DNAGO and Oncologix Tech, Inc. Announce Agreement for Business Combination to Create Publicly Listed Company Focused on Providing clinical genetic testing on all 20,000+ genes encompassing 7,000+ rare genetic diseases at affordable price
- In conjunction with the business combination agreement, the parties have several local and international commitments for new investments by institutional investors, including Digital Assets and Intellectual Property licensing.
Los Angeles, California, May 02, 2022 (GLOBE NEWSWIRE) — Oncologix Tech, Inc. (OTC: OCLG) (“OCLG”), an OTC Market company and DNAGO.Ai (“DNAGO”), a biopharmaceutical company providing clinical genetic testing on all 20,000+ genes encompassing 7,000+ rare genetic diseases at an affordable price for patients in need with DNAGO’s AI System, today announced they have entered into a definitive business combination agreement. Upon consummation of this combination, OCLG will be renamed DNAGO (the “combined company”) and its common stock and warrants are expected to remain listed on OTC Market under the ticker symbols OCLG.
The combined company will continue DNAGO’s operations and remain focused on providing clinical genetic testing on all 20,000+ genes encompassing 7,000+ rare genetic diseases at an affordable price for patients in need with DNAGO’s AI System.
Following the successful combination, Mr. Frank I Igwealor resigned from the position of President and CEO of OCLG and Ms. Madeline Choi was appointed as the new Chief Executive Officer (CEO). The combined OCLG and DNAGO Company will be led by Madeline Choi, Chief Executive Officer (CEO) and her Executive Team of DNAGO
“We are grateful for the strong support from new and existing investors and the team of seasoned entrepreneurs at OCLG. We expect this transaction to accelerate the execution of DNAGO’s vision to provide clinical genetic testing on all 20,000+ genes encompassing 7,000+ rare genetic diseases at an affordable price for patients in need with “DNAGO’s AI System” said by Madeline Choi. “We are encouraged by the public reception of our business model shown by the investors’ reaction when they learned about DNAGO vision.”
Frank I Igwealor, OCLG’s former President and CEO, said: “OCLG evaluated multiple biotechnology and life science companies and was most impressed by the talent and technology assembled by DNAGO. We believe DNAGO could be one of the most promising innovative clinical genetic testing companies in the emerging industry sector who could conceivably make more conveniently ‘off-the-shelf’ and affordable testing kits.”
DNAGO‘s Genetic Testing Approach
DNAGO aims to accelerate patient access to transformational diagnostic testing for patients across all rare genetic diseases, including Cystic fibrosis, Fabry disease, Epilepsy, Hemophilia, all types of hereditary cancers, etc.
Decoding all genes
A genetic variant in a gene causes a rare genetic disease. To maximize the diagnostic yield, all DNA sequences of 20,000 genes can be decoded by whole exome sequencing. With the advanced sequencing technology, 99.3% of gene regions are decoded on average.
One symptom, many potential diseases
Why do we decode whole genes? Genetic mutations in different genes can cause common symptoms. For example, if a patient has symptoms related to the nervous system, 3,394 diseases with different genetic origins could be the cause. Therefore all 3,394 diseases need to be tested for the diagnosis. To test all rare genetic diseases and maximize diagnostic yield, we decode all genes.
DNAGO Pipeline
Our standard sales pipeline includes Lead Generation, Qualification, Consultation, Proposal, Sales, and leads through social media ads, google ads, Traditional print and media ads, and Organic content, such as blogging. Types of media, YouTube videos, Instagram, Facebook Lives, Twitter, Specific magazines, Certain apps, Certain brands, and distributors.
Summary of Transaction
The transaction, which has been approved by each of OCLG’s and DNAGO ‘s Boards of Directors, is expected to be completed in the second quarter of 2022, subject to approval by OCLG’s and DNAGO ‘s shareholders and satisfaction, or the waiver of, customary closing conditions identified in the business combination agreement (“SPA”).
OCLG and DNAGO have agreed in the business combination agreement to take all necessary action to cause the board of directors of the combined company immediately following the closing to consist of directors, all of whom will be designated by DNAGO. Each designee will meet the director qualification and eligibility criteria of the Nominating and Corporate Governance, and at least two of designees will qualify as independent directors.
Alpha Advocate Law Group PC. is serving as legal advisor to OCLG on this transaction.
The combined company will continue DNAGO’s operations and remain focused on providing clinical genetic testing on all 20,000+ genes encompassing 7,000+ rare genetic diseases at an affordable price for patients in need with DNAGO’s AI System.
About DNAGO
DNAGO.Ai, DNAGO is a biopharmaceutical company providing clinical genetic testing on all 20,000+ genes encompassing 7,000+ rare genetic diseases at an affordable price for patients in need with DNAGO’s AI System, announced they have entered into a definitive business combination agreement. Upon consummation of this combination, OCLG will be renamed DNAGO (the “combined company”) and its common stock and warrants are expected to remain listed on OTC Market under the ticker symbols OCLG.
About Oncologix Tech, Inc.
Oncologix Tech, Inc., a Nevada corporation, is listed on the OTC Pink Markets under the trading symbol OCLG. Oncologix Tech, Inc. was originally formed in 1995 as “Wavetech, Inc.” a New Jersey corporation and changed its corporate domicile to Nevada in December 1997, by merging into a Nevada corporation named, “Interpretel International, Inc.” The Company subsequently changed its name, first to “Wavetech International, Inc.” and then, in 2000, to “BestNet Communications Corp.” In July 2006, it changed its business model to medical device products. In July 2006, it acquired JDA Medical Technologies, Inc. (“JDA”) and merged the business into Oncologix Corporation, a wholly owned subsidiary. On January 22, 2007, the Company changed its name to Oncologix Tech, Inc., to reflect its new business model.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will, “estimate,” “continue,” “anticipate,” “intend,” expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to statements regarding estimates and forecasts of financial and performance metrics, including the benefits of the proposed business combination, the anticipated timing of the proposed business combination, DNAGO’s expectations regarding cash runway, projections of market opportunity, operating results, debt levels, potential revenues, business strategies, various addressable markets, anticipated trends, industry environment, developments in markets in which DNAGO operates, the initiation, timing, progress, scope and results of DNAGO ‘s ongoing pre-clinical studies, planned clinical trials and research and development programs, the timing, availability and presentation of pre-clinical and regulatory developments, DNAGO ‘s ability to timely file and obtain approval of investigational new drug applications for its planned clinical trials, the potential benefits of DNAGO ‘s platforms, programs and product candidates, the development and the commercial potential, growth potential and market opportunity for DNAGO ‘s product candidates, if approved, and the drivers, timing, impact and results thereof, the potential and future results of current and planned collaborations, DNAGO ‘s ability to obtain and maintain regulatory approval of any of DNAGO ‘s product candidates, DNAGO ‘s plans to research, discover and develop additional product candidates, including by leveraging other technologies and expanding into additional indications, DNAGO ‘s ability to expand its manufacturing capabilities, and to manufacture its product candidates and scale production, DNAGO ‘s ability to meet certain milestones , and the effects of regulations and OCLG’s or DNAGO ‘s projected future results. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective managements of DNAGO and OCLG and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions this press release relies on. Many actual events and circumstances are beyond the control of DNAGO and OCLG. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political, economic and legal conditions; (ii) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of OCLG’s securities; (iii) failure to realize the anticipated benefits of the business combination or to obtain additional financing, including financing the parties intend to obtain prior to the consummation of the business combination to meet the minimum cash condition contained in the business combination agreement related to the proposed business combination and to fund operations and future product development; (iv) risks relating to the uncertainty of projected information, including DNAGO ‘s ability to project future capital needs, cash utilization and potential cash inflows, and timing with respect to DNAGO and its product candidates; (v) uncertainties inherent in research and development, including related to safety, progression of and results from its ongoing pre-clinical studies and planned clinical trials candidates; (vi) difficulties arising from DNAGO ‘s third-party licenses, or supply-chain or manufacturing challenges; (vii) unexpected safety or efficacy data observed during pre-clinical or clinical studies; (viii) the failure of the data from DNAGO ‘s pre-clinical trials to be indicative in human trials; (ix) the ability of DNAGO to protect its intellectual property rights; (x) trends in the industry, changes in the competitive landscape, and delays or disruptions due to the COVID-19 pandemic, including the risk that the ongoing COVID-19 pandemic and the associated containment efforts may disrupt DNAGO’s business and/or the global healthcare system (including its supply chain) more severely than it has to date or more severely than anticipated; (xi) the effects of competition on DNAGO’s future business and the ability of the combined company to grow and manage growth profitably, maintain relationships with collaborators, manufacturers, suppliers, licensors or strategic partners and retain its management and key employees; (xii) changes in the legal and regulatory framework for the industry or unexpected litigation or disputes and future expenditures; (xiii) the risk that the proposed business combination may not be completed by OCLG’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by OCLG; (xiv) the failure to satisfy the conditions to the consummation of the proposed business combination in the anticipated manner or on the anticipated timeline, including the approval of the proposed business combination by the stockholders of OCLG and DNAGO, the satisfaction of the minimum trust account amount following redemptions by OCLG’s public stockholders and the receipt of certain governmental and regulatory approvals; (xv) the effect of the announcement or pendency of the proposed business combination on DNAGO ‘s business relationships, performance, and business generally; (xvi) risks that the announcement and consummation of the proposed business combination disrupts current plans and operations of DNAGO and OCLG and potential difficulties in DNAGO employee retention as a result of the proposed business combination; (xvii) the outcome of any legal proceedings that may be instituted against OCLG or DNAGO related to the agreement and plan of merger or the proposed business combination; (xviii) the ability to maintain the listing of OCLG’s securities on the OTC Market or the combined company’s securities on the OTC Market or another securities exchange; (xix) the price of OCLG’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which DNAGO plans to operate, variations in performance across competitors, changes in laws and regulations affecting DNAGO ‘s business and changes in the combined capital structure; (xx) any changes to accounting methods of OCLG; (xxi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; and (xxii) those factors discussed in OCLG’s Annual Report. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither OCLG nor DNAGO presently knows, or that OCLG or DNAGO currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect OCLG’s and DNAGO ‘s expectations, plans, or forecasts of future events and views as of the date of this press release. OCLG and DNAGO anticipate that subsequent events and developments will cause OCLG’s and DNAGO ‘s assessments to change. However, while OCLG and DNAGO may elect to update these forward-looking statements at some point in the future, OCLG and DNAGO specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing OCLG’s and DNAGO ‘s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Contact:
Info@dnago.ai
Madeline Choi
