0001493152-17-001817.txt : 20170222 0001493152-17-001817.hdr.sgml : 20170222 20170222120013 ACCESSION NUMBER: 0001493152-17-001817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161007 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170222 DATE AS OF CHANGE: 20170222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oncologix Tech Inc. CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15482 FILM NUMBER: 17627576 BUSINESS ADDRESS: STREET 1: P.O. BOX 8832 CITY: KENTWOOD STATE: MI ZIP: 49518-8832 BUSINESS PHONE: 616-977-9933 MAIL ADDRESS: STREET 1: P.O. BOX 8832 CITY: KENTWOOD STATE: MI ZIP: 49518-8832 FORMER COMPANY: FORMER CONFORMED NAME: BESTNET COMMUNICATIONS CORP DATE OF NAME CHANGE: 20001219 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k.htm

U.S. 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): October 7, 2016

ONCOLOGIX TECH, INC.

(Name of Small Business Issuer as Specified in Its Charter)

Nevada		0-15482		86-1006416
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S.Employer Identification No.)

1604 W. Pinhook Rd. #200

Lafayette, LA 70508

(Address of principal executive offices)

(616) 977-9933

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Registrant’s Form 10-K, any Form 10-Q or any Form 8-K of the Registrant or any other written or oral statements made by or on behalf of the Registrant may contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the medical device business, and the Company itself. Statements, including without limitation, those related to: future revenue, earnings, margins, growth, cash flows, operating measurements, tax rates and tax benefits; expected economic returns; projected operating results, future strength of the Company; future brand positioning; achievement of the Company vision; future marketing investments; the introduction of new lines or categories of products; future growth or success in specific countries, categories or market sectors; capital resources and market risk are forward-looking statements. In addition, words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Risk Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.

Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Registrant’s views as of the date the statement was made. The Registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 9.01 – Financial Statements and Exhibits

Series C Preferred Stock Series. On October 7, 2016, the Board of Directors of Oncologix Tech, Inc. (the “Company”) approved the designation of 100,000 shares of a new series of preferred stock. The Series C Preferred Shares (“Preferred Share(s)”) with the following rights and privileges: (i) Each Preferred Share shall have a par value of $0.001; (ii) the Preferred Share shall not be entitled to receive any dividends; (iii) the Preferred Shares as a block shall have the voting power of 51% of the shares of common stock and Preferred Shares taken together; (iv) the Preferred Shares are not convertible and have no redemption rights. The complete designations are included in Exhibit 99.1. On October 7, 2016, the Board of Directors approved the issuance of 50,000 Preferred Shares to both Michael A. Kramarz, Chief Executive Officer and Harold Halman, Chief Operating Officer in exchange for $10,000 each of accrued salary.

ITEM 9.01 – Financial Statements and Exhibits

99.1 Series C Preferred Stock Designations

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 22, 2017

	ONCOLOGIX TECH, INC.

	By:	/s/ Michael A. Kramarz
		Michael A. Kramarz, Chief Executive Officer, Chief Financial Officer

	By:	/s/ Harold Halman
		Harold Halman, Chief Operating Officer,

EX-99.1 2 ex99-1.htm

Exhibit 99.1

CERTIFICATE OF DESIGNATION

(PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation For

Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1. Name of corporation:

ONCOLOGIX TECH, INC.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class of series of stock:

A. Designation and Number.

One Hundred Thousand (100,000) of the Ten Million (10,000,000) authorized shares of Preferred Stock of the Corporation shall be designated Series C Preferred Stock (the “Series C Preferred Stock”) and shall possess the rights and privileges set forth below.

B. Par Value Stated Value, Purpose of Issuance and Certificates.

Each share of Series C Preferred Stock shall have a par value of $.001, Certificates representing the shares of Series C Preferred Stock purchased shall be issued by the Corporation in accordance with the actions of the Board of Directors.

C. No Dividends.

The shares of Series C Preferred Stock shall not be entitled to receive any dividends.

D. Liquidation Preference.

The holders of the Series C Preferred Stock shall not be entitled to any liquidation preference.

E. Voting

(a) Voting Rights. The holders of the Series C Preferred Stock will have the voting rights as described in this Section E or as required by law. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote, including any votes of the other outstanding Series of Preferred Stock. For example if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series C Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting.

(b) Amendments to Articles and Bylaws. So long as the Series C Preferred stock is outstanding, the Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of the Series C Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the certificate of incorporation or the bylaws of the Company so as to adversely affect the designations, preferences, limitations and relative rights of the Series C Preferred Stock, or (ii) effect any reclassification of the Series C Preferred Stock.

(c) Amendment of Rights of Series C Preferred Stock. The Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of the Series C Preferred Stock, amend, alter or repeal any provision of this Statement of Designations, PROVIDED, HOWEVER, that the Company may, by any means authorized by law and without any vote of the holders of the shares of the Series C Preferred Stock, make technical, corrective, administrative or similar changes in this Statement of Designations, that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of the Series C Preferred Stock.

F. Conversion Rights. The shares of the Series C Preferred Stock shall have no conversion rights.

G. Redemption Rights. The shares of the Series C Preferred Stock shall have no redemption rights.

H. Notices. Any notice required hereby to be given to the holders of the shares of the Series C Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.