Item 1.01 . Entry into a Material Definitive Agreement.
Pursuant to a Stock Purchase Agreement dated as of March 6, 2017 by and among Oncolix, Inc., a Delaware corporation (the
Purchaser
or
Oncolix
), Brian K. Kistler our majority shareholder and sole executive officer, employee and director on our Board, New Opportunity Business Solutions, Inc. a corporation whose sole employee, officer, director, control person and shareholder is Mr. Kistler (
NOBS
, and together with Mr. Kistler, collectively, the
Seller
) and the Company (the
SPA
), the Seller will sell 61,465,130 shares of our common stock owned by the Seller (approximately 66% of our issued and outstanding shares) to the Purchaser for a purchase price of $315,000 (the
Share Acquisition
). As a result of the Share Acquisition, the Purchaser will become the majority shareholder of the Company, and pursuant to the SPA, approximately $111,928 of the $315,000 purchase price will be utilized by the Seller to pay all outstanding indebtedness and financial obligations of the Company so that immediately following the closing of the Share Acquisition (the
SPA Closing
), the Company will have no outstanding indebtedness and/or other financial obligations. There are numerous conditions to the Closing of the Share Acquisition, and no assurance can be given that the SPA Closing will be completed.
As a condition to the SPA Closing, Mr. Kistler, our sole employee, executive officer, director and our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, shall resign all such positions with the Company immediately following the Boards appointment of Michael T. Redman as a director to our Board and as our Chief Executive Officer, President, Principal Executive Officer and Principal Financial Officer and J. Donald Payne as a director to our Board and our Secretary and Chief Accounting Officer. Mr. Redman is currently the Chief Executive Officer, President and a Director and Mr. Payne is the Senior Vice President Finance and Administration and Secretary of the Purchaser.
Additional information about the SPA, the Share Acquisition and related matters and agreements can be found in our Schedule 14f-1 Information Statement filed with the Securities and Exchange Commission (the
SEC
) on March 8, 2017, and amended pursuant to that Amendment No. 1 filed with the SEC on March 21, 2017, pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and SEC Rule 14f-1 promulgated thereunder.
A copy of the SPA is attached hereto as Exhibit 10 and incorporated herein by reference in Item 9.01.