OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response. . . 11
- --------------------------------------------------------------------------------
UNITED STATES
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
- --------------------------------------------------------------------------------
(Title of Class of Securities)
37182R102
- --------------------------------------------------------------------------------
(CUSIP Number)
Amy Wang, Esq.
6353 W. Sunset Boulevard, Suite 4006, Hollywood, CA 90028
(323) 960-3802
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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).
CUSIP No. 007586100
- --------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Hamilton Atlantic
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...................................................................
(b) ...................................................................
- --------------------------------------------------------------------------------
3. SEC Use Only.............................................................
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
Cash
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) ................................................................
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Cayman Islands
- --------------------------------------------------------------------------------
7. Sole Voting Power
20,960,016
--------------------------------------------------------------------
8. Shared Voting Power ...........................................
--------------------------------------------------------------------
9. Sole Dispositive Power
20,960,016
--------------------------------------------------------------------
10. Shared Dispositive Power ......................................
---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,960,016
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........................................................
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.17%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
2
The following constitutes the Schedule 13D filed by the undersigned (the
"Schedule 13D").
ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of common stock (the "Shares") 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.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of all persons and entities and participants
of Hamilton Atlantic., an entity organized under the laws of the Cayman Islands
("Hamilton"). Hamilton is referred to herein as the "Reporting Person."
The Reporting Person is a privately held company formed for the purpose of
acquiring certain intellectual property rights related to the development and
commercialization of biotechnology drugs, primarily anti-CD55 antibodies that
could be developed and commercialized for the treatment of cancer, including
certain patents, patent applications, materials, and know-how (the "Intellectual
Property"). The address of the Reporting Person's registered office is of The
Harbour Trust Co. Ltd., One Capital Place, P.O. Box 897, George Town, Grand
Cayman KY1 - 1103, Cayman Islands. Graham May and Amy Wang are Directors of the
Reporting Person and as such have voting and dispositive power over the shares
held by the Reporting Person.
During the last five years the Reporting Person has not been convicted in a
criminal proceeding, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person received 20,960,016 Shares as consideration for the
Intellectual Property purchased by the Issuer pursuant to the Asset Purchase
Agreement dated March 15, 2010 by and among the Reporting Person, Issuer and the
other signatories thereto.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired Shares as consideration for the Intellectual
Property purchased by the Issuer pursuant to the Asset Purchase Agreement dated
March 15, 2010 by and among the Reporting Person, Issuer and the other
signatories thereto. Subject to market conditions and other factors, the
Reporting Person may purchase additional Shares, maintain its present ownership
of Shares or sell some or all of the Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of the filing of this Schedule 13D, the Reporting
Person owns 20,960,016 Shares, which represents approximately
29.17% of the Shares outstanding, based on a total of 71,860,008
shares of the Common Stock outstanding as of March 15, 2010.
(b) Graham May and Amy Wang, as Directors of the Reporting Person,
have the power to vote and dispose of the Shares owned by the
Reporting Person, but Mr. May and Ms. Wang disclaim beneficial
ownership of the Shares owned by the Reporting Person.
(c) The Reporting Person has agreed to distribute the Shares to its
shareholders, pursuant to a Share Distribution Agreement dated
March 9, 2010. Each shareholder of the Reporting Person will
receive a proportionate number of Shares, based on its ownership
of stock of the Reporting Person, as set forth in the Share
Distribution Agreement.
3
(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 proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described herein, there are no contracts, arrangements,
understandings or relationships between the Reporting Person and any other
person, with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. 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(1).
2. Share Distribution Agreement among Hamilton Atlantic and shareholders
of Hamilton Atlantic dated March 9, 2010(2).
- --------------
(1) Incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on
Form 8-K filed on March 19, 2010.
(2) Filed herewith.
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.
Dated: March 25, 2010
HAMILTON ATLANTIC
By: /s/ Amy Wang
---------------------
4
SHARE DISTRIBUTION AGREEMENT
PARTIES
(1) HAMILTON ATLANTIC, a company incorporated under the laws of the Cayman
Islands, (Registered No. 209852) and having its registered office at
c/o The Harbour Trust, One Capital Place, PO Box 897, George Town,
Grand Cayman, KY1 - 1103, Cayman Islands, British West Indies
(`Company');
(2) BRISTOL INVESTMENT FUND, LTD, a company incorporated under the laws of
the Cayman Islands, and having its registered office at Caledonian
House, 69 Dr. Roy's Drive, George Town, Grand Cayman, KY1 - 1102,
Cayman Islands, British West Indies (`Bristol'); and
(3) PRO-FUND ADMINISTRATION LIMITED, a company incorporated under the laws
of Cyprus, (Registered No. HE154323) and having its registered office
at Stratigou Timayia 68, M. Frangos Court, 5th Floor, Office 501, P.O.
6051, Larnaca, Cyprus (`Pro-Fund'); and
(4) BATAVIA HOLDINGS LIMITED, a company incorporated under the laws of Hong
Kong, and having its registered office at 19/F, Seaview Commercial
Building , 21-24 Connaught Road West, Hong Kong (`Batavia'); and
(5) 0796625 B.C. LTD., a company incorporated under the laws of Canada and
having its registered office at 927-470 Granville Street, Vancouver,
British Columbia, Canada ("BC").
WHEREAS
(A) The Company is owned by Bristol, Pro-Fund, Batavia, and BC and was
formed to take ownership of certain valuable intellectual property in
the form of drug patents (`IP') and then to licence that IP to a
company listed in the United States ("U.S.") named Sunburst
Acquisitions III Inc, now renamed as Percipio Biotherapeutics, Inc
(`Percipio') in exchange for shares in Percipio (`Percipio Licence').
(B) Percipio, the parties and their respective advisers have agreed that,
as part of a larger reorganisation and series of financing
transactions, the Company will terminate the Percipio Licence and then
assign the IP to another publicly traded U.S. company known as Genesis
Biopharma Inc (`Genesis') in consideration of the issue to the Company,
or to its order, of a total of 20,960,016 shares in Genesis (`Genesis
Shares').
(C) All the parties have agreed that the Genesis Shares should more
efficiently be distributed forthwith by the Company to its shareholders
directly, rather than to be held long term by the Company, with the
shareholders to receive a proportionate distribution of the Genesis
Shares based on their ownership of stock in the Company.
1
(D) The parties have agreed to enter into this Share Distribution Agreement
to determine the methodology and beneficiaries of the distribution of
the Genesis Shares on the terms and conditions hereinafter appearing.
OPERATIVE PROVISIONS
1. ENTRY INTO AGREEMENTS
The Company agrees that it shall enter into all relevant agreements as
drafted by U.S. attorneys for the termination of the Percipio Licence
and the entry into an assignment of the IP to Genesis on terms whereby
it is entitled to receive the Genesis Shares.
2. ALLOCATION OF GENESIS SHARES
The Genesis Shares shall be allocated (the "Share Allocation") to those
shareholders listed in the attached schedule (the "Allocation
Schedule"), in such numbers and percentages as set forth in the
Allocation Schedule. The Company hereby agrees, with the consent and
approval of Bristol,Pro-Fund, Batavia, and BC to arrange all such
appropriate action and documentation to effectuate such Share
Allocation within ten (10) business days of the closing of the
transaction whereby the Company is entitled to receive the Genesis
Shares.
3. DURATION
This Share Distribution Agreement shall continue in full force and
effect until the Share Allocation is complete and each party listed on
the Allocation Schedule has received its allotted number of Genesis
Shares.
4. CONFIDENTIALITY
4.1 CONFIDENTIALITY OBLIGATION
Each party hereto undertakes with each other party hereto that
it shall use best endeavours to keep confidential (and to
ensure that its officers, employees, agents and professional
and other advisers keep confidential) any information:
4.1.1 Which it may have or acquire (whether before or after
the date of this Agreement) in relation to the
customers, business, assets or affairs of the
intended business contemplated herein,
4.1.2 Which, in consequence of the negotiations relating to
this agreement or the Agreement or the exercise of
its rights or performance of its obligations under
this agreement, it may have or acquire (whether
before or after the date of this agreement) in
relation to the customers, business, assets or
affairs of any party hereto; or
4.1.3 Which relates to the contents of this agreement.
2
No party shall use for its own business purposes or disclose
to any third party any such information (collectively
`Confidential Information') without consent of the other
parties. In performing its obligations under this clause 5,
each party shall apply such confidentiality standards and
procedures as it applies generally in relation to its own
Confidential Information.
4.2 EXCEPTIONS FROM CONFIDENTIALITY OBLIGATION
The obligation of confidentiality under clause 5.1 shall not
apply to:
4.2.1 the disclosure of information to the extent required
to be disclosed by law, any stock exchange regulation
or any binding judgement, order or requirement of any
court or other competent authority;
4.2.2 the disclosure of information to any tax authority to
the extent reasonably required for the purposes of
the tax affairs of the party concerned;
4.2.3 the disclosure in confidence to a party's
professional advisers of information reasonably
required to be disclosed for a purpose reasonably
incidental to this agreement; or
4.2.4 information which becomes within the public domain
(otherwise than as a result of a breach of this
clause 5)
4.3 EMPLOYEES, AGENTS AND ADVISERS
Each party shall ensure that any officer, employee or agent or
any professional or other adviser advising it in relation to
the matters referred to in this agreement, or to whom it
provides Confidential Information, that such information is
confidential and shall instruct them;
5.3.1 to keep it confidential; and
5.3.2 not to disclose it to any third party (other than
those persons to whom it has already been disclosed
in accordance with the terms of this Agreement).
The disclosing party shall remain responsible for any breach
of this clause 5 by the person to whom it is disclosed.
4.4 RETURN OF CONFIDENTIAL INFORMATION
Upon termination of this agreement, any party hereto may
demand from the other the return of any Confidential
Information by notice in writing; whereupon the other party
shall:
4.4.1 return all documents containing Confidential
Information which have been provided by or on behalf
of the party demanding the return of Confidential
Information; and
3
4.4.2 destroy any copies of such documents and any document
or other record reproducing, containing or made from
or with reference to the Confidential Information.
(save, in each case, for any submission to or filing with
governmental, tax or regulatory authorities). Such return or
destruction shall take place as soon as practicable after the
receipt of any such notice.
4.5 SURVIVAL AFTER TERMINATION
The provisions of this clause 5 shall survive any termination
of this Agreement.
5. ASSIGNMENT
This Agreement may not be assigned by any party without the prior
written consent of the other parties, except that the parties accept
that Pro-Fund may use another associated company owned by its
principals to receive its percentage allocation of the Genesis Shares.
6. AMENDMENT
This Agreement may not be amended except by the written consent of all
parties.
7. NOTICES
All notices required to be delivered under this Agreement by any party
to the other shall be sent by telefax, at such telefax numbers as are
set forth at the beginning of this Agreement, or such address ands
telex or telefax numbers as the parties shall thereafter provide to
each other in writing.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Cayman Islands. Any disputes which may arise out of
this Agreement, if not resolved amicably between the parties, shall be
settled finally before the courts of the Cayman Islands. If any party
shall commence an action or proceeding to enforce any provisions of
this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party or parties to such action or
proceeding for its reasonable attorneys' fees and other costs and
expenses including but not limited to court costs incurred with the
investigation, preparation and prosecution of such action or proceeding
4
DATED THIS 9th DAY OF March 2010
ATTESTATIONS
Signed by [ ]
On behalf of
HAMILTON ATLANTIC
in the presence of:
Signed by [ ]
On behalf of
BRISTOL INVESTMENT FUND, LTD
in the presence of:
Signed by [ ]
On behalf of
PRO-FUND ADMINISTRATION LIMITED
in the presence of:
Signed by [ ]
On behalf of
BATAVIA HOLDINGS LIMITED
in the presence of:
Signed by [ ]
On behalf of
0796625 B.C. LTD
in the presence of:
5
ALLOCATION SCHEDULE
Referred to in Clauses 2 and 3
- ------------------------------------------------------ -------------------- ------------------ -------------------
Shareholder Name Current Hamilton Genesis Shares % of Hamilton
Atlantic Shares Atlantic Holding
- ------------------------------------------------------ -------------------- ------------------ -------------------
Pro-Fund Administration Ltd. - Genesis shares will 50 5,854,753 27.93%
be issued to "Cadogan Capital (Nevis)"
- ------------------------------------------------------ -------------------- ------------------ -------------------
Bristol Investment Fund, Ltd. 50 5,854,753 27.93%
- ------------------------------------------------------ -------------------- ------------------ -------------------
Batavia Holdings Limited 50 5,854,753 27.93%
- ------------------------------------------------------ -------------------- ------------------ -------------------
0796625 B.C. LTD. 29 3,395,757 16.20%
- ------------------------------------------------------ -------------------- ------------------ -------------------
6