OCLG Oncologix Tech Inc (CE)

ITEM 5.01 – Changes in Control of Registrant

Series B Convertible Preferred Stock Series. On August 28, 2016, the Board of Directors of Oncologix Tech, Inc. (the “Company”) approved the designation of 68,000 shares of a new series of preferred stock. The Series B Convertible Preferred Shares (“Preferred Share(s)”) with the following rights and privileges: (i) Each Preferred Share shall have a par value of $0.001; (ii) each Preferred Share shall not be entitled to receive any dividends; (iii) Each Preferred Share shall have the voting power of 0.1% of the shares of common stock and Preferred Shares taken together; (iv) Each Preferred Share shall be convertible into .001% of the number of the issued and outstanding shares of Common Stock at that time. The complete designations are included in Exhibit 99.1.

Series B Convertible Preferred Stock Purchase Agreement. On August 31, 2016, Oncologix Tech, Inc. (the “Company”), entered into a Series B Convertible Preferred Stock Purchase Agreement (“Agreement”) with Diversified Innovative Marketing Enterprises, Ltd. (DIMEVC) for the purchase of up to 53,000 shares of its Series B Convertible Preferred Stock for a total investment of up to ten million dollars ($10,000,000) to be utilized for debt restructuring, working capital, and acquisition capital. The ten million dollar investment is to be issued to the Company in three (3) tranches in the amounts of four million dollars, one million dollars and five million dollars, respectively. The tranches are to be delivered over a period of ninety (90) days. The initial tranche of four million dollars was to be delivered on September 2, 2016. As of the filing of this report, no funds have been received by Oncologix pursuant to the executed contracts and DIMEVS is in default. The CEO of DIMEVC stated that the funds were stolen by an offshore party that has not been disclosed to the Company and that they are seeking to recover the funds. Further, the CEO of DIMEVS stated that when the funds are recovered the Company will be funded within thirty (30) days. No shares of Preferred Stock have been, or will be, conferred until successful funding. Upon the successful funding of the ten million dollars, DIME would have effective control of 53% of the Company’s voting and outstanding shares of stock. The Series B Convertible Preferred Stock Purchase Agreement is attached in Exhibit 99.2.

Senior Secured Credit Agreement Amendment Payoff. During August 2016, the Company, together with the participation of the CEO at DIMEVC, negotiated in good faith with its senior secured lender, TCA Global Fund (TCA) for a final settlement of its Senior Secured Credit Agreement. The Company, together with DIMEVC executed all legal documents, with a final Settlement payment to TCA of $2,169,972.54. This payoff amount was valid and binding through September 2, 2016. At this time, due to the lapse of time and failure of DMIVES to execute, the Company remains in default under the terms of the TCA Credit Agreement.

Extension of Series B Convertible Preferred Stock Purchase Agreement. On September 5, 2016, Oncologix Tech, Inc. (the “Company”) and DIMEVC verbally agreed to an extension of the Stock Purchase Agreement to October 31, 2016. The Company agreed to a thirty (30) extension of the Agreement but has agreed to modify terms to include two (2) separate five million dollar tranches. Based on the Stock Purchase Agreement and DIMEVC representations, the Company believes it will be able to settle with TCA at the previous mutually agreed upon payoff amounts.