Received from Schwab today
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
NUGENEREX-IMUNNO-ONCOLOGY, INC.
10102 USA Today Way
Miramar, Florida 33025
(416) 364-2551
To the Stockholders of NuGenerex Immuno-Oncology, Inc.:
This Notice and the accompanying Information Statement are being furnished to the stockholders of NuGenerex
Immuno-Oncology, Inc, a Delaware corporation (the “Company,” “we,” “us,” or “our”), in connection with action
taken on May 21, 2021 by written consent, pursuant to Section 228 of the Delaware General Corporation Law, of the
stockholder who has the authority to vote a majority of the issued and outstanding shares of common stock, par value
$0.001 per share, to amend of our Amended and Restated Certificate of Incorporation to:
change the number and classification of the authorized shares of the Company from 750,000,000 shares of common
stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share to 235,000,000
shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), 500,000,000 shares of
Class B Common Stock, $0.001 par value per share (the “Class B Common Stock”) and 25,000,000 shares of preferred
stock, par value $0.001 per share.
The details of the foregoing actions and other important information are set forth in the accompanying Information
Statement. Our Board of Directors has unanimously approved the above actions.
The amendment to our Certificate of Incorporation will not be effective until filed with the Delaware Secretary of
State. We intend to file the amendment to our Certificate of Incorporation not less than twenty (20) calendar days after
the accompanying Information Statement is first mailed to our stockholders.
No action is required by you. The accompanying Information Statement is furnished to you only to inform you
of the actions described above before they take effect in accordance with Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended. This Information Statement is being furnished to you on or about
May 21 , 2021.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THE
HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO
APPROVE THE ACTIONS DESCRIBED HEREIN BY WRITTEN CONSENT IN LIEU OF A MEETING. SUCH
WRITTEN CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT UNDER
DELAWARE LAW, AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE
THESE ACTIONS.
The Information Statement is also available at the Securities and Exchange Commission’s website, www.sec.gov.
Dated: May 21, 2021 Sincerely,
/s/ Joseph Moscato
Joseph Moscato, Chief Executive Officer
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