SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. __ )*
Genesis
Biopharma, Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
35702Q109
(CUSIP
Number)
Robert T.
Brooke
Chief
Executive Officer
1601
North Sepulveda Boulevard, #632
Manhattan
Beach, CA 90266
513-869-9793
copies
to:
Gia C.
Twine, Esq.
Law
Office of Jennifer A. Post
340 North
Camden Drive, Suite 302
Beverly
Hills, CA 90210
818-612-6120
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 14,
2010
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.
35702Q109
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Page 2 of 6
Pages
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1.
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Names
of reporting persons
Robert
T. Brooke
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2.
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Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
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3.
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SEC
use only
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4.
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Source
of funds (see instructions)
PF
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5.
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Check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e) o
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6.
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Citizenship
or place of organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person with:
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7.
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Sole
voting
power 5,940,008
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8.
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Shared
voting
power 0
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9.
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Sole
dispositive
power 5,940,008
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10.
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Shared
dispositive
power 0
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11.
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Aggregate
amount beneficially owned by each reporting
person
5,940,008
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12.
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Check
if the aggregate amount in row (11) excludes certain shares (see
instructions) o
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13.
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Percent
of class represented by amount in row
(11)
8.3%
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14.
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Type
of reporting person (see instructions)
HC, IN
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CUSIP No.
35702Q109
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Page 3 of 6
Pages
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Item
1.
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Security
and Issuer
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This
statement on Schedule 13D relates to the Common Stock, $0.001 par value per
share (the “Common Stock”), of Genesis Biopharma, Inc. (the
“Issuer”). The address of the Issuer’s principal executive offices is
1601 North Sepulveda Boulevard, #632, Manhattan Beach, CA 90266.
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Item
2.
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Identity
and Background
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(a) Name:
Robert T. Brooke (the “Reporting Person”)
(b) Business
address: 1601 North Sepulveda Boulevard, #632, Manhattan Beach, CA
90266
(c) The
Reporting Person is the President, the Chief Executive Officer and a director of
the Issuer. The Issuer’s principal business is the development and
commercialization of drugs and other clinical solutions for underserved
diseases, including metastatic cancers and lethal infectious diseases, and its
address is 1601 North Sepulveda Boulevard, #632, Manhattan Beach, CA
90266.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
has not been and is not, as a result of any such proceeding, subject to a
judgment, decree or final order (1) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or (2) finding any violation with respect to such laws.
(f) The
Reporting Person is a citizen of the United States.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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The
Reporting Person used personal funds in the amount of $2,070.84 to purchase
414,167 shares of the Issuer’s Common Stock pursuant to a Stock Purchase
Agreement dated March 14, 2010 between Ibrahim Abotaleb and the Reporting
Person. On March 15, 2010, the Issuer effected a 24-to-1 forward stock split of
its Common Stock, pursuant to which the Reporting Person’s shares of the
Issuer’s stock were divided into 9,940,008 shares. On March 18, 2010, the
Reporting Person made gifts of 2,000,000 shares each to two persons (see Item 5
below), resulting in the 5,940,008 shares currently owned by the Reporting
Person and reported herein.
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Item
4.
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Purpose
of Transaction
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The
Reporting Person acquired the shares reported herein and became a director and
an officer of the Issuer in connection with the series of transactions described
below in this Item 4.
On March
15, 2010, the Issuer (then named Freight Management Corp.) and Genesis
Biopharma, Inc., a Nevada corporation and a newly formed merger subsidiary
wholly owned by the Issuer (“Merger Sub”), consummated a merger transaction (the
“Merger”) whereby Merger Sub merged into the Issuer, with the Issuer as the
surviving corporation. The Issuer and Merger Sub filed Articles of Merger on
March 15, 2010 with the Secretary of State of Nevada, along with the Agreement
and Plan of Merger entered into by the two parties effective as of March 15,
2010 (the “Merger Agreement”). The Merger Agreement and the Articles of Merger
provided for an amendment of the Issuer’s Articles of Incorporation, which
changed the Issuer’s name to “Genesis Biopharma, Inc.” effective as of March 15,
2010.
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CUSIP No.
35702Q109
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Page 4 of 6
Pages
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As a
result of the Merger, the Issuer acquired all of the assets and contractual
rights, and assumed all of the liabilities, of Merger Sub with respect to an
Asset Purchase Agreement (the “Purchase Agreement”) entered into effective March
15, 2010 by the Issuer and Merger Sub with Hamilton Atlantic, a Cayman Islands
company (“Hamilton”), and the other signatories thereto. Pursuant to the
Purchase Agreement, Hamilton sold, and Merger Sub acquired, all of Hamilton’s
rights, title and interest to certain assets related to the development and
commercialization of biotechnology drugs, primarily anti-CD55 antibodies that
could be developed and commercialized for the treatment of cancer (the
“Anti-CD55 Antibody Program”), including certain patents, patent applications,
materials, and know-how.
On March
15, 2010, after the effectiveness of the Merger, the Issuer entered into a
Patent and Know How Licence (the “License Agreement”) with Cancer Research
Technology Limited, a company registered in England and Wales (“CRT”). Pursuant
to the License Agreement, CRT granted to the Issuer an exclusive, worldwide
right and license in certain intellectual property related to a proprietary,
therapeutic use of anti-CD55 antibodies, including rights to patents and patent
applications related thereto, to research, develop, use, make, distribute, and
sell products utilizing the licensed intellectual property.
In
addition, effective March 15, 2010, the Issuer sold to accredited investors
pursuant to subscription agreements, in a private placement offering, an
aggregate of 12,799,968 shares (post-split) of its Common Stock, for an
aggregate purchase price of $400,000.
As two of
the Issuer’s directors have resigned effective March 29, 2010, the Reporting
Person, as an executive officer and director of the Issuer, is considering
appointing a new director to fill one of the vacancies. In his capacity as an
executive officer and director of the Issuer, the Reporting Person also may
actively pursue proposals that relate to or would result in any of the
transactions or events described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
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Item
5.
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Interest
in Securities of the Issuer
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(a) In
the aggregate, the Reporting Person beneficially owns, as of March 18, 2010,
5,940,008 shares of the Issuer’s Common Stock, representing approximately 8.3%
of such class of securities. This percentage of beneficial ownership
is based on a total of 71,860,008 shares of the Common Stock outstanding as of
March 15, 2010.
(b) The
Reporting Person has the sole power to vote or to direct the vote of, and the
sole power to dispose of or to direct the disposition of, 5,940,008 shares of
the Issuer’s Common Stock.
(c) The
information provided in Item 3 is incorporated herein by reference. The gifts
referenced in Item 3 were made to Thomas V. Brooke and Ronald B. Sew Hoy. As the
transactions were gifts from the Reporting Person, neither recipient paid a
purchase price for the shares gifted. Other than the transactions described in
Item 3, during the past sixty days, there have been no transactions in shares of
the Common Stock of the Issuer by the Reporting Person.
(d) No
person other than the Reporting Person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock reported hereby.
(e) Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Except as
reported above in Items 3, 4 and 5(c), there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between the Reporting
Person and any person with respect to any securities of the Issuer. The
information provided in Items 3, 4 and 5 is incorporated herein by
reference.
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CUSIP No.
35702Q109
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Page 5 of 6
Pages
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Item
7.
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Material
to be Filed as Exhibits
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(1)
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Stock
Purchase Agreement between Ibrahim Abotaleb and Robert Brooke dated March
14, 2010*
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(2)
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Articles
of Incorporation filed with the Nevada Secretary of State on September 17,
2007(1)
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(3)
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Certificate
of Change filed with the Nevada Secretary of State on March 15, 2010(2)
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(4)
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Articles
of Merger filed with the Nevada Secretary of State on March 15, 2010(3)
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(5)
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Agreement
and Plan of Merger between Freight Management Corp. (renamed Genesis
Biopharma, Inc.) and Genesis Biopharma, Inc. dated March 15, 2010(4)
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(6)
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Asset
Purchase Agreement among Freight Management Corp. (renamed Genesis
Biopharma, Inc.), Genesis Biopharma, Inc., Hamilton Atlantic and the other
signatories thereto dated March 15, 2010(5)
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(7)
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Patent
and Know How Licence between Cancer Research Technology Limited and
Genesis Biopharma, Inc. (formerly Freight Management Corp.) dated March
15, 2010(6)
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(8)
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Form
of Private Placement Subscription Agreement(7)
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| * | Filed herewith |
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(1)
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Incorporated
by reference to Exhibit 3.1 to the Issuer’s Registration Statement on Form
SB-2 filed on January 29,
2008.
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(2)
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Incorporated
by reference to Exhibit 3(i).2 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
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(3)
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Incorporated
by reference to Exhibit 3(i).3 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
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(4)
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Incorporated
by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
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(5)
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Incorporated
by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
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(6)
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Incorporated
by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
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(7)
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Incorporated
by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
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[signature
page follows]
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CUSIP No.
35702Q109
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Page 6 of 6
Pages
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date:
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March
24, 2010
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By:
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/s/
Robert T. Brooke
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Robert
T. Brooke
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STOCK
PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March
14th, 2010
by and between Ibrahim Abotaleb, an individual, (the “Seller”), and Robert
Brooke, an individual (the “Purchaser).
R E C I T A
L
WHEREAS,
the Seller desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, a total of Four-Hundred Fourteen Thousand One-Hundred
Sixty-Seven (414,167) shares (the “Shares”) of the common stock, par value
$0.005 (“Common Stock”), of Freight Management Corporation, a Nevada corporation
(the “Company”), registered in the name of the Seller for an aggregate purchase
price of $2,070.84 (the “Purchase Price”), upon and subject to the terms and
conditions hereinafter set forth.
A G R E E M E N
T
Accordingly,
in consideration of the premises and the mutual covenants, obligations and
agreements contained herein, the Purchaser and the Seller hereby agree as
follows:
1. Purchase and Sale of the
Shares. Upon the terms and subject to the conditions set forth
herein, the Seller agrees to sell, and the Purchaser agrees to purchase the
Shares for the Purchase Price.
2. Closing. The
closing for the purchase and sale of the Shares (the “Closing”) shall take place
on March 14th, 2010
(the “Closing Date”) at a time and location to be mutually agreed upon by the
parties. Any party may terminate this Agreement prior to Closing, by
delivering written notice of such party’s election to terminate this
Agreement. At the Closing, the Seller shall deliver to the Purchaser
the stock certificates evidencing the Shares, duly endorsed for transfer to the
Purchaser or accompanied by an assignment separate from certificate, and the
Purchaser shall deliver the Purchase Price to the Seller.
3. Representation, Warranties
and Covenants of the Seller. The Seller hereby represents,
warrants and covenants to Purchaser as follows:
3.1 Authorization;
Enforceability. The Seller has all corporate or individual right, power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereunder. This Agreement has been duly executed and
delivered by the Seller and constitutes the legal, valid and binding obligation
of the Seller, enforceable against the Seller in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies, and to limitations of public
policy.
3.2 Organization, Good Standing
and Qualification. The Seller, if a corporation, is duly organized,
validly existing and in good standing under the laws of its jurisdiction and has
full corporate power and authority to conduct its business.
3.3 Valid
Transfer. The Seller is the sole and complete owner of the
Shares and, when paid for by the Purchaser pursuant to this Agreement, the
Purchaser shall receive complete right, title and ownership to the Shares free
and clear of any encumbrances or restrictions, except as provide for under U.S.
federal securities laws.
3.4 Further Assurance. At
any time after the Closing, Seller shall execute, acknowledge and deliver to the
Purchaser any further documents, assurances or other matters, and will take any
other action consistent with the terms of this Agreement that may reasonably be
requested by the Purchaser and as are necessary or desirable to carry out the
purpose of this Agreement.
3.5 No Conflict; Governmental
Consents.
(a) The
execution and delivery by the Seller of this Agreement and the consummation of
the transactions contemplated hereunder will not result in the violation by the
Seller of any law, statute, rule, regulation, order, writ, injunction, judgment
or decree of any court or governmental authority to or by which the Seller is
bound, and will not conflict with, or result in a breach or violation of, any of
the terms or provisions of, or constitute (with due notice or lapse of time or
both) a default under, any lease, loan agreement, mortgage, security agreement,
trust indenture, or other agreement or instrument to which the Seller is a party
or by which it is bound.
(b) No
consent, approval, authorization or other order of any governmental authority or
other third party is required to be obtained by the Seller in connection with
the authorization, execution and delivery of this Agreement or with the sale and
transfer of the Shares, except such consents that have been obtained prior to
the Closing.
4. Representations and
Warranties of Purchaser. The Purchaser hereby represents and
warrants to the Seller as follows:
4.1 Authorization. (i)
the purchase of the Shares has been duly and properly authorized and this
Agreement has been duly executed and delivered by the Purchaser or on its behalf
and constitutes the valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
generally and to general principles of equity; (ii) the purchase of the Shares
does not conflict with or violate the Purchaser’s organizational documents, if
any, or any law, regulation or court order applicable to it; and (iii) the
purchase of the Shares does not impose any penalty or other onerous condition on
Purchaser under or pursuant to any applicable law or governmental
regulation.
4.2 Capacity. The
Purchaser has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the
prospective investment in the Shares, and has so evaluated the merits and risks
of such investment and is able to bear the economic risk of such investment and,
at the present time, is able to afford a complete loss of such
investment.
4.3 Reliance on
Information. The Purchaser acknowledges that it has not been
provided with a private placement memorandum or other form of offering document
regarding the Company or the Shares. Purchaser understands the practical and
legal benefits of receiving and reviewing such disclosure documents and is
willing to forego the benefits such documents would afford in order to purchase
the Shares at this time. To the extent deemed necessary or advisable
by the Purchaser, the Purchaser has retained, at the sole expense of Purchaser,
and relied upon, appropriate professional advice regarding the investment, tax
and legal merits and consequences of this Agreement and an investment in the
Shares.
4.4 No
Solicitation. The Purchaser represents that no Shares were
offered or sold to Purchaser by means of any form of general solicitation or
general advertising.
4.5 Purchase for Own
Account. The Purchaser understands that the Shares have not
been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act of 1933, as amended (“Securities Act”)
which depends, in part, upon the Purchaser’s investment intention. In
this connection, the Purchaser hereby represents that it is purchasing Shares
for its own account for investment and not with a present view toward the resale
or distribution to others or for resale in connection with any distribution or
public offering (within the meaning of the Securities Act), nor with any present
intention of distributing or selling the same and the Purchaser has no present
or contemplated agreement, undertaking, arrangement, obligation or commitment
providing for the disposition thereof. The Purchaser shall not sell or otherwise
transfer the Shares unless a subsequent disposition is registered under the
Securities Act or is exempt from such registration. The Purchaser
consents to the placement of the legend set forth below, or a substantial
equivalent thereof, on any certificate or other document evidencing the
Shares:
-2-
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF OTHER
APPLICABLE JURISDICTIONS.
5. Miscellaneous.
5.1 Amendments and
Waivers.
(a) This
Agreement sets forth the entire agreement and understanding between the parties
as to the subject matter hereof and thereof and supersedes all prior and
contemporaneous discussions, negotiations, agreements and understandings (oral
or written) with respect to such subject matter. This Agreement or
any provision hereof may be (i) amended only by mutual written agreement of the
Seller and the Purchaser or (ii) waived only by written agreement of the waiving
party. No course of dealing between or among the parties will be
deemed effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any party under or by reason of this
Agreement.
5.2 Successors and
Assigns. This Agreement shall be binding upon and inure to the
benefit of the Seller and its successors and assigns and the Purchaser and its
successors and assigns.
5.3 Notices. All
notices, demands and other communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be
deemed to duly given and received when delivered personally or transmitted by
facsimile and properly addressed to the party to receive the same at the address
set forth below or at such other address as such party may have designated by
advance written notice to the other parties.
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If
to the Seller:
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Ibrahim
Abotaleb
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24
El Gammal St, Cleopatra Hammat
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Alexandria,
21311, Egypt
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If
to the Purchaser:
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Robert
Brooke
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1601
N. Sepulveda Blvd., #632
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Manhattan
Beach, CA 90266
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5.4 Governing
Law. This Agreement shall be governed by the laws of
Egypt.
5.5 Attorneys'
Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party, as
specifically determined by the court, shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
5.6 Counterparts. This
Agreement may be executed in any number of counterparts and, notwithstanding
that any of the parties did not execute the same counterpart, each of such
counterparts (or facsimile copies thereof) shall, for all purposes, be accepted
as an original, and all such counterparts shall constitute one and the same
instrument binding on all of the parties hereto. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile shall be
as effective as delivery of a manually executed counterpart of a signature page
of this Agreement.
-3-
5.7 Headings. The
headings of the Sections hereof are inserted as a matter of convenience and for
reference only and in no way define, limit or describe the scope of this
Agreement or the meaning of any provision hereof.
5.8 Severability. In the
event that any provision of this Agreement or the application of any provision
hereof is declared to be illegal, invalid or otherwise unenforceable by a court
of competent jurisdiction, the remainder of this Agreement shall not be affected
except to the extent necessary to delete such illegal, invalid or unenforceable
provision unless the provision held invalid shall substantially impair the
benefit of the remaining portion of this Agreement.
-4-
IN
WITNESS WHEREOF, the parties have caused this Stock Purchase
Agreement to be duly executed and delivered as of the date first set
forth above.
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“SELLER”
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| /s/ Ibrahim Abotaleb | |
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[IBRAHIM
ABOTALEB]
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“PURCHASER”
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| /s/ Robert T. Brooke | |
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[ROBERT
BROOKE]
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-5-