I hope CEO, does a REAL CERT exchange/Cusip change if he really, really wants to NAIL shorts/naked shorts. DO something like this...
Cobalis Corp. to Require Mandatory Share Certificate Exchange
IRVINE, Calif., Aug. 23 /PRNewswire-FirstCall/ --
Cobalis Corp. (OTC Bulletin Board: CBSC), a pharmaceutical company
specializing in the development of anti-allergy medications, announced today
that the Company will require effective August 27, 2004 a mandatory share
certificate exchange. (OTC Bulletin Board: CBSC). This mandatory certificate
exchange is being done to ensure the security of all legitimate shareholders
of the Company.
Additionally, the Company announced that is now requiring that each new
common stock certificate specify and include the name of the beneficial owner.
MANDATORY SHARE EXCHANGE
On July 6, 2004, the Company changed its name from BioGentech Corp.
(OTC Bulletin Board: BGTH) to Cobalis Corp. The Company is hereby requiring
that all persons in possession of stock certificates in the name of BioGentech
Corp. with the CUSIP number 09063N104 and certificates in the name of Cobalis
Corp. with the CUSIP number 19074Y106, effective August 27, 2004 exchange
those certificates for new certificates in the name of Cobalis Corp. with the
CUSIP number 19074Y205.
This exchange will be a one-for-one with the stipulations that (a) old
stock certificates, with the old company name and old CUSIP numbers, will be
void, shall not entitle the certificate holder to any of the rights of a
shareholder or the Company, and shall be worthless, non-transferable and non-
tradable in any public or private market or exchange beginning October 12,
2004, which is forty-five (45) days after August 27, 2004, and shall have no
value except for the right to be exchanged for the new stock certificates; and
(b) physical exchange of the old stock certificates must be made exclusively
by and through the Company's stock transfer agent, Pacific Stock Transfer
Company, 500 E. Warm Springs Road, Suite 240, Las Vegas, NV 89119 Tel:
702-361-3033 Fax: 702-433-1979.
Persons who hold their shares in brokerage accounts or "street name" are
not required to take any further actions to effect the exchange of their
certificates, unless their broker instructs them otherwise. However, the
Company requires that each new certificate representing shares of common stock
in the Company specify and include the name of the beneficial owner of such
shares and be mailed directly to that beneficial holder.
No new certificate(s) will be issued to a shareholder until the
shareholder has surrendered his or her old stock certificate(s) to the
transfer agent. Until surrendered, each old stock certificate will represent
the right to exchange for a certificate bearing the name of Cobalis Corp. with
the CUSIP number 19074Y205, only. Stockholders should not destroy any stock
certificate.
STOCK CERTIFICATE EXCHANGE PROCEDURE FOR STOCKHOLDERS
Stockholders who have in their possession paper stock certificates should
read and carefully complete the Letter of Transmittal, which is available
online at http://www.cobalis.com/share_exchange.htm. This letter is also
available by fax or U.S. Mail by calling 949-757-0001. The completed Letter of
Transmittal along with the stock certificate(s), should be mailed or otherwise
delivered to the Company's transfer/exchange agent, Pacific Stock Transfer
Company, 500 E. Warm Springs Road, Suite 240, Las Vegas, NV 89119 Tel: 702-
361-3033, Fax: 702-433-1979. The method of delivery is at stockholders' option
and risk, but, if mail is used, registered insured mail, return receipt
requested, is suggested. If you send your current certificate(s) before or on
October 11, 2004, the Company will cover the fee of issuing a new
certificate(s). After October 11, 2004, you should send a check made out to
Pacific Stock Transfer Company in the amount of $20.00 per certificate
requested. Note that there is no need to, and nor should, stockholders endorse
the back of the stock certificate.
Stockholders who hold their shares in street name with a broker are urged
to immediately confirm with their broker that the broker is including their
name on the list of beneficial owners being submitted to the Company's
transfer agent. These stockholders will not be required to take any further
action, unless their broker instructs them otherwise. The Company urges
stockholders to make all requests in writing to their broker and keep a record
of all communication.
PROCEDURE FOR SHAREHOLDERS EXPERIENCING PROBLEMS WITH THEIR BROKERAGE
RELATING TO COBALIS' STOCK
Shareholders are advised to have all Cobalis-related communication with
their brokers in writing. Written correspondence is the only proof of what is
communicated between brokers and shareholders. If shareholders experience
problems with their brokerage related to Cobalis' stock, they should submit an
explanation of the problem along with copies of their written correspondence
regarding the matter directly to the Company by email to
share.exchange@cobalis.com, by fax to 949-757-0979, or US mail to Cobalis
Corp., 2445 McCabe Way, Suite 150, Irvine, CA 92614. The Company can only
attempt to assist those who provide copies of written correspondence.
CERTIFICATE EXCHANGE PROCEDURE FOR BROKERAGES
In conjunction with NASDAQ Uniform Practice Advisory UPC # 015-2004, the
Company advises broker dealers with customers that hold BioGentech Corp. stock
with the CUSIP number 09063N104 and Cobalis Corp. stock with the CUSIP number
19074Y106, to promptly request from the Depository Trust Company (DTC) stock
certificates representing the number of shares, which reflect their ownership
position, and to submit the certificates along with the beneficial owner
information, as described in the Letter of Transmittal. Broker dealers should
contact DTC directly for instructions on withdrawing their position. The
number of shares represented by the certificates and delivered to the transfer
agent must match exactly the number of shares held by the beneficial owners,
or this will delay processing.
PROCEDURE FOR BROKERAGES WHO HAVE QUESTIONS OR ARE EXPERIENCING PROBLEMS
RELATING TO TRADING COBALIS' STOCK
Brokers are advised to submit in writing a detailed explanation of the
problem or questions they have related to Cobalis' stock directly to the
company by email to share.exchange@cobalis.com, by fax to 949-757-0979 or US
mail to Cobalis Corp., 2445 McCabe Way, Suite 150, Irvine, CA 92614. The
Company can only attempt to assist those who provide written correspondence.
ABOUT COBALIS CORP. - PREHISTIN(TM)
Headquartered in Irvine, California, Cobalis Corp. is an over-the-counter
pharmaceutical company. Its flagship product, PreHistin, designed to prevent
the primary cause of airborne allergies, is scheduled for Phase III clinical
trials in late 2004 and initial marketing in the U.S. will commence upon final
FDA marketing approval. The U.S. anti-allergy medication market was $7.2
billion in 2003 and is expected to exceed $10 billion by 2010. PreHistin, "the
world's first pre-histamine," has shown in previous clinical studies to
modulate the body's level of the protein IgE, reducing the overproduction of
histamines, the primary cause of airborne allergy symptoms. Prior studies have
shown that the active ingredient in PreHistin appears to have essentially no
risks of adverse effects to the general population, including sedation and
drowsiness found in many of the allergy products currently available.
For further information please visit the website at
http://www.cobalis.com.
SAFE HARBOR
Certain statements contained in this news release are considered "forward-
looking" statements (as defined in the Private Securities Litigation Reform
Act of 1995). Because these statements include risks and uncertainties, actual
results may differ materially from those expressed or implied by such forward-
looking statements. These forward-looking statements reflect Cobalis Corp's
current views about future events. They are identified by their use of terms
and phrases such as "believe", "expect", "plan", "anticipate", "possibility"
and similar expressions identifying their forward-looking character. Investors
should not rely on these forward-looking statements as assurances of future
events, because such statements are inherently subject to a variety of risks,
uncertainties and other factors that could cause actual results to differ
materially from the Company's expectations. Specifically, factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to: risks
associated with preclinical and clinical developments in the biopharmaceutical
industry in general and in Cobalis Corp's compounds under development in
particular; the potential failure of Cobalis Corp's compounds under
development to prove safe and effective for treatment of disease;
uncertainties inherent in the early stage of Cobalis Corp's compounds under
development, failure to successfully implement or complete clinical trials;
failure to receive marketing clearance from regulatory agencies for our
compounds under development; acquisitions, divestitures, mergers, licenses or
strategic initiatives that change Cobalis Corp's business, structure or
projections; the development of competing products; uncertainties related to
Cobalis Corp's business, structure or projections; the development of
competing products; uncertainties related to Cobalis Corp's dependence on
third parties and partners; and those risks described in the filings with the
SEC, all of which are under the Company's prior name BioGentech Corp. Cobalis
Corp. disclaims any obligation to update these forward-looking statements.
SOURCE Cobalis Corp.
Web Site: http://www.cobalis.com
http://www.cobalis.com/share_exchange.htm
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