Current Report Filing (8-k)
30 Dezembro 2016 - 7:46PM
Edgar (US Regulatory)
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): December 29, 2016
ONCOLOGIX
TECH, INC.
(Name
of Small Business Issuer as Specified in Its Charter)
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Nevada
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0-15482
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86-1006416
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
1.01 – Entry into a Material Definitive Agreement
ITEM
5.01 – Changes in Control of Registrant
Update
to Series B Convertible Stock Purchase Agreement (SPA) and Amendment # 1.
On November 16, 2016, Oncologix Tech, Inc. ( the
“Company”) and DIMEVC executed Amendment #1 to the Series B Convertible Stock Purchase Agreement that outlines the
new funding/investment schedule by Diversified Innovative Marketing Enterprises, Ltd. (“DIMEVC”). The amendment calls
for monthly investments of $200,000 beginning December 20, 2016 and continuing for five (5) months thereafter. Following those
initial tranches, a $4,000,000 investment is expected to be delivered to Company on May 19, 2017 with the final tranche of $5,000,000
to be delivered on June 23, 2017. Should any tranche not be met, the Agreement terminates “For Cause” and the Company
reserves the right to seek legal remedy for potential Damages.
On
December 20, 2016 DIMEVC failed to provide the initial tranche of funding in the amount of $200,000. On that day officers of the
Company had discussions with DIMEVC and both parties verbally agreed to extend the amendment provided that DIMEVC provide a partial
investment $50,000 on December 23, 2016 with the balance of the initial tranche to be submitted within 2 weeks. It was also agreed
that no partial shares of the Series B Convertible Preferred Stock would be issued until the full tranche of $200,000 was delivered.
On December 23, 2016, DIMEVC again failed to deliver the $50,000.00 as agreed and DIMEVC could not provide a date when the first
tranche would be delivered. . Therefore, Amendment # 1 to the SPA, and any verbal agreements between the Company and DIMEVC is
hereby terminated “For Cause” and the Company retains all legal rights at law to seek remedy for financial Damages.
ITEM
9.01 – Financial Statements and Exhibits
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99.1
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Termination
for Cause Letter dated December 29, 2016
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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:
December 30, 2016
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ONCOLOGIX
TECH, INC.
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By:
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/s/
Michael A. Kramarz
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Michael
A. Kramarz, Chief Executive Officer,
Chief Financial Officer
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By:
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/s/
Harold Halman
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Harold
Halman, Chief Operating Officer,
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Oncologix Tech (CE) (USOTC:OCLG)
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