Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
ONCOLOGY PHARMA, INC.
One Sansome Street
Suite 3500
San Francisco, CA 94104
_______________________________
(415) 869-1038
www.oncology-pharma.cominfo@oncology-pharma.com 2834
Quarterly Report
For the Period Ending: December 31, 2021
(the "Reporting Period")
As of December 31, 2021, the number of shares outstanding of our Common Stock was:
33,763,216
As of September 30, 2021, the number of shares outstanding of our Common Stock was:
31,563,216
As of March 31, 2021, the number of shares outstanding of our Common Stock was:
27,338,216
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ | No: ☒ |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
1 "Change in Control" shall mean any events resulting in:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 1 of 11 |
Yes: ☐ | No: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Oncology Pharma, Inc., Nevada Corporation, Active
SourcingLink.net, Inc., Nevada Corporation until 4/2019
QCS.net Corporation, Delaware Corporation until 7/1999
Parkway Capital Corporation, Colorado, until 6/1994.
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Nevada, Active
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On October 9, 2020, the Company implemented a decrease in common shares via a 1 for 100 reverse split.
The address(es) of the issuer's principal executive office:
One Sansome Street
Suite 3500
San Francisco, CA 94104
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
- Security Information
Trading symbol: | ONPH |
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 2 of 11 |
Exact title and class of securities outstanding: | Common | ||
CUSIP: | 68235J 201 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 900,000,000 | as of date: December 31, 2021 | |
Total shares outstanding: | 33,763,216 | as of date: December 31, 2021 | |
Number of shares in the Public Float2: | 12,018,031 | as of date: December 31, 2021 | |
Total number of shareholders of record: | 206 | as of date: December 31, 2021 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | None | ||||
Exact title and class of securities outstanding: | |||||
CUSIP: | |||||
Par or stated value: | |||||
Total shares authorized: | as of date: | ||||
Total shares outstanding: | as of date: | ||||
Transfer Agent | |||||
Name: | Olde Monmouth Stock Transfer Co. Inc. | ||||
Phone: | (732) 872-2727 | ||||
Email: | matt@oldemonmouth.com | ||||
Address: 200 Memorial Pkwy, Atlantic Highlands, NJ 07716 | |||||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐ | See following Table. |
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 3 of 11 |
Were the | ||||||||||
shares | ||||||||||
issued at a | ||||||||||
Value of | discount to | |||||||||
shares | market | Reason for share | Restricted | |||||||
Number of | issued | price at the | Individual/ Entity Shares were | issuance (e.g. for cash | or | |||||
Shares | ($/per | time of | issued to (entities must have | or debt conversion) OR | Unrestricted | Exemption or | ||||
Transaction | Issued (or | Class of | share) at | issuance? | individual with voting / investment | Nature of Services | as of this | Registration | ||
Date of Transaction | Type | cancelled) | Securities | Issuance | (Yes/No) | control disclosed). | Provided (if applicable) | filing? | Type? | |
Number of Shares outstanding as of April 1, 2019 | Common: | 1,248,961 | ||||||||
Preferred: | 1,000 | |||||||||
7/16/2019 | New | 1,000 | common | $ | 0.01 | No | Dr. Stefan Gruenwald | consulting | Restricted | 4(a)(2) |
Kalos Therapeutics (Control | ||||||||||
8/26/2019 | New | 25,000 | common | $ | 0.05 | No | Person: George Colberg) | Letter of Intent | Restricted | 4(a)(2) |
9/17/2019 | New | 85,000 | common | $ | 0.03 | No | Dr. Stefan Gruenwald | consulting | Restricted | 4(a)(2) |
10/30/2019 | New | 15,000 | common | $ | 0.03 | No | George Malasek | consulting | Restricted | 4(a)(2) |
10/30/2019 | New | 1,000 | common | $ | 0.03 | No | Daniel Chasse | consulting | Restricted | 4(a)(2) |
10/30/2019 | New | 5,000 | common | $ | 0.03 | No | Dimitrios Theofilopoulos | consulting | Restricted | 4(a)(2) |
Bright Star International, Inc. | ||||||||||
11/12/2019 | New | 125,000 | common | $ | 0.03 | No | (Control Person Kevin Dills) | Conversion of Debt | Unrestricted | Rule 144 |
11/12/2019 | New | 3,000 | common | $ | 0.03 | No | Dimitrios Theofilopoulos | consulting | Restricted | 4(a)(2) |
12/30/2019 | Canceled | 10,000 | common | NA | NA | Vijay Mahant | NA | Restricted | NA | |
NanoSmart Pharmaceuticals, Inc | ||||||||||
2/26/2020 | New | 2,500 | common | $ | 0.02 | No | (Control Person Henry Smith) | License Fee | Restricted | 4(a)(2) |
Number of Shares outstanding on April 1, 2020 | Common: | 1,501,461 | ||||||||
Preferred: | 1,000 | |||||||||
Kalos Therapeutics, Inc. (Control | ||||||||||
8/11/2020 | New | 50,000 | common | $ | 0.01 | No | Person: George Colberg) | Letter of Intent | Restricted | 4(a)(2) |
8/18/2020 | New | 5,000 | common | $ | 0.02 | No | Henry Smith | consulting | Restricted | 4(a)(2) |
8/18/2020 | New | 5,000 | common | $ | 0.02 | No | James R. Smith | consulting | Restricted | 4(a)(2) |
8/18/2020 | New | 5,000 | common | $ | 0.02 | No | Dr. Argyrios Theofilopoulos, MD | consulting | Restricted | 4(a)(2) |
10/9/2020 | New | 515,000 | common | $ | 0.70 | No | Dimitrios Theofilopoulos | legal fees | Restricted | 4(a)(2) |
10/9/2020 | New | 500,000 | common | $ | 0.70 | No | George Malasek | officer compensation | Restricted | 4(a)(2) |
10/9/2020 | New | 255 | common | $ | 0.70 | No | Cede & Co. | reverse split rounding | Restricted | 4(a)(2) |
10/9/2020 | New | 350,000 | common | $ | 0.70 | No | James R. Smith | consulting | Restricted | 4(a)(2) |
10/9/2020 | New | 350,000 | common | $ | 0.70 | No | Dr. Argyrios Theofilopoulos | consulting | Restricted | 4(a)(2) |
10/9/2020 | New | 350,000 | common | $ | 0.70 | No | Henry Smith | consulting | Restricted | 4(a)(2) |
10/9/2020 | New | 10,000,000 | common | $ | 0.70 | No | Charles Wagner | director fee | Restricted | 4(a)(2) |
10/9/2020 | New | 2,500,000 | common | $ | 0.70 | No | Carlos Barnett | director fee | Restricted | 4(a)(2) |
10/9/2020 | New | 2,500,000 | common | $ | 0.70 | No | Shawn Crouse | director fee | Restricted | 4(a)(2) |
10/9/2020 | New | 2,500,000 | common | $ | 0.70 | No | Stefan Gruenwald | director fee | Restricted | 4(a)(2) |
Bright Star International, Inc. | ||||||||||
10/22/2020 | New | 2,000,000 | common | $ | 0.42 | Yes | (Control Person Kevin Dills) | Conversion of Debt | Unrestricted | Rule 144 |
Life Sciences Journeys, Inc. | ||||||||||
10/27/2020 | New | 1,000,000 | common | $ | 0.42 | Yes | (Control Person Karen Alanis) | Conversion of Debt | Unrestricted | Rule 144 |
10/30/2020 | New | 1,000,000 | common | $ | 0.50 | No | James B. Smith | officer compensation | Restricted | 4(a)(2) |
Life Sciences Journeys, Inc. | ||||||||||
2/24/2021 | New | 1,700,000 | common | $ | 36.50 | Yes | (Control Person Karen Alanis) | Conversion of Debt | Unrestricted | Rule 144 |
Bright Star International, Inc. | ||||||||||
2/25/2021 | New | 500,000 | common | $ | 39.00 | Yes | (Control Person Kevin Dills) | Conversion of Debt | Unrestricted | Rule 144 |
Sybleu, Inc. (Control Person | ||||||||||
3/22/2021 | New | 6,500 | common | $ | 36.50 | No | David Koos) | License fee | Restricted | 4(a)(2) |
Number of Shares outstanding on April 1, 2021 | Common: | 27,338,216 | ||||||||
Preferred: | 1,000 | |||||||||
Regen Biopharma, Inc. (Control | ||||||||||
4/12/2021 | New | 50,000 | common | $ | 28.00 | No | person: David Koos) | License fee | Restricted | 4(a)(2) |
Life Sciences Journeys, Inc. | ||||||||||
5/5/2021 | New | 800,000 | common | $ | 37.48 | Yes | (Control person: Kevin Dills) | Conversion of Debt | Unrestricted | Rule 144 |
Bright Star International, Inc. | ||||||||||
8/4/2021 | 1,600,000 | common | $ | 21.70 | Yes | (Control person: Kevin Dills) | Conversion of Debt | Unrestricted | Rule 144 | |
Kalos Therapeutics, Inc. (Control | Shares | |||||||||
8/6/2021 | (25,000) | common | $ | 2.17 | No | person: George Colberg) | Legal Settlement | Cancelled | Rule 144 | |
OTC Markets Group Inc. | Bright Star International, Inc. | |||||||||
OTC Pink Basic Disclosure | Guidelines (v3 | February | 2021) | Page | 4 of 11 | |||||
Yes | (Control person: Kevin Dills) | Rule 144 | ||||||||
9/22/2021 | 1,800,000 | common | $12.38 | Conversion of Debt | Unrestricted | |||||
Bright Star International, Inc. | ||||||||||
11/17/2021 | 2,200,000 | common | $ | 8.05 | Yes | (Control person: Kevin Dills) | Conversion of Debt | Unrestricted | Rule 144 | |
Number of Shares outstanding on December 31, 2021 | Common: | 33,763,216 | ||||||||
Preferred: | 1,000 |
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 5 of 11 |
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Oncology Pharma Inc. published this content on 14 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 February 2022 20:42:07 UTC.