UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Oncolix, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00773M106
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 00773M106 | 2 of 6 |
| 1 | NAMES OF REPORTING PERSONS
Mallinckrodt plc | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,000,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,000,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents shares of common stock held by BioVectra Inc., an indirect wholly-owned subsidiary of Mallinckrodt plc. Mallinckrodt plc does not own any shares of common stock of the Issuer, but may be deemed to beneficially own the shares held by BioVectra Inc. |
| (2) | The denominator for this calculation is based on 114,227,936 shares of Company common stock outstanding as of November 12, 2018, as reported in the Company’s quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 19, 2018. |
SCHEDULE 13G
| CUSIP No. 00773M106 | 3 of 6 |
| 1 | NAMES OF REPORTING PERSONS
BioVectra Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Prince Edward Island | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,000,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,000,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents shares of common stock held by BioVectra Inc., an indirect wholly-owned subsidiary of Mallinckrodt plc. Mallinckrodt plc does not own any shares of common stock of the Issuer, but may be deemed to beneficially own the shares held by BioVectra Inc. |
| (2) | The denominator for this calculation is based on 114,227,936 shares of Company common stock outstanding as of November 12, 2018, as reported in the Company’s quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 19, 2018. |
SCHEDULE 13G
| CUSIP No. 00773M106 | 4 of 6 |
Explanatory Note
This Schedule 13G is filed to report the Reporting Persons’ beneficial ownership of common stock, $0.0001 par value per share, of Oncolix, Inc.. The Reporting Persons’ beneficial ownership of common stock as of December 31, 2018 and December 31, 2017 is set forth on the cover page hereto. As of December 31, 2017, the Reporting Persons’ beneficial ownership represented 9.6% of the outstanding share of Common Stock as of December 31, 2017 (based on 103,878,536 shares of Company common stock outstanding as of October 17, 2017, as reported in the Company’s quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on as of October 23, 2017).
| Item 1. | (a) Name of Issuer: | |||||||||||||||
| Oncolix, Inc. | ||||||||||||||||
| (b) Address of Issuer’s Principal Executive Offices: | ||||||||||||||||
| 14405 Walters Road, Suite 780, Houston, Texas 77014 | ||||||||||||||||
| Items 2. | (a) Name of Person Filing: | |||||||||||||||
| Mallinckrodt plc BioVectra Inc. | ||||||||||||||||
| (b) Address of Principal Business Office or, if None, Residence: | ||||||||||||||||
| Mallinckrodt plc - 3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW18 3AG, United Kingdom
BioVectra Inc. - 11 Aviation Avenue, Charlottetown, Prince Edward Island, Canada C1E 0A | ||||||||||||||||
| (c) Citizenship: | ||||||||||||||||
| Mallinckrodt plc – Ireland BioVectra Inc. – Prince Edward Island | ||||||||||||||||
| (d) Title of Class of Securities: | ||||||||||||||||
| Common Stock, $0.0001 par value per share | ||||||||||||||||
| (e) CUSIP Number: | ||||||||||||||||
| 00773M106 | ||||||||||||||||
| Item 3. | Not applicable. | |||||||||||||||
| Item 4. | Ownership: | |||||||||||||||
| (a) | Amount beneficially owned: 10,000,000 shares (1) | |||||||||||||||
| (b) | Percent of class: 8.8% (2) | |||||||||||||||
| (c) | Number of shares to which such Reporting Persons have: | |||||||||||||||
SCHEDULE 13G
| CUSIP No. 00773M106 | 5 of 6 |
| (i) | Sole power to vote or to direct the vote: 0 | |||||||||||||||
| (ii) | Shared power to vote or to direct the vote: 10,000,000 (1) | |||||||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |||||||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: 10,000,000 (1) | |||||||||||||||
| (1) Represents shares of common stock held by BioVectra Inc., an indirect wholly-owned subsidiary of Mallinckrodt plc. Mallinckrodt plc does not own any shares of common stock of the Issuer, but may be deemed to beneficially own the shares held by BioVectra Inc. (2) The denominator for this calculation is based on 114,227,936 shares of Company common stock outstanding as of November 12, 2018, as reported in the Company’s quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 19, 2018. | ||||||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||
| Not Applicable. | ||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||
| Not Applicable. | ||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |||||||
| Not Applicable. | ||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||
| Not Applicable. | ||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||
| Not Applicable. | ||||||||
| Item 10. | Certification. | |||||||
| Not Applicable. | ||||||||
Exhibits:
Exhibit 1 – Joint Filing Statement
SCHEDULE 13G
| CUSIP No. 00773M106 | 6 of 6 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2019
| MALLINCKRODT PLC |
| /s/ Stephanie D. Miller |
| Name: Stephanie D. Miller Title: Vice President, Corporate Secretary & International Legal |
| BIOVECTRA INC. |
| /s/ Stephanie D. Miller |
| Name: Stephanie D. Miller Title: Vice President and Corporate Secretary |
Exhibit 1
Joint Filing Agreement
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange) with respect to the common stock, $0.0001 par value per share, of Oncolix, Inc., and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
It is understood and agreed that the joint filing of this Schedule 13G shall not be construed as an admission that the reporting persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of February 11, 2019.
| MALLINCKRODT PLC |
| /s/ Stephanie D. Miller |
| Name: Stephanie D. Miller Title: Vice President, Corporate Secretary & International Legal |
| BIOVECTRA INC. |
| /s/ Stephanie D. Miller |
| Name: Stephanie D. Miller Title: Vice President and Corporate Secretary |