GENESIS BIOPHARMA, INC.
1601 N. Sepulveda Blvd., #632
Manhattan Beach, California 90266
formerly known as:
FREIGHT MANAGEMENT CORP.
Suite 200, 8275 Eastern Ave.
Las Vegas, Nevada 89123
Commission File No.: 000-53127
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
This Information Statement is being mailed on or about March 19, 2010, to the
holders of record on March 15, 2010, of the shares of our common stock. It is
being furnished in connection with the appointment of certain individuals to our
board of directors without a meeting of the stockholders, resulting in a change
in control of our company.
On March 15, 2010, we appointed Robert Brooke and Richard McKilligan to our
board of directors, effective immediately.
On March 15, 2010, we did the following:
* Effected a 24-for-1 forward stock split of our outstanding common
stock and correspondingly increased our authorized common stock from
75,000,000 shares to 1,800,000,000 shares.
* Our wholly owned subsidiary and our company entered into an Asset
Purchase Agreement with Hamilton Atlantic, whereby our subsidiary
acquired all of the assets of Hamilton Atlantic related to the
development and commercialization of anti-CD55 antibodies, including
certain patents, patent applications, materials, and know-how.
* Filed the Articles of Merger effecting the merger with our wholly
owned subsidiary, with us as the surviving corporation, changed our
name from Freight Management Corp. to Genesis Biopharma, Inc. (the
"Company"), and changed our principal office location.
* Accepted the resignations of Ibrahim Abotaleb and Gerald Lewis from
the board, all to be effective ten days after the filing of this
Information Statement with the Securities and Exchange Commission and
its distribution to our stockholders of record, and appointed Robert
Brooke as our new President and Chief Executive Officer and Richard
McKilligan as our new Secretary, Treasurer, and Chief Financial
Officer.
* Completed a private placement of an aggregate of 12,799,968 shares
(post-split) of our common stock for a total purchase price of
$400,000.
These transactions are described in more detail in the Current Report on Form
8-K filed on March 19, 2010 with the Securities and Exchange Commission. Copies
of the Articles of Merger, Agreement and Plan of Merger, Asset Purchase
Agreement, and other transaction documents are attached as exhibits thereto.
No action was required by our stockholders to appoint Messrs. Brooke and
McKilligan to our board of directors, and no action is required by our
stockholders to accept the resignations of Messrs. Abotaleb and Lewis. This
Information Statement and the information contained herein are being transmitted
to our stockholders pursuant to Section 14(f) of the Securities Exchange Act of
1934 and Rule 14f-1 thereunder ten days prior to the date Messrs. Brooke and
McKilligan become the majority of our directors.
Our principal executive office is currently located at 1601 N. Sepulveda Blvd.,
#632, Manhattan Beach, California 90266. Our telephone number is (866) 963-2220.
VOTING SECURITIES
Our authorized capital stock consists of 1,800,000,000 shares of common stock,
$0.001 par value per share. Our common stock is the only class of voting
securities issued and outstanding. Each share of common stock is entitled to one
vote. As of the date of this Information Statement (after adjustment for the
split and the return to our treasury for cancellation of 83,339,976 shares of
our common stock), there were 71,860,008 shares of our common stock issued and
outstanding.
APPOINTMENT OF NEW DIRECTORS
Our board of directors currently consists of four members. Two of our directors,
Robert Brooke and Richard McKilligan, were designated by us effective March 15,
2010, and each will hold office until his successor is elected and qualified or
until his death, resignation or removal. The resignations of each of our other
two directors, Ibrahim Abotaleb and Gerald Lewis, will be effective ten days
after the filing of this Information Statement with the Securities and Exchange
Commission and its distribution to our stockholders of record, at which time our
board will consist of Mr. Brooke and Mr. McKilligan.
CHANGE IN CONTROL
Each of the foregoing new directors has accepted the appointment as a director,
and ten days following the filing of this Information Statement with the
Securities and Exchange Commission and its distribution to our stockholders of
record, the resignations of our two other directors will be effective. At that
time, control of our board will have changed.
As of the date of this Information Statement, Mr. Brooke acquired beneficial
ownership of 9,940,008 shares (post-split) of our common stock held by Mr.
Abotaleb and Mr. McKilligan acquired beneficial ownership of 2,720,016 shares
(post-split) of our common stock held by Mr. Abotaleb. The balance of the shares
held by Mr. Abotaleb and all of the shares held by Mr. Lewis, totaling an
aggregate of 83,339,976 (post-split), were then returned to the Company for
cancellation and are no longer outstanding.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning our current executive
officers and directors, including the those whose resignation from the board of
directors will be effective ten days after the filing of this Information
Statement with the Securities and Exchange Commission and its distribution to
our stockholders of record:
Name Age Position
---- --- --------
Robert Brooke 29 President, Chief Executive Officer, and Director
Richard McKilligan 46 Secretary, Treasurer, Chief Financial Officer,
and Director
Ibrahim Abotaleb 34 Director
Gerald Lewis 60 Director
ROBERT BROOKE was appointed as our President, Chief Executive Officer, and also
as a Director, on March 15, 2010. Mr. Brooke is the founder and President of
Percipio Biosciences, Inc., a research diagnostics company that manufactures and
distributes world-wide products related to oxidative stress research. From 2004
to 2008, he was an analyst with Bristol Capital Advisors, LLC, investment
manager to Bristol Investment Fund, Ltd. During this period, Bristol financed
over 60 public healthcare and life science companies and was listed by The PIPEs
Report as the most active investor in private placements by public biotechnology
companies. He currently is a member of the Los Angeles Gerontology Research
Group. Mr. Brooke earned a B.S. in Electrical Engineering from Georgia Tech in
2003 and a M.S. in Biomedical Engineering from UCLA in 2005.
RICHARD MCKILLIGAN was appointed as our Secretary, Treasurer, Chief Financial
Officer, and also as a Director, on March 15, 2010. Mr. McKilligan is a director
of Bristol Investment Fund, Ltd., which holds a significant equity stake in the
Company. He is also Chief Financial Officer and General Counsel of Derycz
Scientific, Inc., a publicly traded company engaged in providing published
content to its customers for marketing, regulatory or research purposes. Mr.
Brooke was an associate with Morgan, Lewis & Bockius, LLP in their New York and
London offices from 2000 until January 2006. He is a member of the State Bar of
California, the New York State Bar Association and The Florida Bar. Mr.
McKilligan earned his law degree from Cornell Law School, his MBA from the
University of Chicago and his undergraduate degree in Accountancy from the
University of Illinois at Urbana-Champaign.
IBRAHIM ABOTALEB has been a Director of the Company since inception. He was our
President and Chief Executive Officer since the Company's inception until his
resignation on March 15, 2010. From September 2006 to the present, Mr. Abotaleb
has been employed as the Commercial and Marketing Manager for Medlevant Shipping
Co. in Alexandria. Medlevant is the exclusive representative for Hapag-Lloyd AG
in Egypt. From January 2006 to August 2006 he was employed as the Sales &
Marketing Manager for the Arabian Gulf Marine Trading Co., which was the
representative for Hatsu Marine Limited. From July 2001 to December 2005 he was
employed with the Arabian Gulf Marine Co. where he first served as the Marketing
and Business Deputy manager and was promoted to Business Export Manager in
January 2003. From October 1998 to June 2001 he was employed with Finmar
Shipping Co., an agency representative of the Yang Ming Line. He started as a
Sales Executive and was promoted to Sales Supervisor in January 2000. Mr.
Abotaleb received a Master's degree in Shipping and International Transport from
the Arab Academy of Science and Technology, in Alexandria, Egypt in 2004. He
also received a Bachelor's degree in Accounting from the University of
Alexandria, Egypt in 1997.
GERALD LEWIS has been a Director of the Company since inception, and was the
Secretary, Treasurer and Chief Financial Officer from inception until his
resignation on March 15, 2010. Prior to his retirement in 2005, Mr. Lewis was
self employed in the apartment rental business, which he started in 1979. He
owned various buildings, and up to 135 rental suites, in Edmonton, Alberta
Canada, which he managed and operated himself. He received a degree in
mechanical engineering from the University of Alberta in 1972 and his P.Eng
(professional engineering certification) in 1975.
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There are no family relationships among any of our directors, executive officers
or key employees.
We do not have agreements with any of our directors, and we currently do not
have any agreements with our executive officers. We intend to enter into
definitive employment agreements with Mr. Brooke and Mr. McKilligan with respect
to their duties and responsibilities as executive officers of our company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Company's acquisition of the assets pursuant to the
Purchase Agreement from Hamilton Atlantic, and after the related 24-for-1
forward stock split and the related merger of our wholly owned subsidiary, Mr.
Brooke acquired beneficial ownership of 9,940,008 shares (post-split) of our
common stock held by Mr. Abotaleb and Mr. McKilligan acquired beneficial
ownership of 2,720,016 shares (post-split) of our common stock held by Mr.
Abotaleb. The balance of the shares held by Mr. Abotaleb and all of the shares
held by Mr. Lewis, totaling an aggregate of 83,339,976 (post-split), were then
returned to the Company for cancellation and are no longer outstanding.
Richard McKilligan is a director of Bristol Investment Fund, Ltd., which is one
of the investors in our recently completed private placement and a current
stockholder of the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
We do not currently compensate our directors in cash for their service as
members of our board of directors. We do reimburse our directors for reasonable
expenses in connection with attendance at board meetings. From inception to
date, we have not paid compensation to our executive officers. The Company
intends to enter into definitive employment agreements with Mr. Brooke and Mr.
McKilligan, which agreements will provide for compensation commensurate for
their responsibilities as executive officers of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the shares of
common stock beneficially owned or deemed to be beneficially owned as of March
19, 2010 by: (i) each person whom we know beneficially owns more than 5% of our
common stock, (ii) each of our directors, (iii) the executive officers named in
the summary compensation table, and (iv) all such directors and executive
officers as a group.
Except as indicated by the footnotes below, we believe, based on the information
furnished to us, that the persons and entities named in the table below have
sole voting and investment power with respect to all shares of our common stock
that they beneficially own, subject to applicable community property laws.
In computing the number of shares of common stock beneficially owned by a person
and the percentage ownership of that person, pursuant to the rules prescribed by
the SEC we deem outstanding shares of common stock subject to options or
warrants held by that person that are currently exercisable or exercisable
within 60 days of March 19, 2010 and we do not deem these shares outstanding for
the purpose of computing the percentage ownership of any other person. As of the
date of this Information Statement, we do not have any options, warrants, or
other convertible securities outstanding.
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Shares of Common Stock Percent of Common Stock
Name Beneficially Owned (1) Beneficially Owned (1)
---- ---------------------- ----------------------
5% OR GREATER OWNERS:
Hamilton Atlantic (2) 20,960,016 29.2%
Theorem Group, LLC (3) 6,400,008 8.9%
DIRECTORS AND EXECUTIVE OFFICERS:
Robert Brooke 9,940,008 13.8%
Richard McKilligan 2,720,016 3.8%
Ibrahim Abotaleb 0 0
Gerald Lewis 0 0
All directors and executive officers
as a group (4 persons): 12,660,024 17.6%
- ----------
(1) Applicable percentage ownership is based on 71,860,008 shares (post-split)
of common stock outstanding at March 19, 2010. The number of shares of
common stock owned are those "beneficially owned" as determined under the
rules of the Securities and Exchange Commission, including any shares of
common stock as to which a person has sole or shared voting or investment
power and any shares of common stock which the person has the right to
acquire within sixty (60) days through the exercise of any option, warrant
or right.
(2) Amy Wang and Graham May exercise dispositive and voting control with
respect to the shares held by Hamilton Atlantic.
(3) Anshuman Dube exercises dispositive and voting control with respect to the
shares held by Theorem Group.
COMMITTEES OF THE BOARD OF DIRECTORS
We do not have standing audit, nominating or compensation committees of the
board of directors, or committees performing similar functions, and therefore
our entire board of directors performs such functions. We are not currently
listed on any national exchange and are not required to maintain such committees
by any self-regulatory agency. We do not believe it is necessary for our board
of directors to appoint such committees because the volume of matters that come
before our board of directors for consideration permits each director to give
sufficient time and attention to such matters to be involved in all decision
making. Messrs. Sturdy and Anderson are independent directors. All directors
participate in the consideration of director nominees. We do not have a policy
with regard to attendance at board meetings.
We do not have a policy with regard to consideration of nominations of
directors. We accept nominations for directors from our security holders. There
is no minimum qualification for a nominee to be considered by our directors. All
of our directors will consider any nomination and will consider such nomination
in accordance with his or her fiduciary responsibility to the Company and its
stockholders.
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Security holders may send communications to our board of directors by writing to
Genesis Biopharma, Inc., 1601 N. Sepulveda Blvd., #632, Manhattan Beach,
California 90266, attention Board of Directors or any specified director. Any
correspondence received at the foregoing address to the attention of one or more
directors is promptly forwarded to such director or directors.
GENESIS BIOPHARMA, INC. a Nevada corporation
Dated: March 19, 2010 By: /s/ Robert Brooke
-----------------------------------------
Robert Brooke
President and Chief Executive Officer
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