred”), which has voting rights with respect to the Common Stock and
constitutes a majority of the voting power of the Common Stock.
SERIES
C PREFERRED STOCK
By
unanimous written consent of the Board (as permitted under Nevada Statutes), the designation, rights, preferences and privileges
of the Series C Preferred were established by the Board (as is permitted under Nevada Statutes and by the Certificate of Incorporation,
as amended, of the Company). The designation, rights, preferences and privileges that the Board established for the Series C Preferred
is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Nevada on October 7, 2016.
Among other things, the Certificate of Designation provides that the 100,000 shares of Series C Preferred has the equivalent of
fifty-one percent (51%) of the votes of all the outstanding shares of Common and Preferred Stock.
As
of October 26, 2016, there were issued and outstanding (i) 736,615,725, shares of our Common Stock, (ii) 100,000 shares of our
Series C Preferred, (iii) 78,561 shares of our Series D Preferred and (iv) 129,062 shares of our Series A Preferred. Based on
the foregoing, the total aggregate amount of votes entitled to vote regarding the approval of the Actions is one billion, seven
hundred fifty nine million, nine hundred sixty four thousand, six hundred three (1,759,964,603) (the sum of the votes represented
by the issued and outstanding shares of Common Stock, Series C Preferred, Series C Preferred and Series A Preferred). Pursuant
to Nevada, a majority of the voting equity of the Company, or at least eight hundred seventy nine million, nine hundred eighty
two thousand three hundred two (879,982,302) votes, are required to approve the Action by written consent. The Series C Stockholders,
eight hundred ninety seven million, five hundred eighty one thousand nine hundred forty eight (897,581,948) votes or approximately
51% of the voting equity of the Company, has voted in favor of the Action, thereby satisfying the requirement under Nevada Statutes
that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The
following table sets forth the name of the Series C Stockholders, the number of shares Common Stock, and of Series C Preferred
held by the Series C Stockholders, the total number of votes that the Series C Stockholders voted in favor of the Action and the
percentage of the issued and outstanding voting equity of the Company that voted in favor of the action.
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Number of
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Shares of
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Number of Votes
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Total Number of
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Percentage of
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Name of
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Common
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held by Series
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Votes Held by
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the Voting
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Stockholder
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Stock
Held
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C
Stockholder
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Stockholder
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Equity
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Michael
Kramarz
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0
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448,790,974
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448,790,974
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25.5
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%
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Harold Halman
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0
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448,790,974
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448,790,974
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25.5
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%
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ACTION
TO BE TAKEN
The
Authorized Share Increase will become effective on the date that we file the Amended and Restated Certificate of Incorporation
of the Company (the “Amendment”) with the Secretary of State of the State of Delaware. Such filing can occur no earlier
than twenty (20) calendar days after the mailing of this information statement
We
currently expect to file the Amendment on or about February 24, 2017.
With
respect to the Action described in this Information Statement, the Board reserves the right, notwithstanding that the Series C
Stockholders have approved such Action, to elect not to proceed with such Action if, at any time prior to filing the Amendment,
the Board, in its sole discretion, determines that it is no longer in the Company’s best interests and the best interests
of the Company’s stockholders to consummate the Action.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
GENERAL
The
number of authorized shares of our Common Stock will be increased from seven hundred fifty million (750,000,000) shares to seven
billion (7,000,000,000) shares (the “Authorized Share Increase”).
PURPOSE
AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The
additional shares of common stock for which authorization is sought would be part of the existing class of Common Stock, if and
when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders
of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of
Common Stock or securities convertible into Common Stock.
The
Board of Directors believes that the increase in the number of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock is to have shares available
for issuance for such corporate purposes as the Board of Directors may determine in its discretion, including, without limitation:
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retiring
convertible debt
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business
growth and expansion capital
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future
financings and other corporate purposes
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future
acquisitions
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The
Company is actively pursuing financings which may result in the issuance of additional shares of Common Stock. As previously disclosed
by the Company’s periodic SEC filings, the Company needs to pay off both aged convertible notes in the event that note holders
decide to convert their notes to the shares of the Company’s common stock. Currently the company has approximately $3,000,000
in aged convertible securities as of the mailing of this information statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding our common stock beneficially owned as of the Record Date for (i) each
stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each of our officers
and directors and (iii) our officers and directors as a group. A person is considered to beneficially own any shares over which
such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right
to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless
otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised
solely by the beneficial owner thereof.
For
the purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of
our common stock that such person has the right to acquire within 60 days of the date of this information statement. For the purposes
of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any
shares that such person or persons has the right to acquire within 60 days of the date hereof is deemed to be outstanding, but
is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein
of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
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Name and Address
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Amount
and Nature
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Percent
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Title
of Class
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of
Beneficial Owner (1)
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of
Beneficial Owner (2)
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of
Class (3)
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Common Stock
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Roy Wayne Erwin
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58,474,000
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(4)
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7.35
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%
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Common Stock
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Michael Kramarz
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2,112,750
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(5)
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0.29
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%
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Common Stock
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Harold Halman
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0
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0.00
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%
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Name and Address
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Amount
and Nature
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Percent
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Title
of Class
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of
Beneficial Owner (1)
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of
Beneficial Owner (2)
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of
Class (6)
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Preferred Stock
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Michael Kramarz
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50,000
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25.50
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%
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Preferred Stock
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Harold Halman
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50,000
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25.50
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(1)
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The
address of each holder is P.O. Box 8832, Grand Rapids, MI 49518-8832.
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(2)
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A
person is deemed to be the beneficial owner of securities that can be acquired within 60 days from October 20, 2014 through
the exercise of any option, warrant or other right. Shares of Common Stock subject to options, warrants or rights which are
currently exercisable or exercisable within 60 days are deemed outstanding solely for computing the percentage of the person
holding such options, warrants or rights, but are not deemed outstanding for computing the percentage of any other person.
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(3)
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Based
on 736,615,725 shares of Common Stock outstanding as of January 27, 2017.
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(4)
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Includes
56,064 shares of Series D Convertible Preferred Stock, each share convertible into 1,000 shares of the Company’s common
stock, and 2,410,000 shares subject to vested options.
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(5)
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Includes
2,112,750 shares subject to vested options.
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(6)
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Currently
there are 100,000 shares of our Series C Preferred stock authorized, issued and outstanding. Our Series C Preferred Stock
collectively has the right to vote 51% of all outstanding classes of stock issued. Percentages represent actual voting power
of all classes of stock outstanding.
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Amendment
of Charter, Bylaws or Other Documents
We
are undertaking the Authorized Capital Increase to further reorganize our capital structure in connection with a recent acquisition,
which management believes will better position us to attract financing.
The
Authorized Capital Increase will be effective upon filing a Certificate of Amendment with the Nevada Secretary of State pursuant
to Section 78.209 of the NRS.
Item
2. Statement that Proxies are not Solicited
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Item
3. Interest of Certain Persons in or in Opposition to Matters to be Acted Upon
Our
current officers and directors have an interest in the Authorized Capital Increase as a result of their ownership of shares of
our issued and outstanding common and preferred stock shares as set forth in the section entitled “Security Ownership of
Certain Beneficial Owners and Management”, above. However, we do not believe that they have any interest that differs from
or is greater than that of our other stockholders.
Item
4. Proposals by Security Holders
None.
Item
5. Delivery of Documents to Security Holders Sharing an Address
We
will deliver only one copy of this information statement to multiple stockholders sharing an address unless we have received contrary
instructions from one or more of such stockholders.
We
undertake to deliver promptly upon written or oral request a separate copy of this information statement to any stockholder at
a shared address to which a single copy of the document was delivered. A stockholder can notify us that he or she wishes to receive
a separate copy of this information statement or any future information statement by writing to us at PO Box 8832, Grand Rapids,
MI 49518-8832.
Stockholders
sharing the same address can also request delivery of a single copy of annual reports to security holders, information statements
or Notices of Internet Availability of Proxy Materials if they are receiving multiple of such documents in the same manner.
By
Order of the Board of Directors:
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By:
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/s/
Michael A Kramarz
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Michael
A. Kramarz
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Chairman
and CEO, Chief Executive Officer and
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Director
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Dated:
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January
9, 2017
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CERTIFICATE
OF AMENDMENT
TO
THE
ARTICLES
OF INCORPORATION
OF
ONCOLOGIX
TECH, INC.
Pursuant
to Section 78.385 and 78.390 of the Nevada Revised Statutes, the undersigned corporation, Oncologix Tech, Inc., a Nevada corporation,
submits the following Certificate of Amendment for filing:
1.
The name of the corporation is Oncologix Tech, Inc.
2.
The first paragraph of Article 4 of the Company’s Articles of Incorporation is to be deleted in its entirety and amended
so as to read as follows:
Article
4. The authorized capital stock of this corporation shall be seven billion (7,000,000,000) shares of common stock, $.001 par value
per share (the “Common Stock”), and ten million (10,000,000) shares of preferred stock, $.001 par value per share,
(the “Preferred Stock”). Such shares of the corporation’s capital stock may be issued from time to time for
such consideration as may be fixed by the Board of Directors.
3.
The vote by which the shareholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the Articles of Incorporation have voted in favor of the amendment is: 51.00%.
IN
WITNESS WHEREOF, Oncologix Tech, Inc., a Nevada corporation, has caused this Certificate of Amendment to be signed in its name
and on its behalf, on this ____ day of February, 2017.
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ONCOLOGIX
TECH, INC., a Nevada corporation
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Michael
K Kramarz, Chairman & CEO
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Oncologix Tech (CE) (USOTC:OCLG)
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