**Exhibit 3.9**

**ROSS MILLER**

**Secretary of State**

**204 North Carson Street, Suite 1**

**Carson City, Nevada 89701-4520**

**(775) 684 5708**

**Website: www.nvsos.gov**

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Important: Read attached instructions beforecompleting form.

**		**ABOVESPACE IS FOR OFFICE USE ONLY

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**Certificate of Designation For**

**Nevada Profit Corporations**

**(Pursuant to NRS 78.1955)**

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**1.              Name of corporation:**

 

ONCOLOGIX TECH, INC.

 

**2.              By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishesthe following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the followingclass of series of stock:**

 

A.	*Designation and Number.*

 

Sixty Thousand (60,000)of the Ten Million (10,000,000) authorized shares of Preferred Stock of the Corporation shall be designated Series D ConvertiblePreferred Stock (the “Series D Preferred Stock”) and shall possess the rights and privileges set forth below.

 

B.	*Par ValueStated Value, Purpose of Issuance and Certificates.*

 

Each share of Series DPreferred Stock shall have a par value of $.001, and a stated value face amount) of Eighty Dollars and Twenty Five Cents ($80.25)(the “**Stated Value**”). Certificates representing the shares of Series D Preferred Stock purchased shallbe issued by the Corporation in accordance with the actions of the Board of Directors.

 

C.	*No Dividends.*

 

The shares of Series DPreferred Stock shall not be entitled to receive any dividends.

 

D.	*LiquidationPreference*.

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In the event of any liquidation,dissolution or winding-up of the Corporation, either voluntary or involuntary (a “Liquidation”), the Series D PreferredStock then issued and outstanding shall be entitled to be paid out of the assets of the Corporation available for distributionto its shareholders on a *pari passu* basis, whether from capital, surplus or earnings, before any payment shall be made tothe holders of shares of Common Stock or upon any other series of Preferred Stock of the Corporation junior to the Series D PreferredStock, an amount per share equal to the Stated Value. If, upon any Liquidation of the Corporation, the assets of the Corporationavailable for distribution to its shareholders shall be insufficient to pay the holders of shares of the Series D Preferred Stockand the holders of any other series of Preferred Stock with a liquidation preference equal to the liquidation preference of theSeries D Preferred Stock the full amounts to which they shall respectively be entitled, the holders of shares of the Series D PreferredStock and the holders of any other series of Preferred Stock with a liquidation preference equal to the liquidation preferenceof the Series D Preferred Stock shall receive all the assets of the Corporation available for distribution and each such holderof the Series D Preferred Stock and the holders of any other series of preferred stock with a liquidation preference equal to theliquidation preference of the Series D Preferred Stock shall share ratably in any distribution in accordance with the amounts duesuch shareholders. After payment shall have been made to the holders of shares of the Series D Preferred Stock of the full amountto which they shall be entitled, as aforesaid, the holders of shares of the Series D Preferred Stock shall be entitled to no furtherdistributions thereon and the holders of shares of the Common Stock and of shares of any other series of stock of the Corporationshall be entitled to share, according to their respective rights and preferences, in all remaining assets of the Corporation availablefor distribution to its shareholders.

 

E.	*Conversion Rights.*

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Subject to any limitationson the right of the holders of the Series D Preferred Stock to convert their shares of Series D Preferred Stock into shares CommonStock, the holders of Series D Preferred Stock shall have the following conversion rights:

 

(a)*Conversion.*Subjectto and upon compliance with the provisions of this **Section E**, the holder of any shares of Series D PreferredStock shall have the right at such holder’s option, at any time or from time to time after March 1, 2014, to convertany of such shares of Series D Preferred Stock into fully paid and non-assessable shares of Common Stock at the rate of 1,000shares of Common Stock for each Share of Series D Preferred Stock (the “Conversion Rate”), subject to adjustmentas set forth herein.

(b)	*Mechanicsof Conversion.*The holder of any shares of Series D Preferred Stock may exercise the conversion right specified in **SubsectionE(a)** above by surrendering to the Corporation or any transfer agent of the Corporation the certificate or certificatesfor the shares to be converted, accompanied by written notice specifying the number of shares to be converted. Conversion shallbe deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is madeand such date is referred to herein as the “Conversion Date.” Subject to the provisions of **Section F**,as promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder a certificateor certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash with respectto any fractional interest in a share of Common Stock as provided in **subsection H(e)** below. Subject to the provisionsof **Section F**, the person in whose name the certificate or certificates for Common Stock are to be issued shall bedeemed to have become a holder of record of such Common Stock on the applicable Conversion Date. Upon conversion of only a portionof the number of shares covered by a certificate representing shares of Series D Preferred Stock surrendered for conversion, theCorporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion,at the expense of the Corporation, a new certificate covering the number of shares of Series D Preferred Stock representing theunconverted portion of the certificate so surrendered.

(e)	*ConversionRate Adjustments.*The Conversion Rate shall be subject to the adjustment provisions of **Section F** below.

	F.	*Anti-DilutionRights.*

 

(a)	*Adjustmentsfor Dividends, Reclassifications, etc.*In case the Corporation shall hereafter (i) declare a dividend or make a distributionon its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding sharesof Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock intoa smaller number of shares, the Conversion Rate in effect at the time of the record date for such dividend or distribution orof the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the pricedetermined by multiplying the Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stockoutstanding after giving effect to such action, and the denominator of which shall be the number of shares of Common Stock outstandingimmediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.

(b)	*Adjustmentfor Reorganization, Consolidation and Merger*. In case of any reorganization of the Corporation (or any other corporation thestock or other securities of which are at the time receivable on the conversion of the Series D Preferred Stock) after the InitialIssuance Date, or in case, after such date, the Corporation (or any such other corporation) shall consolidate with or merge intoanother corporation or entity or convey all or substantially all its assets to another corporation or entity, then and in eachsuch case the holders of the Series D Preferred Stock, upon the conversion thereof as provided in **Section E**at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive,in lieu of the stock or other securities and property receivable upon the conversion of their shares of Series D Preferred Stockprior to such consummation, the stock or other securities or property to which such holders would have been entitled upon suchconsummation if such holders had converted their shares of Series D Preferred Stock immediately prior thereto, all subject tofurther adjustment as provided in **Section F(a)** above.

(c)	*MinimumAdjustment.*No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decreaseof at least one (1) percent in such rate; provided, however, that any adjustments which by reason of this **Section F(c)** are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder.All calculations under this **Section F** shall be made to the nearest cent or to the nearest one-hundredth ofa share, as the case may be. Anything in this **Section F** to the contrary notwithstanding, the Corporation shallbe entitled, but shall not be required, to make such changes in the Conversion Rate, in addition to those required by this **Section F**,as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of CommonStock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Corporation shall not resultin any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock.

(d)	*Notices.*Whenever the Conversion Rate is adjusted, as herein provided, the Corporation shall promptly but no later than ten (10) daysafter any request for such an adjustment by the holder, cause a notice setting forth the adjusted Conversion Rate and adjustednumber of shares of Common Stock issuable upon conversion of Series D Preferred Stock, and, if requested, information describingthe transactions giving rise to such adjustments, to be mailed to the holders at their last addresses appearing on the Corporation’srecords, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Corporation may retain a firmof independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed bythe Corporation) to make any computation required by this **Section F**, and a certificate signed by such firmshall be conclusive evidence of the correctness of such adjustment.

(e)	*Receiptof Stock other than Common Stock.*In the event that at any time, as a result of an adjustment made pursuant to this **Section F**,the holder of Series D Preferred Stock thereafter shall become entitled to receive any shares of the Corporation, other than CommonStock, thereafter the number of such other shares so receivable upon conversion of Series D Preferred Stock shall be subject toadjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to theCommon Stock contained herein.

(g)	*Continuationof Rate and Number of Series D Preferred Stock.*Irrespective of any adjustments in the Conversion Rate or the number or kindof shares purchasable upon conversion of Series D Preferred Stock, Series D Preferred Stock theretofore or thereafter issued maycontinue to express the same price and number and kind of shares as are stated in the similar Series D Preferred Stock initiallyissuable pursuant to this Certificate of Designation.

G.	*VotingRights.*

(a)	*Numberand Voting with other Shareholders.*The holders of shares of Series D Preferred Stock shall be entitled to vote upon all mattersupon which holders of the Common Stock have the right to vote, and shall be entitled to the following number of votes(the “VotingRate”): (i) During the period from March 1, 2013 to February 28, 2014, 400 votes per share; (ii) During the period fromMarch 1, 2014 to February 28, 2015, 800 votes per share; (iii) During the period from March 1, 2015 to February 29, 2016, 1,200votes per share; (iv) During the period from March 1, 2016 to February 28, 2017, 1,600 votes per share; and (v) after March 1,2017, 2,000 votes per share, all subject to adjustment as set forth herein (the “Final Voting Rate”).

(b)	*SpecialClass Voting Rights.*In addition to any other rights provided by law, so long as any Series D Preferred Stock is outstanding,the Corporation, without first obtaining the affirmative vote or written consent of the holders of not less than a majority ofsuch outstanding shares of Series D Preferred Stock, voting separately as a class, will not:

(i)	authorizeor issue shares of any class or series of stock having any preference or priority as to dividends, assets or other rights superiorto any such preference or priority of the Series D Preferred Stock, or authorize or issue shares of stock of any class or anybonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any sharesof stock of the Corporation having any preference or priority as to dividends, assets or other rights superior to any such preferenceor priority of the Series D Preferred Stock; or

(ii)	reclassifyany class or series of stock of the Corporation, that is junior in rights to the Series D Preferred Stock, into a class or seriesof stock which has any rights senior to or in parity with the Series D Preferred Stock; or

(iii)	re-classify any class or series of stock of the Corporation, that is in parity with the Series D Preferred Stock, into a classor series of stock which has any rights senior to the Series D Preferred stock.

(iv)	commencingSeptember 21, 2013, the Series D Preferred Stock, voting as a class, shall be entitled to elect one member of the Board of Directors.

*(c)	Adjustment to Voting Rate.* Any change in the Conversion Rate shall result in a corresponding change in the Voting Rateso that the Final Voting Rate shall always be twice the Conversion Rate.

H.	*Reservationof Shares; Costs; Approvals; etc.*

(a)	*Reservationof Shares.*The Corporation shall reserve at all times so long as any shares of Series D Preferred Stock remain outstanding,free from preemptive rights, out of its treasury stock (if applicable) or its authorized but unissued shares of Common Stock,or both, solely for the purpose of effecting the conversion of the shares of Series D Preferred Stock, sufficient shares of CommonStock to provide for the conversion of all outstanding shares of Series D Preferred Stock (including taking into account any anti-dilutionadjustments pursuant to **Section F** above). All shares of Common Stock which may be issued upon conversion ofthe shares of Series D Preferred Stock will upon issuance by the Corporation be duly and validly issued, fully paid and non-assessableand free from all taxes, liens and charges with respect to the issuance thereof, and the Corporation shall take no action whichwill cause a contrary result (including without limitation, any action which would cause the Conversion Rate to be less than thepar value, if any, of the Common Stock).

(b)	*Costs.*The Corporation shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or deliveryof shares of Common Stock upon conversion of any shares of Series D Preferred Stock; provided that the Corporation shall not berequired to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificatefor such shares in a name other than that of the holder of the shares of Series D Preferred Stock in respect of which such sharesare being issued.

*(c)	Approvals.*If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series D Preferred Stock require registrationwith or approval of any governmental authority under any Federal or state law before such shares may be validly issued or deliveredupon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registrationor approval, as the case may be. If, and so long as, any Common Stock into which the shares of Series D Preferred Stock are thenconvertible is listed on any national securities exchange or on the NMS or NSCM, the Corporation will, if permitted by the rulesof such exchange or Nasdaq, list and keep listed on such exchange or the NMS or NSCM, upon official notice of issuance, all sharesof such Common Stock issuable upon conversion.

(d)	*Lostor Stolen Certificates*. Upon receipt by the Corporation of evidence of the loss, destruction, theft or mutilation of any SeriesD Preferred Stock certificates (the “Certificates”) and (in the case of loss, theft or destruction) of indemnity orsecurity reasonably satisfactory to the Corporation, and upon surrender and cancellation of the Certificates, if mutilated, theCorporation shall execute and deliver new Series D Preferred Stock Certificates of like tenor and date. However, the Corporationshall not be obligated to re-issue such lost or stolen Series D Preferred Stock Certificates if the Holder thereof contemporaneouslyrequests the Corporation to convert such Series D Preferred Stock into Common Stock, in which event the Corporation shall be entitledto rely on an affidavit of loss, destruction or theft of the Series D Preferred Stock Certificate or, in the case of mutilation,tender of the mutilated certificate, and shall issue the shares of Common Stock issuable upon conversion.

(e)	*NoFractional Shares*. If the number of shares of Common Stock issuable upon the conversion of Series D Preferred Stock resultsin any fractional shares, the Corporation shall not be required to issue fractions of shares, upon conversion of the Series DPreferred Stock or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of ashare called for upon any conversion hereof, the Corporation shall pay to the holder an amount in cash equal to such fractionmultiplied by the current market value of such fractional share, determined as follows:

(i)	Ifthe Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listedfor trading on the NMS, the current market value shall be the average of the last reported sale prices of the Common Stock onsuch exchange for the ten (10) trading days prior to the date of conversion of Series D Preferred Stock; provided that if no suchsale is made on a day within such period or no closing sale price is quoted, that day’s market value shall be the averageof the closing bid and asked prices for such day on such exchange or system; or

(ii)	Ifthe Common Stock is listed in the over-the-counter market (other than on NMS) or admitted to unlisted trading privileges, thecurrent market value shall be the mean the average of the last reported bid and asked prices reported by the National QuotationBureau, Inc. for the ten (10) trading days prior to the date of the conversion of the Series D Preferred Stock; or

(iii)	Ifthe Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, thecurrent market value shall be an amount determined in a reasonable manner by the Board of Directors of the Corporation.

(f)	Statusof Converted Stock. In the event any shares of Series D Preferred Stock shall be converted as contemplated hereby, the sharesso converted shall be cancelled, shall return to the status of authorized but unissued shares of Preferred Stock of no designatedclass or series, and shall not be issuable by the Corporation as Series D Preferred Stock.

 

**3.              Effective Date of Filing (optional):**

 

 

**4.              Officer Signature _______________________________________________**

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**Filing Fee: $175.00**

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**IMPORTANT:**Failureto include any of the above information and submit the proper fees may cause this filing to be rejected.

 

**SUBMIT IN DUPLICATE**

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