AVDX / AvidXchange Holdings, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

OBMP / OncBioMune Pharmaceuticals, Inc. / Avant Diagnostics, Inc Activist Investment

SC 13D 1 sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ONCBIOMUNE PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68235A200 (CUSIP Number) Michael Ruxin, M.D. Chief Executive Officer Avant Diagnostics, Inc. 15000 W. 6th Ave., Suite 400 Golden, C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2019 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 82-4751804 (State or other jurisdiction of incorporation) (Commission Fil

Form of Subscription Agreement for the Series D Preferred Stock Financing

EXHIBIT A SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Avant Diagnostics, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2019 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 82-4751804 (State or other jurisdiction of incorporation) (Commission

Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock, filed with the Nevada Secretary of State on March 15, 2019.

AVANT DIAGNOSTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES The undersigned, Scott VanderMeer, does hereby certify that: 1. He is the Interim Chief Financial Officer, of Avant Diagnostics, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue 50,0

AVDX / Avant Diagnostics, Inc. (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: December 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNO

AVDX / Avant Diagnostics, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54004 AVANT DIAGNO

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 82-4751804 (State or other jurisdiction of incorporation) (Commission

AVDX / Avant Diagnostics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNOSTIC

AVDX / Avant Diagnostics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNOSTI

AVDX / Avant Diagnostics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNO

AVDX / Avant Diagnostics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNOSTIC

AVDX / Avant Diagnostics, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54004 AVANT DIAGNO

AVDX / Avant Diagnostics, Inc. / Coastal Investment Partners, Llc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AVANT DIAGNOSTICS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 05350M106 (CUSIP Number) May 25, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

AVDX / Avant Diagnostics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNOSTI

AVDX / Avant Diagnostics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: December 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54004 AVANT DIAGNO

Avant Diagnostics, Inc. 1050 30th Street NW Suite 107 Washington, DC 20007

AVANT DIAGNOSTICS COMMENTS ON HALT OF TRADING OF COMMON STOCK Avant Diagnostics, Inc.

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commissio

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commissio

Form of Subscription Agreement for the Series C Financing

Exhibit 10.2 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to 500,000 shares of the

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, filed with the Nevada Secretary of State on August 24, 2018 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on August 28, 2018)

Exhibit 3.2 AVANT DIAGNOSTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES The undersigned, Scott VanderMeer, does hereby certify that: 1. He is the Interim Chief Financial Officer, of Avant Diagnostics, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission F

AVDX / Avant Diagnostics, Inc. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54329 AVANT DIAGNOSTIC

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission File

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporati

Consulting Agreement, dated May 25, 2018, by and between Avant Diagnostics, Inc. and AVDX Investor Group LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K/A filed on June 13, 2018)

Exhibit 10.9 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made as of May 25, 2018, between ADVX INVESTORS GROUP LLC., a Delaware Limited Liability Company (the “Consultant”), Jeffrey Busch (the “Designated Person”) and AVANT DIAGNOSTICS, INC., a Nevada corporation (the “Company”). RECITALS WHEREAS, Consultant has expertise in the area of the Company’s business and is willin

AVDX / Avant Diagnostics, Inc. SCHEDULE 14F-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its corporate charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employ

Form of Termination Agreement, dated May 25, 2018, by and between the Company and the 2017 Investors

Exhibit 10.3 TERMINATION AND GENERAL RELEASE AGREEMENT THIS TERMINATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2018 (the “Effective Date”) by and between (i) Avant Diagnostics, Inc. (the “Company”), and (ii) (“Investor”). THE PARTIES ENTER INTO THIS AGREEMENT ON THE BASIS OF THE FOLLOWING FACTS, INTENTIONS AND UNDERSTANDINGS: A. The Company and Inve

Form of Subscription Agreement for the Series A Financing (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on May 25, 2018 and incorporated herein by reference).

Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to 1,500,000 shares of th

Exchange Agreement, dated May 25, 2018, by and between the Company and Coastal Investment Partners, LLC

Exhibit 10.4 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”) is made effective as of May 25, 2018 (the “Execution Date”) by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and Coastal Investment Partners LLC (the “Investor”). RECITALS WHEREAS, the Company and the Investor entered into certain Securities Purchase Agreement dated July 6, 2016 (the “Purchase Agre

Form of Promissory Note issued to Black Mountain Equity Partners LLC, dated May 25, 2018

Exhibit 4.3 PROMISSORY NOTE Washington, D.C. Dated: May 25, 2018 $20,000.00 For value received, Avant Diagnostics, Inc., (“Borrower”) promises to pay to the order of Black Mountain Equity Partners LLC (the “Lender”) or at any other address Lender hereafter designates to the Borrower, in lawful money of the United States, the sum of TWENTY THOUSAND AND 00/100 DOLLARS ($20,000.00) (the “Principal Su

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission File

Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, filed with the Nevada Secretary of State on May 25, 2018 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on May 25, 2018 and incorporated herein by reference).

Exhibit 3.1 AVANT DIAGNOSTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES The undersigned, Scott VanderMeer, does hereby certify that: 1. He is the Interim Chief Financial Officer, of Avant Diagnostics, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized t

Employment Agreement, dated May 25, 2018, by and between the Company and Jeff Busch

Exhibit 10.8 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and Jeffrey Busch (“Employee”) effective as of May 25, 2018 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee sh

Form of Exchange Agreement by and between the Company and the 2017 Investors and the 2016 Investors

Exhibit 10.2 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”) is made effective as of May 25, 2018 (the “Execution Date”) by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and (the “Investor”). RECITALS WHEREAS, the Company has previously issued to the Investor (i) certain Convertible Promissory Notes dated , for an aggregate principal amount of $ (collectivel

Form of Convertible Promissory Note issued to Coastal Investment Partners, LLC, dated May 25, 2018

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Promissory Note issued to 2016 Investors, dated May 25, 2018

Exhibit 4.1 PROMISSORY NOTE Washington, D.C. Dated: May 25, 2018 $47,259.00 For value received, Avant Diagnostics, Inc., (“Borrower”) promises to pay to the order of (the “Lender”) or at any other address Lender hereafter designates to the Borrower, in lawful money of the United States, the sum of FORTY-SEVEN THOUSAND TWO HUNDRED FIFTY NINE AND 00/100 DOLLARS ($47,259.00) (the “Principal Sum”) and

Termination Agreement, dated May 25, 2018, by and between the Company and Coastal Investment Partners, LLC

Exhibit 10.5 TERMINATION AND GENERAL RELEASE AGREEMENT THIS TERMINATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2018 (the “Effective Date”) by and between (i) Avant Diagnostics, Inc. (the “Company”), and (ii) Coastal Investment Partners LLC (“Investor”). THE PARTIES ENTER INTO THIS AGREEMENT ON THE BASIS OF THE FOLLOWING FACTS, INTENTIONS AND UNDERST

Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Nevada Secretary of State on May 25, 2018.

Exhibit 3.2 AVANT DIAGNOSTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES The undersigned, Scott VanderMeer, does hereby certify that: 1. He is the Interim Chief Financial Officer of Avant Diagnostics, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to

Employment Agreement, dated May 25, 2018, by and between the Company and Dr. Mick Ruxin, M.D.

Exhibit 10.7 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and Michael I. Ruxin, M.D. (“Employee”) effective as of May 25, 2018 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Em

Exchange Agreement, dated May 25, 2018, by and between the Company and Black Mountain Equity Partners, LLC

Exhibit 10.6 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”) is made effective as of May 25, 2018 (the “Execution Date”) by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and Black Mountain Equity Partners, LLC (the “Investor”). RECITALS WHEREAS, the Company and the Investor entered into a convertible promissory note, dated November 11, 2016 in the aggregate

Asset Purchase Agreement, dated March 30, 2018, by and between Avant Diagnostics, Inc. and Amarantus Bioscience Holdings, Inc.*

Exhibit 2.1 ASSET PURCHASE AGREEMENT dated as of March 30, 2018, between Avant Diagnostics, Inc., a Nevada corporation (“Seller”), and Amarantus Bioscience Holdings, Inc., a Nevada corporation (“Purchaser”). WHEREAS, the Seller desires to sell, transfer and assign to Purchaser, and Buyer desires to purchase, acquire and assume from the Seller, the Acquired Assets and the Assumed Liabilities, all a

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2018 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission Fi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2017 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission

Settlement Agreement, dated December 15, 2017, by and between Avant Diagnostics, Inc. and Philippe Goix

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the ?Agreement?) is by and between Philippe Goix (?Executive?) and Avant Diagnostics, Inc., a Nevada corporation (the ?Company?). WHEREAS, Executive?s status as an employee and director of the Company will end effective on December 4, 2017 (the ?Termination Date?); and WHEREAS, Executive and the Company desire to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 f8k110717a1avantdiag.htm AMENDMENT NO. 1 TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2017 (November 7, 2017) AVANT DIAGNOSTICS, INC. (Exact name of registrant as specif

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

avdx8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2017 (November 7, 2017) AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction

Avant Diagnostics’ Newly Appointed President & CEO Philippe Goix Provides Update to Shareholders

Exhibit 99.1 Avant Diagnostics’ Newly Appointed President & CEO Philippe Goix Provides Update to Shareholders GAITHERSBURG, MD – September 27, 2017 - Avant Diagnostics, Inc. (“Avant” or the “Company”) (OTC: AVDX), an oncology-focused healthcare technology company commercializing the proprietary Theralink® phospho-protein biomarker platform across multiple cancers, today announced newly appointed P

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2017 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commissio

Pledge Agreement, dated July 14, 2017, by and between Avant Diagnostics, Inc. and Coastal Investment Partners LLP (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed on September 26, 2017)

EX-10.5 18 f8k061917ex10-5avantdiag.htm PLEDGE AGREEMENT, DATED JULY 14, 2017, BY AND BETWEEN AVANT DIAGNOSTICS, INC. AND COASTAL INVESTMENT PARTNERS LLP Exhibit 10.5 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of July 14, 2017, by and between AVANT DIAGNOSTICS, INC., a Nevada corporation, (the “P

Exchange Agreement, dated July 14, 2017, by and between Avant Diagnostics, Inc. and Coastal Investment Partners LLP (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.4 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?) is made effective as of July 14, 2017 (the ?Execution Date?) by and among Avant Diagnostics, Inc., a Nevada corporation (the ?Company?) and Coastal Investment Partners LLC (the ?Investor?). RECITALS WHEREAS, the Company and the Investor entered into certain Securities Purchase Agreement dated July 6, 2016 (the ?Purchase Agr

Confidential Settlement Agreement, dated June 8, 2017, by and between the parties to the THI Litigation (incorporated by reference to Exhibit 10.18 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.18 CONFIDENTIAL SETTLEMENT AGREEMENT This Confidential Settlement Agreement (?Agreement?) is made and entered into on June 8, 2017 (the ?Settlement Effective Date?) by and between the undersigned parties, John G. Hartwell (?Hartwell?), Corrine Ramos (?Ramos?), and collectively with Hartwell, the ?Plaintiff?), Avant Diagnostics, Inc. (?Avant?), Avant Diagnostics Acquisition Corporation (

Senior Secured Promissory Note, dated August 8, 2017 issued to the August 2017 Investor (incorporated by reference to Exhibit 4.7 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.7 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

Securities Purchase Agreement, dated August 8, 2017, by and between Avant Diagnostics, Inc. and the August 2017 Investor (incorporated by reference to Exhibit 10.9 of the Current Report on Form 8-K filed on September 26, 2017)

EX-10.9 22 f8k061917ex10-9avantdiag.htm SECURITIES PURCHASE AGREEMENT, DATED AUGUST 8, 2017, BY AND BETWEEN AVANT DIAGNOSTICS, INC. AND THE AUGUST 2017 INVESTOR Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 8, 2017, is by and between Avant Diagnostics, Inc., a Nevada corporation with offices located at 217 Perry Parkway Suite 8,

Pledge Agreement dated September 5, 2017, by and between Avant Diagnostics, Inc. and the September 2017 Investor (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed on September 26, 2017)

EX-10.13 26 f8k061917ex10-13avantdiag.htm PLEDGE AGREEMENT DATED SEPTEMBER 5, 2017, BY AND BETWEEN AVANT DIAGNOSTICS, INC. AND THE SEPTEMBER 2017 INVESTOR Exhibit 10.13 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of September 5th, 2017, by and between AVANT DIAGNOSTICS, INC., a Nevada corporation,

Pledge Agreement dated August 8, 2017, by and between Avant Diagnostics, Inc. and the August 2017 Investor (incorporated by reference to Exhibit 10.10 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.10 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as the same may be amended, restated or otherwise modified from time to time, this ?Agreement?), dated as of August8, 2017, by and between AVANT DIAGNOSTICS, INC., a Nevada corporation, (the ?Pledgor?), and Xpress Group International Limited, a Hong Kong Limited company located at Unit B, 17th Floor, Greatmany Centre, 109-111 Queen?s Road East,

Form of Pledge Agreement by and between Avant Diagnostics, Inc. and the June 2017 Investor related to the June 2017 and August 2017 Financing (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.2 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as the same may be amended, restated or otherwise modified from time to time, this ?Agreement?), dated as of , 2017, by and between AVANT DIAGNOSTICS, INC., a Nevada corporation, (the ?Pledgor?), and Infusion 51a L.P. (the ?Lender?). PRELIMINARY STATEMENTS: WHEREAS, on June 19, 2017 Lender purchased Three Hundred Thousand Dollars ($300,000.00) o

Senior Secured Promissory Note, dated September 5, 2017 issued to the September 2017 Investor (incorporated by reference to Exhibit 4.10 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.10 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (

Warrant, dated September 5, 2017, issued to the September 2017 Investor (incorporated by reference to Exhibit 4.11 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.11 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase Right, dated August 8, 2017, issued to the August 2017 Investor (incorporated by reference to Exhibit 4.9 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.9 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase Right, dated September 5, 2017, issued to the September 2017 Investor (incorporated by reference to Exhibit 4.12 of the Current Report on Form 8-K filed on September 26, 2017)

EX-4.12 14 f8k061917ex4-12avantdiag.htm PURCHASE RIGHT, DATED SEPTEMBER 5, 2017, ISSUED TO THE SEPTEMBER 2017 INVESTOR Exhibit 4.12 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO

Restricted Stock Grant Agreement, dated June 2, 2017, by and between Avant Diagnostics, Inc. and Gregg Linn (incorporated by reference to Exhibit 10.16 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.16 AVANT DIAGNOSTICS INC. RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (this ?Agreement?) is made as of June 2, 2017 (the ?Issue Date?), by and between Avant Diagnostics Inc., a Nevada corporation (the ?Company?) and Gregg Linn (?Recipient?). 1. Grant of Shares. 1.1 Grant. Recipient hereby acknowledges receipt of, and the Company hereby grants to Recipient, 15,

Settlement Agreement, dated June 2, 2017, by and between Avant Diagnostics, Inc. and Gregg Linn (incorporated by reference to Exhibit 10.15 of the Current Report on Form 8-K filed on September 26, 2017)

EX-10.15 28 f8k061917ex10-15avantdiag.htm SETTLEMENT AGREEMENT, DATED JUNE 2, 2017, BY AND BETWEEN AVANT DIAGNOSTICS, INC. AND GREGG LINN Exhibit 10.15 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the “Agreement”) is by and between Gregg Linn (“Executive”) and Avant Diagnostics, Inc., a Nevada corporation (the “Company”). WHEREAS, Executive’s status as an employee and di

Second Amended and Restated Settlement Agreement, dated September 18, 2017, by and between the parties to the MemoryDx Litigation (incorporated by reference to Exhibit 10.17 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.17 SECOND AMENDED AND RESTATED CONFIDENTIAL SETTLEMENT AGREEMENT This Second Amended and Restated Confidential Settlement Agreement (?Agreement?) is made and entered into on September 19, 2017 (the ?Settlement Effective Date?) by and between the undersigned parties, Memory DX, LLC (?Plaintiff?), Amarantus Bioscience Holdings, Inc. (the ?Company?) and Avant Diagnostics, Inc. (?Avant?). P

Form of Binding Letter of Intent, dated July 28, 2017 (incorporated by reference to Exhibit 10.8 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.8 Binding Letter of Intent on Exchange Note with Investor Financial Group, Inc. dated July 28, 2017 Avant Diagnostics, Inc. (“AVDX” or the “Company”) hereby proposes the following binding terms (the “Binding LOI”) as agreed with (“Investor”) in connection with the execution of the Exchange Agreement for the exchange of existing convertible notes (the “2016 Note”) held by Investor prior

Satisfaction of Note, dated July 6, 2017, by and between Avant Diagnostics, Inc. and Black Mountain Equity Partners LLP (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.3 SATISFACTION OF NOTE This SATISFACTION OF NOTE (this ?Satisfaction?) is made effective as of July 7th , 2017 (the ?Execution Date?) by and among Avant Diagnostics, Inc., a Nevada corporation (the ?Company?) and Black Mountain Equity Partners, LLC (the ?Investor?). RECITALS WHEREAS, the Company and the Investor entered into certain Convertible Promissory Note dated November 11, 2016 (t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2017 (June 19, 2017) AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorpora

Binding Letter of Intent with June 2017 Investor and August 2017 Investor, dated August 25, 2017 (incorporated by reference to Exhibit 10.11 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.11 August 25, 2017 Avant Diagnostics, Inc. Preferred Share Exchange Binding Terms This term sheet expresses the terms and conditions by which Infusion 51a, LP (?Infusion?) and Xpress Group International Limited (?Xpress?) (Infusion, Xpress and other permitted third parties may be collectively referred to as the ?Group?) wish to exchange certain securities of Avant Diagnostics, Inc. (?Av

Form of Senior Secured Promissory Note related to the June 2017 and August 2017 Financing with the June 2017 Investor (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.1 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

Warrant, dated August 8, 2017, issued to the August 2017 Investor (incorporated by reference to Exhibit 4.8 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.8 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

Senior Secured Promissory Note, dated July 14, 2017 (incorporated by reference to Exhibit 4.5 of the Current Report on Form 8-K filed on September 26, 2017)

EX-4.5 7 f8k061917ex4-5avantdiag.htm SENIOR SECURED PROMISSORY NOTE, DATED JULY 14, 2017 Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES A

Form of Right related to the related to the June 2017 and August 2017 Financing with the June 2017 Investor (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

Binding Letter of Intent, dated July 14, 2017, by and between Avant Diagnostics, Inc. and Coastal Investment Partners LLP (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.6 Binding Side Letter on Exchange Note with Coastal Investment Partners, LLC dated July 14, 2017 Avant Diagnostics, Inc. (?AVDX? or the ?Company?) hereby proposes the following binding terms (the ?Side Letter?) as agreed with Coastal Investment Partners, LLC (?Coastal?) in connection with the execution of the Exchange Agreement for settlement of all claims, payments, and damages related

Securities Purchase Agreement, dated September 5, 2017, by and between Avant Diagnostics, Inc. and the September 2017 Investor (incorporated by reference to Exhibit 10.12 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.12 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 5th, 2017, is by and between Avant Diagnostics, Inc., a Nevada corporation with offices located at 217 Perry Parkway, Suite 8, Gaithersburg, MD, 20877 (the ?Company?), and Anand Gokel (the ?Buyer?). RECITALS A. The Company and the Buyer are executing and delivering this Agreement

Form of Exchange Agreement, dated July 28, 2017 (incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.7 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?) is made effective as of July 28, 2017 (the ?Execution Date?) by and among Avant Diagnostics, Inc., a Nevada corporation (the ?Company?) and (the ?Investor?). RECITALS WHEREAS, the Company and the Investor entered into certain Convertible Promissory Note dated October 28, 2016 (the ?Existing Note?), in the aggregate principa

Form of Senior Secured Promissory Note, dated July 28, 2017 (incorporated by reference to Exhibit 4.6 of the Current Report on Form 8-K filed on September 26, 2017)

EX-4.6 8 f8k061917ex4-6avantdiag.htm FORM OF SENIOR SECURED PROMISSORY NOTE, DATED JULY 28, 2017 Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECU

Coastal51 Note, dated November 15, 2016 (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Certificate of Withdrawal of Certificate of Designations, Preferences and Rights of Series B Preferred Stock. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 3.1

Offer Letter, dated June 19, 2017, by and between Avant Diagnostics, Inc. and Philippe Goix (incorporated by reference to Exhibit 10.14 of the Current Report on Form 8-K filed on September 26, 2017)

Exhibit 10.14 June 19, 2017 Dear Philippe Goix, PhD, MBA, We are pleased to extend to you an offer of employment with Avant Diagnostics, Inc. (AVDX). (the ?Company?) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. The Company initially wishes to hire you as Chi

AVDX / Avant Diagnostics, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54329 AVANT DIAGNOSTICS, I

Form of Warrant related to the related to the June 2017 and August 2017 Financing with the June 2017 Investor (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed on September 26, 2017)

EX-4.2 4 f8k061917ex4-2avantdiag.htm FORM OF WARRANT RELATED TO THE RELATED TO THE JUNE 2017 AND AUGUST 2017 FINANCING WITH THE JUNE 2017 INVESTOR Exhibit 4.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2017 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Commission F

Letter from Marcum LLP, dated August 31, 2017.

EXHIBIT 16.1 [MARCUM LETTERHEAD] August 31, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Avant Diagnostics, Inc. under Item 4.01 of its Form 8-K dated August 25, 2017. We agree with the statements concerning our Firm in such Form 8-K. We are not in a position to agree or disagree with other statements of Avant Di

Corporate Presentation by the Company for July 2017

avdxex991.htm EXHIBIT 99.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

Regulation FD Disclosure, Financial Statements and Exhibits

avdx8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2017 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (Com

Binding Letter of Intent, dated November 28, 2016, by and between Avant Diagnostics, Inc. and Prism Health Dx, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 20, 2017)

avdxex101.htm EXHIBIT 10.1 1 2 3 4 5 6 7 8

Exchange Agreement, dated January 27, 2017, by and between Avant Diagnostics and Gregg Linn (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on June 20, 2017)

avdxex102.htm EXHIBIT 10.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?), dated as of January 25, 2017, is made by and between Avant Diagnostics, Inc., a Nevada corporation (?Company?), and Gregg Linn (?Linn?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from registration under Securities Act of 1933, as amended (the ?Securit

Form of Promissory Note related to the October 2016 Financing

avdxex41.htm EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

Form of Senior Secured Promissory Note related to the June 2017 Financing

avdxex44.htm EXHIBIT 4.4 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE

Form of Promissory Note related to the November 2016 Financing

avdxex42.htm EXHIBIT 4.2 Original Issue Date: , 2016 Purchase Price: $ Principal Amount: $ PROMISSORY NOTE DUE January 15, 2018 THIS 30% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 30% Original Issue Discount Senior Secured Convertible Promissory Notes of AVANT DIAGNOSTICS INC., (the “Company”), having its principal pl

Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Nevada Secretary of State on January 27, 2017 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on June 20, 2017)

avdxex31.htm EXHIBIT 3.1

Form of Right related to the June 2017 Financing

avdxex46.htm EXHIBIT 4.6 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS N

Promissory Note, dated November 28, 2016, issued by Prism Health Dx, Inc. to Avant Diagnostics, Inc.

avdxex43.htm EXHIBIT 4.3 Promissory Note $ 250,000 (Face Value or Principal Note) November 23, 2016 (Date) For value received, the undersigned Prism Health Diagnostics, Inc. (?PHDx?, the ?Borrower?), whose principal business is located at 3721 Executive Center Drive, Suite 160, Austin Texas 78731, promises to pay to the order of Avant Diagnostics, Inc.(?AVDX?, the "Lender"), the sum of $250,000 (?

Securities Purchase Agreement, dated June 19, 2017 by and between Avant Diagnostics, Inc. and the June 2017 Investor (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on June 20, 2017)

avdxex103.htm EXHIBIT 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 19, 2017, is by and between Avant Diagnostics, Inc., a Nevada corporation with offices located at 8561 East Anderson Drive, Suite 104, Scottsdale, Arizona, 85225 (the ?Company?), and Infusion 51a L.P (the ?Buyer?). RECITALS A. The Company and the Buyer are executing and d

Pledge Agreement, dated June 19, 2017 by and between Avant Diagnostics, Inc. and the June 2017 Investor (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on June 20, 2017)

EX-10.4 12 avdxex104.htm PLEDGE AGREEMENT EXHIBIT 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of June 19, 2017, by and between AVANT DIAGNOSTICS, INC., a Nevada corporation, (the “Pledgor”), and Infusion 51a L.P. (the “Lender”). PRELIMINARY STATEMENTS: WHEREAS, Lender has agreed to purchase T

Form of Warrant related to the June 2017 Financing

avdxex45.htm EXHIBIT 4.5 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

avdx8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2017 (October 28, 2016) AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0583166 (State or other jurisdiction of

Avant Diagnostics NT 10-K

NT 10-K 1 avdxnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54004 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form

Other Events

avdx8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation) (

Avant Diagnostics NT 10-Q

pdfproof.pdf UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54004 CUSIP NUMBER [] (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

Avant Diagnostics NT 10-Q

pdfproof.pdf UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54004 CUSIP NUMBER [] (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2016 (July 5, 2016) AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54004 98-0599151 (State or other jurisdiction of incorporation)

Form of Securities Purchase Agreement, dated July 5, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on July 11, 2016)

avdxex101.htm EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of July 5, 2016, between Avant Diagnostics, Inc. (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers"). WHEREAS, subject to the terms and conditions set forth

Form of Convertible Promissory Note, dated July 5, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on July 11, 2016)

avdxex41.htm EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

Avant Diagnostics FORM 10-Q (Quarterly Report)

avdx10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54329 AVANT D

Avant Diagnostics Simultaneously Completes Acquisitions of Amarantus Diagnostics and Theranostics Health

EX-99.1 6 advxex991.htm PRESS RELEASE EXHIBIT 99.1 Avant Diagnostics Simultaneously Completes Acquisitions of Amarantus Diagnostics and Theranostics Health · Operations of Amarantus Diagnostics and Theranostics Health have consolidated into Avant Diagnostics (OTCQB:AVDX) · Diagnostics pipeline in Alzheimer's disease (LymPro Test™), Ovarian cancer (OvaDx™) and Multiple Sclerosis (MSPrecise™) added

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): May 11, 2016 AVANT DIAGNOSTICS, INC.

Share Exchange Agreement, dated May 11, 2016, by and between Avant Diagnostics, Inc., Amarantus Diagnostics, Inc. and Amarantus Biosciences Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on May 17, 2016)

advxex21.htm EXHIBIT 2.1 EXECUTION COPY SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the "Agreement"), is made and entered into as of May 11, 2016, by and among Avant Diagnostics, Inc. a Nevada corporation ("Buyer"), Amarantus Diagnostics Inc., a Delaware corporation (the "Company"), and Amarantus BioScience Holdings Inc., a Nevada corporation, the sole shareholder of the Company ("Shar

Convertible Promissory Note, dated May 11, 2016, issued to Amarantus Biosciences Holdings, Inc. (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on May 17, 2016)

advxex41.htm EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

Assignment and First Amendment of Lease by and among Saul Holdings Limited Partnership, Theranostics Health, Inc. and Avant Diagnostics. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 17, 2016)

EX-10.1 5 advxex101.htm ASSIGNMENT AND FIRST AMENDMENT OF LEASE EXHIBIT 10.1 ASSIGNMENT AND FIRST AMENDMENT OF LEASE THIS ASSIGNMENT AND FIRST AMENDMENT OF LEASE (the "Assignment") is made and entered into this 26th day of April, 2016 ("Assignment Date"), by and among (i) Saul Holdings Limited Partnership, a Maryland limited partnership (hereinafter referred to as "Landlord"); (ii) Theranostics He

Asset Purchase Agreement, dated May 11, 2016, by and between Avant Diagnostics, Inc. and Theranostics Health, Inc. (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed on May 17, 2016)

EX-2.2 3 advxex22.htm ASSET PURCHASE AGREEMENT EXHIBIT 2.2 ASSET PURCHASE AGREEMENT BETWEEN THERANOSTICS HEALTH, INC. (as Seller) AND AVANT DIAGNOSTICS, INC. (as Buyer) May 11, 2016 1 ASSET PURCHASE AGREEMENT 9 RECITALS 9 ARTICLE I DEFINITIONS 9 ARTICLE II PURCHASE AND SALE 17 Section 2.01 Purchase and Sale of Assets. 17 Section 2.02 Excluded Assets. 17 Section 2.03 Assumed Liabilities. 17 Section

Avant Diagnostics NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-54004 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-

4

advxex991.htm EXHIBIT 99.1 Avant Diagnostics and Amarantus Diagnostics to Combine Operations With Theranostics Health Companies to hold a Conference Call to discuss the business combination today, March 7, 2015 at 4:30pm ET SCOTTSDALE, Arizona, SAN FRANCISCO and GAITHERSBERG, Maryland, March 7, 2016 /PRNewswire/ - Highlights of Business Combination · Amarantus Diagnostics and Theranostics Health o

Form of Convertible Promissory Note issued to Amarantus Biosciences Holdings, Inc., dated March 8, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on March 11, 2016)

advxex101.htm EXHIBIT 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): March 8, 2016 AVANT DIAGNOSTICS, INC.

AVDX / Avant Diagnostics, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54329 AVANT DIAGNOSTIC

3

advxex991.htm

Financial Statements and Exhibits, Other Events

8-K 1 advx8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): January 19, 2016 AVANT DIAGNOSTICS, INC. (Exact name of registrant as specified in charter) Nevada 000-54004 98-0599151 (State or Other Jurisdiction of Incorpora

AVDX / Avant Diagnostics, Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54329 AVANT DIAGNOSTIC

Employment Agreement, dated October 1, 2014, by and between Arrayit Diagnostics, Inc. and Gregg Linn (incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed on January 13, 2016)

EXHIBIT 10.5

Technology Assignment Agreement, dated July 18, 2009, between Arrayit Diagnostics, Inc. and Arrayit Corporation (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K filed on January 13, 2016)

EXHIBIT 10.4

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): January 5, 2016 AVANT DIAGNOSTICS, INC.

Convertible Promissory Note, dated January 5, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on January 12, 2016)

avdx41.htm EXHIBIT 4.1 CONVERTIBLE PROMISSORY NOTE Effective Date: January 5, 2016 U.S. $112,500.00 FOR VALUE RECEIVED, Avant Diagnostics, Inc., a Nevada corporation ("Borrower"), promises to pay to St. George Investments LLC, a Utah limited liability company, or its successors or assigns ("Lender"), $112,500.00 and any interest, fees, charges, and late fees on the date that is nine (9) months aft

SECURITIES PURCHASE AGREEMENT

avdx991.htm EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement"), dated as of January 5, 2016, is entered into by and between Avant Diagnostics, Inc., a Nevada corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor"). A. Company and Investor are executing and delivering this Agr

Avant Diagnostics NT 10-K

NT 10-K 1 avdxnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-54004 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54329 AVANT DIAGNOSTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54329 AVANT DIAGNOSTICS, I

Avant Diagnostics NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 000-54004 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-

Letter from LBB & Associates Ltd., LLP, dated May 5, 2015 (incorporated by reference to Exhibit 16.1 of the Current Report on Form 8-K filed on May 6. 2015)

EXHIBIT 16.1 May 5, 2015 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Avant Diagnostics, Inc. Commission File Number: 000-54004 Commissioners: We have read Item 4.01 of Form 8-K dated May 4, 2015, of Avant Diagnostics, Inc. (the ?Company?) and are in agreement with the statements contained therein insofar as they relate to our dismissal and our audits of

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2015 AVANT DIAGNOSTICS, INC.

Avant Diagnostics, Inc. Begins OvaDx® FDA Trials and Engages Clinical Research Organization

EXHIBIT 99.1 Avant Diagnostics, Inc. Begins OvaDx® FDA Trials and Engages Clinical Research Organization Scottsdale, AZ, April 15, 2015 (Business Wire) – Avant Diagnostics, Inc. (Ticker: AVDX) (“Avant”), a diagnostic company with a primary focus on the commercialization of a proprietary diagnostic test for the early detection of ovarian cancer called OvaDx®, is pleased to announce that it has enga

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2015 AVANT DIAGNOSTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2014 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-54329 AVANT DIAGNOSTICS

Avant Diagnostics FORM 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 Avant Diagnostics, Inc. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Incorporation) (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 Avant Diagnostics, Inc. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Incorporation) (Commission File Nu

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2015 American Liberty Petroleum Corp. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2014 o Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2014 or o Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the transition period from to COMMISSION FILE NUMBER: 000-54004 AMERICAN LIBERTY PETROLEUM

AVDX / Avant Diagnostics, Inc. NT 10-K - - NOTICE OF LATE FILING

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

AVDX / Avant Diagnostics, Inc. DEF 14C - - DEFINITIVE NOTICE AND INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.04 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Avant Diagnostics, Inc., Scottsdale, AZ We have audited the accompanying balance sheets of Avant Diagnostics, Inc. as of September 30, 2014 and 2013, and the related statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows for each of the years the

AVDX / Avant Diagnostics, Inc. PRE 14C - - PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. l CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 AMERICAN LIBERTY PETROLEUM CORP. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Inco

Wednesday, October 1 st , 2014

Exhibit 99.03 American Liberty Petroleum Corp. 11251 Richmond Avenue, Suite F101, Houston, Texas 77082 http://americanlibertypetroleum.com - 281- 600 -6000 Wednesday, October 1 st , 2014 Steven Scott CEO Avant Diagnostics Inc. 8561 East Anderson Drive, Suite 104 Scottsdale, AZ 85255 RE: Amended #1 to the Letter of Intent to purchase Avant Diagnostics Inc. by American Liberty Petroleum Corp. Mr. Sc

AMERICAN LIBERTY PETROLEUM CORP. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET September 30, 2014

Exhibit 99.01 AMERICAN LIBERTY PETROLEUM CORP. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET September 30, 2014 Avant Diagnostics, Inc. September 30, American Liberty Petroleum Corp. Pro Forma 2014 July 31, 2014 Adjustments Pro Forma ASSETS Current assets: Cash and cash equivalents $ 6,000 $ – $ – $ 6,000 Marketable securities 1,600,000 – – 1,600,000 Total current assets 1,606,000 – – 1,606

American Liberty Petroleum Corp. cancels majority of its stock

Exhibit 99.02 American Liberty Petroleum Corp. cancels majority of its stock Houston, Texas (Wednesday, October 1, 2014) - American Liberty Petroleum Corp. announces today that it will cancel over sixty three percent (63%) of the company’s outstanding Common Stock shares. Three major shareholders have signed an agreement to exchange stock certificates, owned by them and already submitted to the co

American Liberty Petroleum Corp. cancels majority of its stock

Exhibit 99.02 American Liberty Petroleum Corp. cancels majority of its stock Houston, Texas (Wednesday, October 1, 2014) - American Liberty Petroleum Corp. announces today that it will cancel over sixty three percent (63%) of the company’s outstanding Common Stock shares. Three major shareholders have signed an agreement to exchange stock certificates, owned by them and already submitted to the co

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 AMERICAN LIBERTY PETROLEUM CORP. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Incorporation) (Commis

Wednesday, October 1 st , 2014

Exhibit 99.03 American Liberty Petroleum Corp. 11251 Richmond Avenue, Suite F101, Houston, Texas 77082 http://americanlibertypetroleum.com - 281- 600 -6000 Wednesday, October 1 st , 2014 Steven Scott CEO Avant Diagnostics Inc. 8561 East Anderson Drive, Suite 104 Scottsdale, AZ 85255 RE: Amended #1 to the Letter of Intent to purchase Avant Diagnostics Inc. by American Liberty Petroleum Corp. Mr. Sc

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.04 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Avant Diagnostics, Inc., Scottsdale, AZ We have audited the accompanying balance sheets of Avant Diagnostics, Inc. as of September 30, 2014 and 2013, and the related statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows for each of the years the

AMERICAN LIBERTY PETROLEUM CORP. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET September 30, 2014

EX-99.01 2 amerlibertyex9901.htm UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.01 AMERICAN LIBERTY PETROLEUM CORP. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET September 30, 2014 Avant Diagnostics, Inc. September 30, American Liberty Petroleum Corp. Pro Forma 2014 July 31, 2014 Adjustments Pro Forma ASSETS Current assets: Cash and cash equivalents $ 6,000 $ – $ – $ 6,000 Marketable s

American Liberty Petroleum Corp. agrees to acquire Avant Diagnostics, Inc.

Exhibit 99.5 Press Release American Liberty Petroleum Corp. agrees to acquire Avant Diagnostics, Inc. Houston, Texas (Monday, December 29, 2014) – American Liberty Petroleum Corp. agreed to acquire Avant Diagnostics, Inc. (‘Avant’), a medical technology company developing specialized diagnostic tests, including the OvaDx® Ore-Symptomatic Ovarian Cancer Screening Test, signing the Agreement and Pla

AMERICAN LIBERTY PETROLEUM CORP. 2014 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION, STOCK WARRANT AND STOCK AWARD PLAN ARTICLE I - PLAN

EX-99.1 3 amerliberty8k-ex090101.htm 2014 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION, STOCK WARRANT AND STOCK AWARD PLAN Exhibit 99.1 AMERICAN LIBERTY PETROLEUM CORP. 2014 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION, STOCK WARRANT AND STOCK AWARD PLAN ARTICLE I - PLAN 1.1 Purpose. This Plan is a plan for key employees, officers, directors, and consultants of the Company and its Affiliat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 29, 2014 American Liberty Petroleum Corp. (a Nevada Corporation) Nevada 000-54004 98-0599151 (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 11251 Ri

Rhodes Holdings LLC Consulting Agreement with American Liberty Petroleum Corp.

EXHIBIT 99.2 Rhodes Holdings LLC Consulting Agreement with American Liberty Petroleum Corp. THIS AGREEMENT (the “Agreement”) is entered into as of this 29th day of December, 2014, by and among Rhodes Holdings LLC, a Texas limited liability company with offices at 615 Longview Drive, Sugar Land, Texas 77478-3728 (the “Consultant”) and American Liberty Petroleum Corp., a Nevada corporation with prin

Clear Financial Solutions, Inc. Consulting Agreement with American Liberty Petroleum Corp.

EX-99.3 5 amerliberty8k-ex090103.htm CLEAR FINANCIAL SOLUTIONS, INC. CONSULTING AGREEMENT EXHIBIT 99.3 Clear Financial Solutions, Inc. Consulting Agreement with American Liberty Petroleum Corp. This Consulting Agreement (the “Agreement”) is made and entered into as of December 29th, 2014 by and between American Liberty Petroleum Corp., a Nevada corporation (the “Company”), and Steven M. Plumb and

Agreement and Plan of Reorganization between American Liberty Petroleum Corp., Avant Diagnostics, Inc., and Avant Acquisition Corp. AGREEMENT AND PLAN OF REORGANIZATION American Liberty Petroleum Corp. (a Nevada corporation) AVANT ACQUISITION CORP. (

EXHIBIT 99.4 Agreement and Plan of Reorganization between American Liberty Petroleum Corp., Avant Diagnostics, Inc., and Avant Acquisition Corp. AGREEMENT AND PLAN OF REORGANIZATION among American Liberty Petroleum Corp. (a Nevada corporation) AVANT ACQUISITION CORP. (a Nevada corporation) AVANT DIAGNOSTICS, INC. a Nevada corporation and THE STOCKHOLDERS OF AVANT DIAGNOSTICS, INC. DATED AS OF DECE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 AMERICAN LIBERTY PETROLEUM CORP. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of In

American Liberty Petroleum Corp. cancels majority of its stock

EX-99.1 2 amerliberty8kex-9901.htm PRESS RELEASE EXHIBIT 99.01 American Liberty Petroleum Corp. cancels majority of its stock Houston, Texas (Wednesday, October 1, 2014) – American Liberty Petroleum Corp. announces today that it will cancel over sixty three percent (63%) of the company’s outstanding Common Stock shares. Three major shareholders have signed an agreement to exchange stock certificat

Wednesday, October 1 st , 2014

EX-99.2 3 amerliberty8k-ex9902.htm PRESS RELEASE Exhibit 99.2 American Liberty Petroleum Corp. 11251 Richmond Avenue, Suite F101, Houston, Texas 77082 http://americanlibertypetroleum.com - 281- 600 -6000 Wednesday, October 1 st , 2014 Steven Scott CEO Avant Diagnostics Inc. 8561 East Anderson Drive, Suite 104 Scottsdale, AZ 85255 RE: Amended #1 to the Letter of Intent to purchase Avant Diagnostics

EXHIBIT 99.01

EXHIBIT 99.01 American Liberty Petroleum Corp. cancels majority of its stock Houston, Texas (Wednesday, October 1, 2014) – American Liberty Petroleum Corp. announces today that it will cancel over sixty three percent (63%) of the company’s outstanding Common Stock shares. Three major shareholders have signed an agreement to exchange stock certificates, owned by them and already submitted to the co

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 AMERICAN LIBERTY PETROLEUM CORP. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Incorporation) (Comm

Wednesday, October 1st, 2014

Exhibit 99.2 American Liberty Petroleum Corp. 11251 Richmond Avenue, Suite F101, Houston,Texas 77082 http://american libertypetroleum.com - 281- 600 -6000 Wednesday, October 1st, 2014 Steven Scott CEO Avant Diagnostics Inc. 8561 East Anderson Drive, Suite 104 Scottsdale, AZ 85255 RE: Amended #1 to the Letter of Intent to purchase Avant Diagnostics Inc. by American Liberty Petroleum Corp. Mr. Scott

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2014 ¨ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBER

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 AMERICAN LIBERTY PETROLEUM CORP. (Exact name of Registrant as specified in charter) Nevada 000-54004 98-0599151 (State of Other Jurisdiction of Incorporation) (Comm

AVDX / Avant Diagnostics, Inc. NT 10-Q - - NOTICE OF LATE FILING

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

EXHIBIT 99.01

EXHIBIT 99.01 American Liberty Petroleum Corp. signs LOI with Avant Diagnostics Inc. Houston, Texas (Monday, September 15, 2014) – American Liberty Petroleum Corp. announces the signing of a Letter of Intent (‘LOI’) with Avant Diagnostics Inc., a medical technology company developing cutting edge medical diagnostic tests, including OvaDx®, a Pre-Symptomatic Ovarian Cancer Screening Test. “Througho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 ¨ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBE

- EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: April 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

Avant Diagnostics ANNUAL REPORT (Quarterly Report)

10-Q 1 alpc10q-013114.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMM

- EXTENSION

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2013 ¨ Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2013 or ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the transition period from to COMMISSION FILE NUMBER: 000-54004 AMERICAN LIBERTY PETROLEUM

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UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2013 ¨ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBER

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UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 ¨ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2013 ¨ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LI

ASSET PURCHASE AND SALE AGREEMENT

ASSET PURCHASE AND SALE AGREEMENT This Asset Purchase and Sale Agreement (this “Agreement”) is made and entered into effective March 14, 2013 (the “Effective Date”) in Carson City, Nevada by and between DESERT DISCOVERIES, LLC, a Nevada domestic limited liability company, c/o Rutledge Law Center Ltd.

- AMERICAN LIBERTY PETROLEUM CORP. FORM NT-10Q FOR JANUARY 31, 2013

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

SECOND AMENDMENT TO OPERATING AGREEMENT

SECOND AMENDMENT TO OPERATING AGREEMENT This Second Amendment (this “Amendment”) to the Operating Agreement dated as of August 2, 2011 as amended by that First Amendment to Operating Agreement dated April 3, 2011 (as it has been amended, the “Agreement”) is entered into effective as of March 14, 2013 (“Effective Date”), by and between INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Independence”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert Discoveries”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP, a Nevada corporation (“ALP”).

AMENDMENT TO OPERATING AGREEMENT

EX-10.12 4 v338529ex10-12.htm EXHIBIT 10.12 AMENDMENT TO OPERATING AGREEMENT This Amendment (this “Amendment”) to the Operating Agreement dated as of August 2, 2011 (as it has been amended, the “Agreement”) is entered into effective as of March 14, 2013 (“Effective Date”), by and among INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Operator”), DESERT DISCOVERIES, LLC, a Nevada li

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2013 (March 14, 2013) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2012 ¨ Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2012 or ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the transition period from to COMMISSION FILE NUMBER: 000-54004 AMERICAN LIBERTY PETROLEUM

- FORM NT 10-K

NT 10-K 1 v333168nt10k.htm FORM NT 10-K UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.C. 20549 Expires: April 30, 2012 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-156077 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): S Form 10-K £ Form 20-F ¨ Form 11-K ¨ Form 10-Q £ Form 10-D £ Form N-SAR £ Form N-CSR Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 ¨ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBER

- NT 10-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2012 ¨ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBE

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2012 (April 27, 2012) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3091988k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2012 (April 11, 2012) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of

FIRST AMENDMENT TO OPERATING AGREEMENT

FIRST AMENDMENT TO OPERATING AGREEMENT This First Amendment (this “Amendment”) to the June 27, 2011 Operating Agreement (“Agreement”) is entered into effective as of April 3, 2012 (“Effective Date”), by and between INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Independence”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert Discoveries”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP, a Nevada corporation formerly known as Oreon Rental Corporation (“ALP”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 ¨ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2011 ¨ Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2011 or ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the transition period from to COMMISSION FILE NUMBER: 000-54004 AMERICAN LIBERTY PETROLEUM

- NT 10-K

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in I

Change in Shell Company Status, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2011 (February 15, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54004 98-0599151 (State of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in I

OPERATING AGREEMENT

OPERATING AGREEMENT THIS OPERATING AGREEMENT (this “Agreement”), dated as of August 2, 2011 (the “Effective Date”), is entered into by, between and among INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Operator”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert Discoveries”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP.

OPERATING AGREEMENT

OPERATING AGREEMENT THIS OPERATING AGREEMENT (this “Agreement”), dated as the August 2, 2011 (the “Effective Date”), is entered into by, between and among INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Operator”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert”), CORTEZ EXPLORATION LLC, a Nevada limited liability company (“Cortez”), PUNTO DE LUZ, LLC, a Nevada limited liability company (“Punto”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 ¨ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-156077 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: July 31, 2011 ¨ Transit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2011 (June 27, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission

THIRD AMENDMENT OPTION AGREEMENT

THIRD AMENDMENT TO OPTION AGREEMENT This Third Amendment to Option Agreement (this “Amendment”) is entered into effective as of June 9, 2011 (“Effective Date”), by and between American Liberty Petroleum Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 ¨ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBE

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0058 Expires: April 30, 2012 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-156077 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ?Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: April 30, 2011 ? Transiti

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2011 (April 13, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commissi

SECOND AMENDED AND RESTATED PROMISSORY NOTE

SECOND AMENDED AND RESTATED PROMISSORY NOTE U.S. $200,000.00 March 28, 2011 FOR VALUE RECEIVED, the undersigned, AMERICAN LIBERTY PETROLEUM CORP., a Nevada corporation (“Borrower”), unconditionally promises to pay to the order of KEYSER RESOURCES, INC., a Nevada corporation (“Lender”), the principal sum of Two Hundred Thousand and No/100 Dollars ($200,000.00) in lawful money of the United States a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2011 (March 28, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commissio

AMENDED AND RESTATED PROMISSORY NOTE

AMENDED AND RESTATED PROMISSORY NOTE U.S. $45,000.00 March 28, 2011 FOR VALUE RECEIVED, the undersigned, AMERICAN LIBERTY PETROLEUM CORP., a Nevada corporation (“Borrower”), unconditionally promises to pay to the order of KEYSER RESOURCES, INC., a Nevada corporation (“Lender”), the principal sum of Forty-Five Thousand and No/100 Dollars ($45,000.00) in lawful money of the United States and in imme

SECOND AMENDED AND RESTATED PROMISSORY NOTE

SECOND AMENDED AND RESTATED PROMISSORY NOTE U.S. $290,000.00 March 28, 2011 FOR VALUE RECEIVED, the undersigned, AMERICAN LIBERTY PETROLEUM CORP., a Nevada corporation (“Borrower”), unconditionally promises to pay to the order of KEYSER RESOURCES, INC., a Nevada corporation (“Lender”), the principal sum of Two Hundred Ninety Thousand and No/100 Dollars ($290,000.00) in lawful money of the United S

AMENDED AND RESTATED PROMISSORY NOTE

AMENDED AND RESTATED PROMISSORY NOTE U.S. $50,000.00 March 28, 2011 FOR VALUE RECEIVED, the undersigned, AMERICAN LIBERTY PETROLEUM CORP., a Nevada corporation (“Borrower”), unconditionally promises to pay to the order of KEYSER RESOURCES, INC., a Nevada corporation (“Lender”), the principal sum of Fifty Thousand and No/100 Dollars ($50,000.00) in lawful money of the United States and in immediate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 ¨ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LI

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2011 (March 18, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commissi

TERMINATION AGREEMENT

TERMINATION AGREEMENT This Termination Agreement (this “Agreement”) is made and entered into as of March 18, 2011, by and among Keyser Resources, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0058 Expires: April 30, 2012 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-156077 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ¨Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: January 31, 2011 ¨ Transi

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2011 (February 28, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2010 ¨ Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2010 or ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the transition period from to COMMISSION FILE NUMBER: 000-54004 AMERICAN LIBERTY PETROLEUM

SECOND AMENDMENT OPTION AGREEMENT

EX-10.3 2 v211589ex10-3.htm SECOND AMENDMENT TO OPTION AGREEMENT This Second Amendment to Option Agreement (this “Amendment”) is entered into effective as of February 11, 2011 (“Effective Date”), by, between and among American Liberty Petroleum Corp. (formerly known as “Oreon Rental Corporation”), a Nevada domestic corporation (“Buyer”), and Desert Discoveries, LLC, a Nevada domestic limited-liabi

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.C. 20549 Expires: April 30, 2012 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-156077 NOTIFICATION OF LATE FILING CUS

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2011 (January 24, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Comm

AGREEMENT AND PLAN OF MERGER

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Inform

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2011 (January 7, 2011) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commi

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2010 (December 6, 2010) AMERICAN LIBERTY PETROLEUM CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Comm

FIRST AMENDMENT TO OPTION AGREEMENT

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UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2010 (October 23, 2010) American Liberty Petroleum Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54004 98-0599151 (State of Incorporation) (Commi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-156077 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: July 31, 2010 ? Transit

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2010 (June 24, 2010) American Liberty Petroleum Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54004 98-0599151 (State of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2010 ¨ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-54004 AMERICAN LIBE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OREON RENTAL CORPORATION (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June 11, 2010 Registration No.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 May 24, 2010 (Date of Event which Requires Filing of this Statement) Oreon Rental Corporation (Name of Issuer) Common Stock, $.00001 Par Value (Title of Class of Securities) 686051103 (CUSIP Number) John Graham Rhoden 15 Victorian Crescent, Town Moor, Doncaster, South York

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OREON RENTAL CORPORATION (Exact name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OREON RENTAL CORPORATION (Exact name of Registrant as specified in its charter) Nevada (State of incorporation or organization) 98-0599151 (IRS Employer Identification No.) 4900 California Avenue,

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2010 (May 25, 2010) Oreon Rental Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission File Numb

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 May 24, 2010 (Date of Event which Requires Filing of this Statement) Oreon Rental Corporation (Name of Issuer) Common Stock, $.00001 Par Value (Title of Class of Securities) 686051103 (CUSIP Number) Alvaro Vollmers 4900 California Ave., Tower B-210, Bake

Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on May 24, 2010)

Text of the Amended and Restated Articles of Incorporation To be effective June 11, 2010 ARTICLE ONE The name of the corporation is American Liberty Petroleum Corp.

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2010 (May 19, 2010) Oreon Rental Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission File Numb

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 May 4, 2010 (Date of Event which Requires Filing of this Statement) Oreon Rental Corporation (Name of Issuer) Common Stock, $.00001 Par Value (Title of Class of Securities) 686051103 (CUSIP Number) John Graham Rhoden 15 Victorian Crescent, Town Moor, Doncaster, South Yorks

EX-10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2010 (May 11, 2010) Oreon Rental Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission File Numb

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 May 4, 2010 (Date of Event which Requires Filing of this Statement) Oreon Rental Corporation (Name of Issuer) Common Stock, $.00001 Par Value (Title of Class of Securities) 686051103 (CUSIP Number) Alvaro Vollmers 4900 California Ave., Tower B-210, Bakersfield, CA 93309 21

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2010 (May 4, 2010) Oreon Rental Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission File Numbe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2010 (April 30, 2010) Oreon Rental Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2010 ¨ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333-156077 OREON RENT

Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K filed on February 16, 2010)

BYLAWS OF Oreon Rental Corporation (the “Corporation”) As amended on January 4, 2010 I.

EX-3.1(B)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2009 ¨ Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the fiscal year ended October 31, 2009 or ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 for the transition period from to COMMISSION FILE NUMBER: 333-156077 OREON RENTAL CORPORATION (

Oreon Rental Corporation 3102 Maple Avenue, Suite 400 Dallas, Texas 75201 February 11, 2010

Oreon Rental Corporation 3102 Maple Avenue, Suite 400 Dallas, Texas 75201 February 11, 2010 U.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (First Amendment) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2010 Oreon Rental Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-156077 98-0599151 (State of Incorporation) (Commission

Letter from M&K

Exhibit 16.1 Letter from M&K February 11, 2010 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, DC 20549 Re: Oreon Rental Corporation Ladies and Gentlemen: We have read the statements under item 4.01 in the Form 8-K/A dated January 26, 2010, of Oreon Rental Corporation (the Company) to be filed with the Securities and Exchange Commission and we agr