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EX-10.1 - FORM OF AMENDMENT - IOVANCE BIOTHERAPEUTICS, INC.v243769_ex10-1.htm
EX-10.2 - FORM OF AMENDMENT - IOVANCE BIOTHERAPEUTICS, INC.v243769_ex10-2.htm
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 8-K/A (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 30, 2011
 
GENESIS BIOPHARMA, INC
 (EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)


NEVADA
000-53172
75-3254381
(STATE OR OTHER JURISDICTION OF INCORPORATION))
(COMMISSION FILE NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION)

 
11500 Olympic Boulevard, Suite 400, Los Angeles CA 90064
 
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (866) 963-2220
 
N/A
 
(Former name or former address, if changed since last report)
 
 
 
 
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))


 
 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective December 19, 2011, Genesis Biopharma, Inc. (the “Company”) entered into agreements with all the holders of the Company’s previously issued Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes (the “Notes”) whereby the maturity date of the Notes has been further extended from December 19, 2011 to January 5, 2012.  In consideration of the second extension of the maturity date of the Notes the Company agreed to a modification of the anti-dilution provisions of the Notes as well as the Tranche A Warrants to purchase common stock and Tranche B Warrants to purchase common stock previously issued in conjunction with the Notes.

The foregoing description of the Amendment No.2 to the Tranche A Senior  Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes as well as the Amendment No.2 to the Tranche A Warrants to Purchase Common Stock and Tranche B Warrants to Purchase Common Stock does not purport to be complete and is qualified in its entirely by the forms of Amendment No. 2 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes and Amendment No. 2 to Tranche A Warrants to Purchase Common Stock and Tranche B Warrants to Purchase Common Stock attached hereto as Exhibits 10.1 and 10.2, respectively and which are incorporated herein by reference.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

Exhibit No.
 
Description
     
10.1
 
Form of Amendment No. 2 to Tranche A Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes
10.2
 
Form of Amendment No. 2 Tranche A Warrants to Purchase Common Stock and Tranche B Warrants to Purchase Common Stock


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
GENESIS BIOPHARMA, INC.
 
       
       
Date:  December 19, 2011
By:
/s/ Anthony J. Cataldo  
    Anthony J. Cataldo, Chairman, Chief Executive
Officer and President