Update on Corporate Activities
AEPP Announces Proposed Name Change to Oncolix, Inc.
HOUSTON, TX, August 22, 2017 -- AEPP, a Houston-based biotechnology company focused on gynecological cancers, today announced it intends to change its name to Oncolix, Inc. The new name is expected to be effective after the mailing of notice to its shareholders in September. The Company also intends to adopt a new stock symbol at that time. AEPP recently acquired all of the outstanding securities of Oncolix, Inc. in a reverse merger completed on August 3, 2017.
“We are very excited about the name change as it more accurately reflects our focus as an emerging biopharmaceutical company with a clinical-stage asset”, said Michael Redman, CEO of AEPP. “This is the latest in a series of steps to re-position AEPP as a biopharmaceutical company with an exciting product portfolio.”
As Oncolix, the company expects to accelerate this transformation through the execution of key priorities and anticipated milestones, including:
Investor Conference Call on Thursday, August 10 at 8:30 am ET
Oncolix, Inc. Completes Merger with Advanced Environmental Petroleum Producers and $2 Million Financing
Houston, Texas – Aug 7, 2017 – Oncolix, Inc., a clinical-stage biotechnology company developing Prolanta™ for the treatment of ovarian cancer, today announced the completion of a merger between Oncolix and a wholly-owned subsidiary of Advanced Environmental Petroleum Producers, Inc. (OTCQB: AEPP), whereby Oncolix became a wholly-owned subsidiary of AEPP.
“Oncolix has come a long way since the initial collaboration with The University Texas MD Anderson Cancer Center that published the efficacy data demonstrating Prolanta’s™ novel mechanism of action of induced autophagy, and the synergy of Prolanta™ with chemotherapy”, stated Michael T. Redman, Chairman of the Board of AEPP. “With an ongoing Phase I human clinical trial in ovarian cancer patients and the FDA granting Prolanta™ Orphan Drug status for the treatment of ovarian cancer, our strategy is to develop Prolanta™ not only to target ovarian cancer but other solid tumor indications such as breast, prostate and other cancers.”
Mr. Redman continued, “we believe the Oncolix merger offers AEPP shareholders the opportunity to participate in the exciting field of biotechnology and new cancer drug development.”
In conjunction with the merger, AEPP consummated a private placement of debt securities, resulting in gross proceeds of $2.0 million. Newbridge Securities Corporation, through LifeTech Capital, acted as lead placement agent for the offering and as financial advisor for the merger.
Terms of the Merger and Recapitalization
Pursuant to the terms of the Oncolix merger and recapitalization, a total of 71.8 million shares of AEPP common stock were issued to the former common stock holders of Oncolix and 62.1 million shares of AEPP Series A preferred stock were issued to the former preferred stock holders of Oncolix. Each share of Series A preferred stock issued by AEPP is convertible into one share of AEPP common stock, has voting rights, a liquidation preference, and other customary rights and preferences. As a result of the merger and recapitalization, Oncolix became a wholly-owned subsidiary of AEPP, and the shares of AEPP owned by Oncolix were cancelled. As of the closing of the merger, a total of 103.5 million shares of AEPP common stock are issued and outstanding. All of the AEPP capital stock issued to the holders in conjunction with the Oncolix merger and recapitalization are restricted from trading in the public market pursuant to Rule 144 for 12 months following the closing of the transaction.
Terms of Debt Financing
As part of the transaction, AEPP issued $4,190,464 aggregate principal amount of 10%, senior secured notes due November 2018. The $2,352,942 aggregate principal amount of such notes were issued at discount for $2 million in cash proceeds. Furthermore, $1,837,522 of such notes were issued in exchange for existing Oncolix debt obligations in the amount of $1,561,894. The notes are initially convertible at a fixed price into 55,932,836 shares of AEPP common stock subject to future adjustment. AEPP is required to make monthly amortization payments of 1/7th of the principal amount of the notes, commencing on the 9-month anniversary of issuance. The notes are secured by all the assets of AEPP and Oncolix and guaranteed by Oncolix. Additionally, five-year warrants to purchase 55,932,836 shares of AEPP common stock at an exercise price of $0.09 per share, were issued in connection with the debt financing. In connection with the issuance of these notes and warrants, the Company granted registration rights to register the resale of the shares underlying both the notes and warrants.
The Company will file a Form 8-K with the Securities and Exchange Commission describing in detail this debt financing (including the transactional documents issued in connection with the debt financing) as well as providing the “Form 10 Information” regarding Oncolix no later than Wednesday, August 9, 2017.
Board of AEPP Announces Terms of Proposed Acquisition of Oncolix, Inc.
Houston, Texas, July 24, 2017. Advanced Environmental Petroleum Producers, Inc. (OTCQB: AEPP) today announced the signing of an agreement and plan of merger (the “Merger”) for the acquisition of all of the outstanding securities of Oncolix, Inc., a private clinical-stage biotechnology company developing Prolanta™ for the treatment of ovarian cancer (“Oncolix”). Both the Board of Directors of AEPP and the majority of Oncolix Shareholders have approved the Merger. If this Merger closes, Oncolix will become a wholly-owned subsidiary of AEPP through a merger transaction. The Merger is subject to certain conditions to closing.
"Oncolix has come a long way since the initial collaboration with The University of Texas MD Anderson Cancer Center that discovered the mechanism of action of Prolanta and published the efficacy data demonstrating that Prolanta is effective either used alone or in combination with chemotherapy in orthotopic mouse models”, stated Michael T. Redman, Chairman of AEPP. “Since this discovery, Prolanta has received Orphan Drug Designation and clearance from the FDA to commence a Phase 1 dose-escalation study in women with ovarian cancer. While this trial is now ongoing, we look forward to developing Prolanta for additional solid tumor indications as well such as breast, uterine, prostate and other cancers.”
Mr. Redman continued, “After consultation with our financial, tax and legal advisers, we believe the Merger with Oncolix offers the stockholders of AEPP an opportunity to participate in an exciting field of biotechnology and new cancer drug development. Today, AEPP has no operations or assets. We offer the Oncolix stockholders the opportunity to combine with AEPP, allowing AEPP to seek funding for the drug development activities in both the public and private markets. Although the current stockholders of Oncolix will be unable to sell their AEPP capital stock in the public market pursuant to Rule 144 for at least 12 months, this merger should offer long-term liquidity opportunities.” Mr. Redman is also the CEO and a stockholder of Oncolix.
About the Proposed Merger
Pursuant to the terms of the Merger, AEPP will issue 71.8 million shares of AEPP common stock for all of the outstanding common stock of Oncolix. The existing shares of AEPP common stock owned by Oncolix will be cancelled in the Merger, resulting in 103.5 million total shares of AEPP common stock issued and outstanding at the closing of the Merger. In addition, AEPP will create a designation of Series A Preferred Stock (substantially identical to the existing designation of Oncolix preferred stock) and issue approximately 62.1 million shares of voting Series A Preferred Stock for all of the outstanding voting Series A Preferred Stock of Oncolix. All of the AEPP capital stock issued to these Oncolix stockholders will be restricted from trading in the public market pursuant to Rule 144 for 12 months following the closing of the Merger.
Each share of Series A Preferred Stock to be issued by AEPP will be convertible into one share of Common Stock, have voting rights, a liquidation preference, and other customary rights and preferences. In addition, the holders of Series A Preferred Stock will have the right to separately elect one member to the Board of Directors of AEPP. The actual number of shares of AEPP Series A Preferred Stock to be issued or AEPP Common Stock to be issued upon conversion may increase if certain anti-dilution provisions are triggered based on the issuance or actual conversion price of other securities.
AEPP will reserve approximately 179 million shares of common stock to be issued upon exercise of options and warrants issued by Oncolix and the conversion of Oncolix convertible debt outstanding as of this date. The convertible debt of Oncolix has demand registration rights for the underlying common stock, and these rights will survive the Merger. The number of shares of AEPP common stock issuable upon exercise or conversion of these securities is subject to adjustment based on the trading price of the AEPP common stock post-closing.
There can be no assurances that the Merger will be consummated. If the Merger closes, AEPP will make significant disclosures regarding the operations and financial position of Oncolix promptly after the closing.
Oncolix Provides Update to Stockholders
Houston, Texas, June 28, 2017. Advanced Environmental Petroleum Producers, Inc. (OTCQB: AEPP) today provided an update to its stockholders. The Board of Directors of AEPP has no current plans to reincorporate AEPP or to effect a reverse split of its shares of common stock.
"We have no current plans to effect a forward or reverse spilt of AEPP's common stock", stated Michael T Redman, Chairman of the Board. "We will continue to evaluate the establishment of new operations with the goal to attract external financing and allow us to ultimately seek listing on a more-established trading venue, which we believe is in the best interest of our stockholders."
AEPP currently is 66% owned by Oncolix, Inc., which acquired its ownership on April 6, 2017 as previously disclosed in SEC filings. In connection with this acquisition by Oncolix, the prior officers and directors of AEPP, including Brian Kistler, resigned and are unaffiliated with AEPP. Michael T Redman and J Donald Payne currently serve as the sole officers and directors of AEPP.
"We continue to evaluate options which we consider to be in the best interest of AEPP's stockholders. These options include an offer to the stockholders of Oncolix to acquire all of the outstanding stock of Oncolix and merge the two companies. In consultation with our legal, tax and financial advisors, we intend to finalize the terms and conditions of such offer during July 2017. Of course, there can be no assurance that such terms and conditions will be acceptable to the stockholders of Oncolix."
Oncolix, Inc. Announces Acquisition of Public Entity
HOUSTON, TX, April 6, 2017 / -- ONCOLIX, INC., announced today it has finalized the purchase of a control stockholder’s interest in a public entity (Advanced Environmental Petroleum Producers, Inc. ("AEPP")). This public vehicle is now a partially-owned affiliate of Oncolix, Inc. Currently a private Delaware corporation, Oncolix is evaluating options that will allow its stock to be publicly traded.
Oncolix, Inc. Commences Phase 1 Clinical Trial for the Treatment of Ovarian Cancer
Oncolix, Inc. Announces Capital Raise of $4.2 Million
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