Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GENESIS BIOPHARMA, INC
Jurisdiction of Incorporation/Organization
NE
Year of Incorporation/Organization
2007

Previous Name(s)

  • FREIGHT MANAGEMENT CORP
  • FREIGHT MANAGEMENT CORP
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

11500 OLYMPIC BOULEVARD
SUITE 400
LOS ANGELES, CA 90064
Phone Number: subscription required

Item 3. Related Persons

Name
ANTHONY CATALDO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL HANDELMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DR. L. STEPHEN COLES
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DR. WILLIAM ANDREWS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MERRILL A. MCPEAK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARTIN SCHROEDER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID VOYTICKY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
NO REVENUES

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
07/27/2011

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Debt
  • Option, Warrant or Other Right to Acquire Another Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
CANACCORD GENUITY, INC.
Recipient CRD Number
1020
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
99 HIGH STREET
SUITE 1200
BOSTON, MA 02110
States of Solicitation
  • CA

Item 12. Sales Compensation

Recipient
COWEN AND COMPANY LLC
Recipient CRD Number
7616
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022
States of Solicitation
  • CA

Item 13. Offering and Sales Amounts

Total Offering Amount
5000000
Total Amount Sold
5000000
Total Remaining to be Sold
0
Clarification of Response
*OF THE $5,000,000 SUBSCRIBED TO, $2,500,000 IS HELD IN ESCROW PER TERMS OF AN ESCROW AGREEMENT. FUNDS TO BE RELEASED TO ISSUER PROVIDED IT EXECUTES A WORLDWIDE NON-EXCLUSIVE LICENSE TO CERTAIN INTELLECTUAL PROPERTY OWNED BY THE U.S. GOVERNMENT

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
5

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
350000.0
Finders' Fees
0.0
Clarification of Response
*BASED UPON FULL OFFERING OF $5,000,000 TO DATE $2,500,000 REMAINS IN ESCROW AND AS SUCH COMMISSIONS PAID CURRENTLY $175,000

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
GENESIS BIOPHARMA, INC
Issuer Signature
MICHAEL HANDELMAN
Signer Name
/S/ MICHAEL HANDELMAN
Signer Title
CHIEF FINANCIAL OFFICER AND DIRECTOR
Signature Date
08/09/2011
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