Pope can NOT get shares until they are registered
Can anyone show me an SEC doc that shows ANY shares by Pope being registered
This is right from the 8K dated Nov 7, 2007 where Pope lent GNPH $5,000,000 through a convertable debenture
NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
Article 3.
Conversion
(a) Conversions at Option of Holder . This Debenture shall be initially convertible, in whole at any time or in
part from time to time into such number of shares of Common Stock as is determined by dividing the amount of principal being converted by
the Conversion Price. The Conversion Price shall be twenty five cents ($.25), subject to adjustment as provided in this Article 3.
Mechanics of Conversion .
(i) The Holder of this Debenture shall effect conversions by providing the Company with the form of conversion notice attached hereto as Annex A (a “ Notice of Conversion ”) executed by the Holder, together with the delivery by the Holder to the Company of this Debenture, with this Debenture being duly endorsed in full for transfer to the Company or with an applicable stock power duly executed by the Holder in the manner and form as deemed reasonable by the transfer agent of the Common Stock; provided, however, that at the election of the Holder, the Holder may execute the Notice of Conversion and transmit the Notice of Conversion to the Company without the physical delivery of this Debenture. Each Notice of Conversion shall specify the principal amount of this Debenture to be converted, the principal amount of this Debenture outstanding prior to the conversion at issue, the principal amount of this Debenture owned subsequent to the conversion at issue, and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Company by overnight delivery service or by telecopier or PDF (the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the Trading Day immediately preceding the date that such Notice of Conversion and applicable stock certificates are received by the Company. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. The principal amount of this Debenture being converted in accordance with the terms of this Section 3(b)(i) shall be canceled and may not be reissued.
November 7, 2007
Warrant to Purchase
**10,000,000**
Shares of Common Stock
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR SUCH SHARES OF COMMON STOCK MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:30 P.M. New York City time on November 7, 2010
SERIES A COMMON STOCK PURCHASE WARRANT
OF
GENESIS PHARMACEUTICALS ENTERPRISES, INC.
This is to certify that, FOR VALUE RECEIVED, Pope Investments, LLC, a Delaware limited liability company, or registered assigns (“Holder”), is entitled to purchase, on the terms and subject to the provisions of this Warrant, from Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), at an exercise price (the “Exercise Price”) of thirty two cents ($0.32) per share, ten million (10,000,000)
shares of common stock, par value $.001 per share (“Common Stock”), of the Company at any time during the period (the “Exercise Period”) commencing on the date of this Warrant and ending at 5:30 P.M. New York City time, on November 7, 2010; provided, however, that if such date is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which
such banks are not authorized to close. The number of shares of Common Stock to be issued upon the exercise or conversion of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time in the manner set forth in this Warrant. The shares of Common Stock deliverable upon such exercise or conversion, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares,” and the exercise price for the purchase of a share of Common Stock pursuant to this Warrant in effect at any time, as the same may be adjusted from time to time, is hereinafter sometimes referred to as the “Exercise Price.” This Warrant was issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated November 6, 2007, between the Company, the initial holder of this Warrant and the other investors named therein, and the holder of this Warrant is entitled to the benefits of the Purchase Agreement and the Registration Rights Agreement, as defined in the Purchase Agreement. The date of the initial issuance of this Warrant is the Closing Date under the Purchase Agreement. Reference in this Warrant to “all of the Warrants” or words of like import shall relate to all of the Series A Common Stock Purchase Warrants issued pursuant to the Purchase Agreement.
1. Exercise of Warrant . This Warrant may be exercised in whole at any time or in part from time to time during the Exercise Period by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of shares of Common Stock specified in such form. Payment of the Exercise Price may be made either by check (subject to collection) or wire transfer in the amount of the Exercise Price. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the shares of Common Stock purchasable hereunder. Notwithstanding the foregoing, the holder of this Warrant shall not be required to physically deliver this Warrant upon exercise of this Warrant pursuant to this Section 1(a). Upon receipt by the Company of this Warrant at its office, or by the
stock transfer agent of the Company at its office, in proper form for exercise, or upon delivery of the notice of exercise without delivery of this Warrant, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.
