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 7, 2011
GENESIS
BIOPHARMA, INC.
(Name of
small business issuer specified in its charter)
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Nevada
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000-53127
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75-3254381
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(State
or other jurisdiction
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(Commission
File No.)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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1601
N. Sepulveda Blvd., #632
Manhattan
Beach, CA 90266
(Address
of principal executive offices)
Not
Applicable.
(former
name or former address, if changed since last report)
(866)
963-2220
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
February 7, 2011, Genesis Biopharma, Inc., a Nevada corporation (the “Company”),
appointed Anthony Cataldo as the Company’s new President and Chief Executive
Officer, and Michael Handelman as the Company’s new Treasurer, Chief Financial
Officer and Secretary. The Company is currently in discussions with
each of Mr. Cataldo and Mr. Handelman regarding the terms and conditions of
their respective appointments.
In
addition, on February 7, 2011, both Messrs. Cataldo and Handelman were also
appointed as additional members to the Company’s Board of
Directors.
Anthony
J. Cataldo, 58, currently serves as the Chairman, Chief Executive Officer and a
Director of Oxis International, Inc. (“Oxis”), a position that he has held since
March 2009. Oxis is a public company engaged in the research,
development and sale of products that counteract the harmful effects of
“oxidative stress.” Mr. Cataldo served as Chief Executive Officer and
Chairman of the Board of VoIP, Inc., a public company and provider of Voice over
Internet Protocol (VoIP) communications, from September 2006 through April
2008. Mr. Cataldo currently also is the Chief Executive Officer and
Chairman of the Board of Green St. Energy, Inc., a public company that intends
to enter the alternative energy business. Mr. Cataldo joined Green
St. Energy, Inc, in September 2008. From October 2003 through August 2006, Mr.
Cataldo has served as non-executive Chairman of the Board of Directors of
BrandPartners Group, Inc., a public company provider of integrated products and
services dedicated to providing financial services and traditional retail
clients with turn-key environmental solutions. Mr. Cataldo also served as
non-executive Co-Chairman of the board of MultiCell Technologies, Inc., a public
company supplier of functional, non-tumorigenic immortalized human hepatocytes,
from February 2005 through July 2006. Mr. Cataldo has also served as Executive
Chairman of Calypte Biomedical Corporation, a publicly traded biotechnology
company, involved in the development and sale of urine based HIV-1 screening
tests from May 2002 through November 2004. Prior to that, Mr. Cataldo served as
the Chief Executive Officer and Chairman of the Board of Directors of Miracle
Entertainment, Inc., a Canadian film production company, from May 1999 through
May 2002 where he was the Executive Producer or Producer of several motion
pictures. From August 1995 to December 1998, Mr. Cataldo served as
President and Chairman of the Board of Senetek, PLC, a publicly traded
biotechnology company involved in age-related therapies.
Michael
Handelman, 52, currently serves as the Chief Financial Officer of Oxis
International, Inc., a position that he has held since March 1,
2010. Mr. Handelman was a financial management consultant to Oxis
from August 2009 until March 2010. Before joining Oxis, from November 2004 until
July 2009, Mr. Handelman served as Chief Financial Officer and Chief Operating
Officer of TechnoConcepts, Inc., a developing technology and manufacturing
company. Prior to that, Mr. Handelman served from October 2002 to October
2004 as Chief Financial Officer of Interglobal Waste Management, Inc., a
California start-up manufacturing company, and from July 1999 to September 2002
as Vice President and Chief Financial Officer of Janex International, a
children’s toy manufacturer. Mr. Handelman has also been the Chief
Financial Officer from 1993 to 1996 of the Los Angeles Kings, a National Hockey
League franchise. Mr. Handelman is a certified public accountant and holds
a degree in accounting from the City University of New York.
In
connection with the appointments of Messers. Cataldo and Handelman as new
directors and executive officers of the Company, on February 7, 2011 the Company
accepted the resignations of the following individuals:
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·
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Robert
T. Brooke, resigned as the Company’s President, Chief Executive Officer
and as a member of the Company’s Board of
Directors;
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·
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Richard
McKilligan, resigned as the Company’s Secretary, Treasurer, Chief
Financial Officer and as a member of the Company’s Board of Directors;
and
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·
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Mark
J. Ahn, resigned as a member of the Company’s Board of
Directors.
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Neither
Messrs. Brooke, McKilligan nor Ahn had any disagreements with the Company on any
matter relating to the Company's operations, policies or practices.
Concurrently
with his resignation, Mr. Brooke entered into an Advisory Agreement with the
Company on February 7, 2011. Pursuant to the agreement, Mr. Brooke agreed to
provide to the Company advisory services related to the development of the
Company’s therapeutic products for a period of one year beginning on February 7,
2011, for which he will receive a monthly cash compensation of $3,750. Pursuant
to the advisory agreement, Mr. Brooke agreed to submit for cancellation
1,500,000 shares of the Company’s common stock that he owns.
On
February 7, 2011, the Company also entered into an Advisory Agreement with
Richard McKilligan. Pursuant to the agreement, Mr. McKilligan has agreed provide
to the Company with advisory services related to the Company’s financial
accounting and reporting for a 3-month period beginning on February 7, 2011, for
which he will receive a monthly cash compensation of $2,500. The
advisory agreement further requires Mr. Brooke to submit for cancellation
1,500,000 shares of the Company’s common stock that he owns.
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. | |||
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Date: February
11, 2011
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By:
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/s/ ANTHONY CATALDO | |
| Anthony Cataldo, Chief Executive Officer | |||