OCLG Oncologix Tech Inc (CE)

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.

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:

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.