UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
(Rule
14c−101)
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
Check
the appropriate box:
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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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[X]
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Definitive
Information Statement
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ONCBIOMUNE
PHARMACEUTICALS, INC.
(Name
of Registrant As Specified in Its 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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Fee
computed on table below per Exchange Act Rules 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:
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(2)
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Aggregate
number of securities to which transaction applies:
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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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:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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ONCBIOMUNE
PHARMACEUTICALS, INC.
11441
Industriplex Blvd, Suite 190
Baton
Rouge, Louisiana 70809
NOTICE
OF CORPORATE ACTION TAKEN BY WRITTEN CONSENT
OF
THE MAJORITY STOCKHOLDERS WITHOUT A SPECIAL MEETING OF THE STOCKHOLDERS
Dear
Stockholders:
We
are writing to advise you that, on February 20, 2019, the board of directors of OncBioMune Pharmaceuticals, Inc., a Nevada corporation
(the “Company,” “we” or “us”) approved resolutions, and on February 21, 2019, certain stockholders
representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary
to effect the following actions (the “Corporate Actions”):
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1.
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Amend
the Company’s Articles of Incorporation filed with the Nevada Secretary of State (the “Articles of Incorporation”)
to:
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a.
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increase
the Company’s authorized common stock, par value $0.0001 per share (the “Common Stock”) from 500,000,000
shares to 1,500,000,000 shares.
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The
amendment to the Articles of Incorporation will not be effective until the Company files the Certificate of Change with the Secretary
of State of the State of Nevada (which will not occur until March 26, 2019 or thereafter (the “Effective Date”).
The
accompanying Information Statement, which describes the Corporate Actions in more detail, is being furnished to our stockholders
for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations prescribed thereunder. The consent that we have received constitutes the only stockholder
approval required for the Corporate Actions under the Nevada Revised Statutes, our Articles of Incorporation, and Bylaws. Accordingly,
the Corporate Actions will not be submitted to the other stockholders of the Company for a vote.
The
record date for the determination of stockholders entitled to notice of the action by written consent is March 5, 2019. Pursuant
to Rule 14c-2 under the Exchange Act, the Corporate Actions will not be implemented until at least twenty (20) calendar days after
the mailing of this Information Statement to our stockholders. This Information Statement will be mailed on or about March 6,
2019 to stockholders of record on March 5, 2019.
No
action is required by you to effectuate this action. The accompanying Information Statement is furnished only to inform our stockholders
of the actions described above before they take effect in accordance with Rule 14c-2 promulgated under the Exchange Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE
NOTE THAT THE HOLDERS OF MORE THAN A MAJORITY OF OUR OUTSTANDING SHARES ENTITLED TO VOTE HAVE VOTED TO AUTHORIZE THE CORPORATE
ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY
BE NEEDED TO APPROVE THESE MATTERS.
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By
order of the Board of Directors,
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/s/
Jonathan F. Head
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Jonathan
F. Head
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Chairman
of the Board
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March 6,
2019
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ONCBIOMUNE
PHARMACEUTICALS, INC.
INFORMATION
STATEMENT
CONCERNING
CORPORATE ACTIONS AUTHORIZED BY WRITTEN CONSENT OF STOCKHOLDERS OWNING A MAJORITY OF SHARES OF VOTING SECURITIES ENTITLED TO VOTE
THEREON
OncBioMune
Pharmaceuticals, Inc. (the “Company,” “we” or “us”) is furnishing this Information Statement
to you to provide a description of actions taken by our Board of Directors (the “Board”) on February 20, 2019, and
the holders of more than a majority of our outstanding voting capital stock (the “Majority Stockholders”) on February
21, 2019, in accordance with the relevant sections of the Nevada Revised Statutes of the State of Nevada (the “NRS”).
This
Information Statement is being mailed on or about March 6, 2019 to stockholders of record on March 5, 2019 (the “Record
Date”). This Information Statement is being delivered only to inform you of the corporate actions described herein before
such actions take effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). No action is requested or required on your part.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
PLEASE
NOTE THAT THE HOLDERS OF MORE THAN A MAJORITY OF OUR OUTSTANDING SHARES ENTITLED TO VOTE HAVE VOTED TO AUTHORIZE THE CORPORATE
ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY
BE NEEDED TO APPROVE THESE MATTERS.
GENERAL
DESCRIPTION OF CORPORATE ACTIONS
On
February 20, 2019, the Board approved resolutions, and on February 21, 2019, the Majority Stockholders delivered executed written
consents, authorizing and approving the taking of all steps necessary to effect the following actions (the “Corporate Actions”):
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1.
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Amend
the Company’s Articles of Incorporation filed with the Nevada Secretary of State (the “Articles of Incorporation”)
to:
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a.
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increase
the Company’s authorized common stock, par value $0.0001 per share (the “Common Stock”) from 500,000,000
shares to 1,500,000,000 shares (the “Authorized Capital Increase”).
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OUTSTANDING
SHARES AND VOTING RIGHTS
As of the Record Date,
our authorized capitalization consisted of 500,000,000 shares of Common Stock, of which 272,936,369 shares were issued
and outstanding, and 20,000,000 authorized shares of preferred stock, 1,000,000 of which are designated as Series A Preferred
and 1,000,000 of which were issued and outstanding and 7,892,000 were designated as Series B Preferred and 2,892,000
of which issued and outstanding.
Each
share of Common Stock entitles its holder to one vote on each matter submitted to the Company’s stockholders. Each share
of Series A Preferred entitles its holder to 500 votes, and each share of Series B Preferred entitles its holder to 100 votes
on each matter submitted to the Company’s stockholders. However, because the Majority Stockholders have consented to the
Corporate Actions on February 21, 2019, in lieu of a special meeting in accordance with 78.320 of the NRS, and because the Majority
Stockholders have sufficient voting power to approve such actions through their ownership of the Company’s capital stock,
no other stockholder vote will be solicited in connection with this Information Statement.
Amendment
to the Company’s Articles of Incorporation
The
Board and Majority Stockholders have approved an amendment to the Company’s Articles of Incorporation to affect the Corporate
Actions. We intend to file a Certificate of Change (the “Certificate”) with the Secretary of State of the State of
Nevada to amend the Articles of Incorporation to increase the authorized shares of Common Stock. Pursuant to Rule 14c-2 under
the Exchange Act, the actions will not be effective, and the Certificate will not be filed, until twenty (20) days after the date
this Information Statement is filed with the Securities and Exchange Commission (the “SEC”) and a copy thereof is
mailed to each of the Company’s stockholders. It is presently contemplated that such filing will be made on or about March
26, 2019.
The
Authorized Capital Increase
The
purpose of the Authorized Capital Increase is to increase the number of shares of Common Stock available in order to have sufficient
shares of common stock to enter into agreements to effect a conversion of certain debt obligations owed by the Company into shares
of the Company’s preferred stock which shall be convertible into shares of the Company’s Common Stock. The Board has
approved general terms on which the proposed conversion would take place, including that the offer to convert outstanding debt
will be available to all current holders of the Company’s debt and that the Company would convert all or a portion of such
debt, at the lender’s option, into shares of a new series of the Company’s undesignated preferred stock. The terms
and conditions of any agreements entered into after the date of this Information Statement with holders of Company debt to convert
such debt will be disclosed on a Form 8-K.
The
Board determined that the conversion of this debt into shares of preferred stock is in the best interests of the Company
and its stockholders, and is necessary for the Company to continue its operations with sufficient cash to fund operating
expenses and working capital requirements. Consequently, the Authorized Capital Increase will allow the Company to issue additional
shares of preferred stock, convertible into shares of Common Stock, including the shares expected to be issued to complete the
closing of any debt conversion, which will have a dilutive effect on the rights of existing stockholders.
General
In
addition to any potential debt conversion that may take place, the increase in the authorized number of shares of Common Stock
will enable us to engage in (i) possible future financings and (ii) such other corporate purposes as the Board determines in its
discretion. These corporate purposes may include future stock splits, stock dividends or other distributions, future financings,
acquisitions and stock options and other equity benefits under possible new benefit plans.
Immediately after the
Authorized Capital Increase, there will be 1,500,000,000 shares of our Common Stock available for issuance and 272,936,369
shares of our Common Stock issued and outstanding. The par value of our common stock will remain $0.0001 share. The relative
rights and limitations of the shares of Common Stock would remain unchanged under the Certificate.
The
holders of shares of our Common Stock are not entitled to preemptive rights with respect to the issuance of additional shares
of Common Stock or securities convertible into or exercisable for shares of Common Stock. Accordingly, the issuance of additional
shares of our Common Stock or such other securities might dilute the ownership and voting rights of stockholders.
The
proposed Certificate does not change the terms of the Common Stock. The additional shares of Common Stock for which authorization
is sought will have the same voting rights, the same rights to dividends and distributions and will be identical in all other
respects to the Common Stock now authorized.
EFFECTIVE
DATE OF THE AMENDMENT
Pursuant
to Rule 14c-2 under the Exchange Act, the Corporate Actions will not be effective until at least twenty (20) days after the date
on which this Information Statement is filed with the SEC and a copy hereof has been mailed to each of the Company’s stockholders.
The Company anticipates that this Information Statement will be mailed to our stockholders as of the Record Date on or about March
6, 2019. Therefore, the Company anticipates that the Authorized Capital Increase will be effective, and the Certificate
amending our Articles of Incorporation will be filed with the Secretary of State for the State of Nevada, on or around March 26,
2019.
The
Company has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial
owners of the Company’s Common Stock and will reimburse such persons for out-of-pocket expenses incurred in forwarding such
material.
INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant to the Company’s
Articles of Incorporation and the NRS, a vote by the holders of at least a majority of our outstanding capital stock is required
to effect the Corporate Actions. On February 21, 2019, we had 262,659,600 shares of Common Stock issued and outstanding,
1,000,000 shares of Series A Preferred issued and outstanding and 2,892,000 shares of Series B Preferred issued and outstanding.
Each share of Series A Preferred has 500 votes so the total voting power of the Series A Preferred is 500,000,000 votes. Each
share of Series B Preferred has 100 votes so the total voting power of the Series B Preferred is 289,200,000 votes. Accordingly,
the combined voting power of all of the Series A Preferred, Series B Preferred and all the Common Stock was 1,051,859,600 votes.
Two stockholders holding a majority of our voting power, or an aggregate of 561,126,078 votes (53.3%), delivered an executed written
consent dated February 21, 2019, authorizing the Corporate Actions.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of our common stock, Series A preferred stock and
Series B Preferred Stock as of February 21, 2019, by (i) each person known by us to be the beneficial owner of more than 5% of
our outstanding common stock, (ii) each director and each of our Named Executive Officers and (iii) all executive officers and
directors as a group.
The
number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information
is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any
shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has
the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless
otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect
to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute
an admission of beneficial ownership of those shares.
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Name and Address of Beneficial Owner
(1)
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Common Stock Beneficial Ownership
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Percent of Class
(2)
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Series A Preferred Beneficial Ownership
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Percent of Class
(3)
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Outstanding Series B Preferred Beneficial Ownership
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Percent of Class
(4)
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Named Executive Officers and Directors:
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Jonathan F. Head, Ph. D.
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18,259,413
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(5)
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7.0
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%
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500,000
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50.0
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%
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2,892,000
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100
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%
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Andrew A. Kucharchuk
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6,333,334
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(6)
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2.4
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%
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-
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-
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-
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Daniel S. Hoverman
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60,000
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0.0
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%
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-
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-
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-
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-
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Charles L. Rice, Jr.
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60,000
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0.0
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%
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-
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-
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-
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-
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Robert N. Holcomb
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1,600,002
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(7)
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0.6
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%
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Dr. Brian G. Barnett
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-
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-
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-
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-
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-
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All executive officers and directors as a group (six persons)
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26,312,749
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10.0
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%
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500,000
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50.0
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%
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2,892,000
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100
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%
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Other 5% Stockholders:
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Robert L. Elliott, Jr. M.D.
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16,926,079
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6.5
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%
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500,000
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50.0
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%
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-
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-
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%
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Manuel Cosme Odabachian
(8)
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30,579,007
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11.7
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%
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-
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-
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-
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-
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%
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Carlos F. Alaman Volnie
(9)
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30,579,006
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11.7
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%
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-
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-
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-
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-
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%
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*
Less than 1%.
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(1)
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Unless
otherwise indicated, the business address of each person listed is in care of OncBioMune Pharmaceuticals, Inc., 11441 Industriplex
Blvd, Suite 190, Baton Rouge LA 70809.
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(2)
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The
number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity
has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60
days of February 21, 2019, through the exercise of any stock option or other right. As of February 21, 2019, 262,659,600 shares
of the Company’s common stock were outstanding.
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(3)
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Calculated
on the basis of 1,000,000 issued and outstanding shares of Series A preferred stock as of February 21, 2019. Holders of our
Series A preferred stock are entitled to 500 votes per share.
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(4)
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Calculated
on the basis of 2,892,000 issued and outstanding shares of Series B preferred stock as of February 21, 2019. Holders of our
Series B preferred stock are entitled to 100 votes per share.
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(5)
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Includes
1,333,334 shares issuable upon exercise of currently exercisable options.
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(6)
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Includes
1,333,334 shares issuable upon exercise of currently exercisable options.
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(7)
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Includes
333,334 shares held by the wife of Mr.Holcomb.
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(8)
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Shares
are owned by Banco Actinver, S.A., in its capacity as Trustee of the Irrevocable Management Trust Agreement Trust No. 2868
and reflects shares beneficially owned by Mr. Cosme whose address is Monte Pelvoux 130, Floor 3, Mexico City, Mexico 11000.
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(9)
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Shares
are owned by Banco Actinver, S.A., in its capacity as Trustee of the Irrevocable Management Trust Agreement Trust No. 2868
and reflects shares beneficially owned by Mr. Cosme whose address is Monte Pelvoux 130, Floor 3, Mexico City, Mexico 11000.
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DESCRIPTION
OF SECURITIES
The
following description of our capital stock is based upon our amended and restated articles of incorporation, as amended, our bylaws
and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is
qualified in its entirety by reference to our amended and restated articles of incorporation, as amended, and our bylaws.
Common
Stock
The
holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election
of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any
dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the
prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common
stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock
have no preemptive rights and have no right to convert their common stock into any other securities.
VOTING
PROCEDURES
Pursuant
to the NRS and our Articles of Incorporation, the affirmative vote of the holders of a majority of our outstanding Common Stock
is sufficient to amend our Articles of Incorporation, which vote was obtained by the written consent of the Majority Stockholders
as described herein. As a result, the amendment to our Articles of Incorporation has been approved and no further votes will be
needed.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The
Corporate Actions were approved by the Majority Stockholders and a disinterested Board. We are not aware of any substantial interest,
direct or indirect, by stockholders or otherwise, that is in opposition to the Corporate Actions taken.
PROPOSALS
BY SECURITY HOLDERS
No
security holder has asked the Company to include any proposal in this Information Statement.
NO
DISSENTER’S RIGHT OF APPRAISAL
Under
the NRS, stockholders are not entitled to appraisal rights with respect to the Corporate Actions, and we will not provide our
stockholders with such rights.
FORWARD-LOOKING
STATEMENTS
This
information statement contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company’s future prospects and make informed investment
decisions. This information statement and other written and oral statements that we make from time to time contain such forward-looking
statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance.
We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “will”
and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include
statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome
of contingencies, such as legal proceedings, and financial results. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange Act, and in accordance therewith
files reports, proxy statements and other information including annual and quarterly reports on Forms 10-K and 10-Q, respectively,
with the SEC. Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 100
F Street NW, Washington D.C. 20549, at prescribed rates. The SEC maintains a website (http://www.sec.gov) that contains the filings
of issuers that file electronically with the SEC through the EDGAR system. Copies of such filings may also be obtained by writing
to the Company at OncBioMune Pharmaceuticals, Inc., 11441 Industriplex Blvd, Suite 190, Baton Rouge LA 70809.
STOCKHOLDERS
SHARING AN ADDRESS
Unless
we have received contrary instructions from a stockholder, we are delivering only one Information Statement to multiple stockholders
sharing an address. We will, upon request, promptly deliver a separate copy of this Information Statement to a stockholder who
shares an address with another stockholder. A stockholder who wishes to receive a separate copy of the Information Statement may
make such a request in writing to the Company at OncBioMune Pharmaceuticals, Inc., 11441 Industriplex Blvd, Suite 190, Baton Rouge
LA 70809, or by calling (225) 227-2384.
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By
order of the Board of Directors,
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/s/
Jonathan F. Head
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Jonathan
F. Head
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Chairman
of the Board
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March
6, 2019
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