Lion Biotechnologies Inc. (LBIO)

[doobins]

PRE14C: Reverse Split~ Ratio in the range 1-for-50 and 1-for-100


(1) to effect, at the discretion of our Board, a reverse stock split (pro-rata reduction of outstanding shares) of Common Stock at a reverse split ratio in the range of between 1-for-50 and 1-for-100 (the “Reverse Stock Split”), which specific ratio will be determined by the Chairman of our Board prior to filing the Restated Articles (as defined below);

(2) to fix the number of authorized shares of Common Stock after the Reverse Stock Split at one hundred and fifty million (150,000,000) shares of Common Stock (the “Common Stock Increase”), which change will result in an increase in the authorized number of shares of Common Stock;

(3) to authorize the issuance of fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share (the “Preferred Stock”), to be issued in series, and all properties of such Preferred Stock to be determined by the Company’s Board (the “Preferred Stock Authorization”);

(4) to change the name of the Company to “Lion Biotechnologies, Inc.” (the “Name Change”);

(5) to amend the Company’s Articles of Incorporation to add indemnification and limit the personal liability of officers and members of our Board (the “Indemnification”); and

(6) to approve an amendment to our 2011 stock option plan (a) increasing the number of shares of Common Stock authorized for issuance under the Genesis Biopharma, Inc. 2011 Equity Incentive Plan (the “Option Plan”) from 18,000,000 shares of Common Stock to 170,000,000 shares of Common Stock (prior to giving effect to the Reverse Stock Split), (b) increasing the maximum number of shares eligible for issuance under the Option Plan in any twelve-month period from 5,000,000 shares of Common Stock to 30,000,000 shares of Common Stock (prior to giving effect to the Reverse Stock Split) and (c) changing the name of the Option Plan to reflect the Name Change (collectively, the “Option Plan Amendment”).



www.sec.gov/Archives/edgar/data/1425205/000151316013000046/gnbpsc14c.htm


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