8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 16, 2011

GENESIS BIOPHARMA, INC.

(Name of small business issuer specified in its charter)

Nevada	000-53127	75-3254381
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

1601 N. Sepulveda Blvd., #632

Manhattan Beach, CA 90266

(Address of principal executive offices)

Not Applicable.

 (former name or former address, if changed since last report)

(866) 963-2220

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 16, 2011, Genesis Biopharma, Inc., a Nevada corporation (the “Company”), appointed Dr. William Andrews to the Company’s Board of Directors.  Dr. Andrews will receive a monthly payment of $3,000 for his services on the Board of Directors of the Company.  Additionally, Dr. Andrews was granted a non-qualified stock option to purchase up to 250,000 shares of the Company’s common stock (“Common Stock”) under the Company’s 2010 Equity Compensation Plan. The options vest and become exercisable on the anniversary of the date of his appointment, provided that Dr. Andrews is still a member of the Board of Directors of the Company on that date.  The options are exercisable at an exercise price equal to $1.25, and have a term of 10 years from the date of grant.

Dr. Andrews, 59, is the founder, President and Chief Executive Officer of Sierra Services, LLC, a privately held biotechnology company that focuses on anti-aging treatments and remedies.  Dr. Andrews has been the President and Chief Executive Officer of Sierra Services since January 2009, and was its Vice President of Research from January 1998 to January 2009.  Prior to founding Sierra Services, LLC, Dr. Andrews was the Director of Molecular Biology at Geron Corporation, a biopharmaceutical corporation that focuses on cancer treatments and therapies, and the Director of Molecular Biology at Codon Corporation/Berlex Biosciences for three years.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.  The following exhibits are included as part of this report, and incorporated herein by reference in their entirety.

99.1 Press Release, dated March 17, 2011, regarding the appointment of Dr. Andrews as a director.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 17, 2011	GENESIS BIOPHARMA, INC.
	By:	/s/ ANTHONY CATALDO
		Anthony Cataldo, Chief Executive Officer

EX-99.1

  

INVESTOR CONTACT:

Lippert/Heilshorn & Associates, Inc.

Don Markley

dmarkley@lhai.com

(310) 691-7100

Genesis Biopharma Appoints William H. Andrews Ph.D. to Board of Directors

LOS ANGELES (March 17, 2011) – Genesis Biopharma, Inc. (OTC/BB: GNBP), a biotechnology company developing targeted cancer therapies, today announced it has appointed William H. Andrews Ph.D. to its Board of Directors.  Dr. Andrews has three decades experience in biotechnology research and development, and is currently President and Chief Executive Officer of Sierra Sciences, LLC, a company he founded in 1999.

“Dr. Andrews brings a wealth of scientific expertise and professional experience to Genesis Biopharma,” said Anthony J. Cataldo, President and Chief Executive Officer. “His background in the clinical and regulatory development of drug candidates, as well as in building a successful business, makes him an excellent fit with the Company’s new leadership team.  In the last few weeks we have made significant progress in building Genesis Biopharma’s Board and senior management, and I believe we are well-positioned to grow the Company through further development of our monoclonal antibody technology, leveraging our research collaborations, and exploring new strategic opportunities.”

Prior to founding Sierra Sciences Dr. Andrews was director of technology development for EOS Biotechnology.  Previously he served as director of molecular biology at both Geron Corporation and Codon Corporation.  While at Geron from 1992 to 1997, Dr. Andrews was one of the principal discoverers of both the RNA and protein components of human telomerase and was awarded 2nd place as "National Inventor of the Year" by the Intellectual Property Owners Association in 1997 for this work. He is presently a named inventor on 43 U.S. issued telomerase patents.  He received his doctorate in Molecular and Population Genetics from the University of Georgia.

Last month the Company announced the appointment of Dr. L. Stephen Coles to the Board, in addition to the earlier Board appointments of Mr. Cataldo and Chief Financial Officer Michael Handelman.  The Genesis Biopharma Board now consists of 4 members, including 2 independent Directors. Also, the Company announced last week that it had named Marvin S. Hausman M. D. as Chief Science Officer.

About Genesis Biopharma, Inc.

Genesis Biopharma, Inc. is a development-stage biotechnology company engaged in the development of targeted cancer therapies.  For more information about the company, visit www.genesis-biopharma.com.

Forward-Looking Statements

The foregoing press announcement contains forward-looking statements that can be identified by such terminology as "expect," "potential," "suggests," "bodes," "may," "should," "could" or similar expressions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from any future results, performance or achievements expressed or implied by such statements.  In particular, management's expectations regarding future research, development and/or commercial results could be affected by, among other things, uncertainties relating to clinical trials and product development; availability of future financing; unexpected regulatory delays or government regulation generally; the company's ability to obtain or maintain patent and other proprietary intellectual property protection; and competition in general. Forward-looking statements speak only as of the date they are made. The company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

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