SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 7, 2012
(Name of small business issuer specified
in its charter)
|(State or other jurisdiction
||(Commission File No.)
11500 Olympic Blvd., Suite 400
Los Angeles, CA 90064
(Address of principal executive offices)
(former name or former
address, if changed since last report)
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|¨||Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|¨||Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2012, Genesis Biopharma, Inc.
(“we,” “us,” “our,” “Genesis,” or the “Company”) entered into Note
and Common Stock Subscription Agreement (the “Subscription Agreement”) with eight accredited investors (collectively,
the “Purchasers”) in connection with the subscription by the Purchasers for certain Secured Promissory Notes
(the “Notes”) and shares of our common stock, par value $0.000041666 (the “Common Stock”).
Pursuant to the Subscription Agreements, the Purchasers have agreed to lend us an aggregate amount of up to $1,500,000. For a description
of significant terms of the sale, and related transaction documents, see the discussion under Item 3.02, below, which is incorporated
herein by reference.
Item 3.02 Unregistered Sale Of Equity Securities.
On May 7, 2012, we entered into Subscription
Agreements with the Purchaser, pursuant to which we agreed to sell to the Purchasers up to $1,500,000 of Notes. In addition, we
also agreed to issue to the Purchasers, for no additional consideration, one-half (1/2) share of Common Stock for every dollar
funded under the Notes. The Purchasers have agreed to fund the $1,500,000 purchase price in three weekly installments of $500,000
each. The first $500,000 installment was fully funded on May 7, 2012. The Subscription Agreement provides that if, at any time
while the Notes are outstanding, we consummate and equity and/or debt financing whereby the terms of such financing are more favorable
than those provided in the Notes, then the remaining outstanding portion of the credit facility shall be adjusted to have such
terms and conditions similar to those of the new financing.
The Notes issued pursuant to the Subscription
Agreement accrue interest on the outstanding principal amount of the Notes at the rate of 12% per annum. Interest on the Notes
is computed on the basis of a 365-day year and actual days elapsed. The Notes mature and are due and payable in full on the earlier
of (i) June 30, 2012, (ii) the date on which the Company has, after May 7, 2012, raised capital (debt or equity) equal to or greater
than $1,500,000 in the aggregate, or (iii) a sale and/or merger of the Company.
The repayment of the Notes is required to
be secured with a first lien on all of the assets of the Company, which lien will be parri passu with the Company’s
other current and future senior lenders. In addition, the Notes are required to be secured by a pledge of all of the shares of
Common Stock and by all Common Stock purchase options owned by the Company’s current chief executive officer/ president.
The Notes also provide that, at each Purchaser’s
sole discretion, the outstanding balance of each Note may be converted into, or exchanged for, securities issued in the Company’s
next capital raise on the same terms and conditions as are offered to any future investors.
The Notes and shares of Common Stock issued
to Purchasers under the Subscription Agreement were not registered under the Securities Act of 1933 and were issued and sold in
reliance upon the exemption from registration contained in Section 4(2) of the Act. Neither the Notes nor the shares may not
be reoffered or sold in the United States by the holders in the absence of an effective registration statement, or valid exemption
from the registration requirements, under the Act.
Item 8.01. Other Events.
On May 7, 2012, we issued press releases
in which we announced that we had terminated our previously announced proposed public offering pursuant to a preliminary prospectus
supplement and an effective shelf registration statement on file with the Securities and Exchange Commission due to market conditions
. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit
is included as part of this report.
||Form of Note and Common Stock Subscription Agreement|
||Form of Secured Promissory Note, due June 30, 2012|
||Press release of Genesis Biopharma, Inc. issued May 7, 2012|
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: May 11, 2012
||/s/ ANTHONY CATALDO|
Chief Executive Officer