We have filed with the SEC a registration statement on Form S-1 with respect to this offering of our common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. Statements contained in this prospectus as to the contents of any contract, agreement or other document are summaries of the material terms of that contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed or incorporated by reference as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials may be obtained by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.
We file periodic reports and other information with the SEC. Such periodic reports and other information are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at http://www.lionbio.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information and other content contained on our website are not part of the prospectus.
Financial Statements for the Year Ended December 31, 2012 and 2011:
Unaudited Financial Statements for the Nine Months Ended September 30, 2013
Lion Biotechnologies, Inc.
(a Development Stage Company)
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of December 31, 2012 and 2011 F-3
Statements of Operations for each of the two fiscal years in the period ended December 31, 2012 and from September 17, 2007 (Inception) to December 31, 2012
F-4 Statements of Shareholders Equity (Deficit) for each of the years in the period ended December 31, 2012 and
from September 17, 2007 (Inception) to December 31, 2012
F-5 Statements of Cash Flows for years ended December 31, 2012 and 2011 and for the period from September 17, 2007 (Inception)
through December 31, 2012
F-6
Notes to Consolidated Financial Statements F-7
Condensed Balance Sheets as of December 31, 2012 and September 30, 2013 (unaudited) F-23
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited) and from September 2007 (Inception) to September 30, 2013 (unaudited)
F-24 Condensed Statements of Stockholders’ Deficiency for the Nine Months Ended September 30, 2013 (unaudited)
and from September 17, 2007 (Inception) to September 30, 2013
F-25 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 (unaudited) and 2012
(unaudited) and from September 17, 2007 (Inception) to September 30, 2013 (unaudited)
F-26
Notes to Unaudited Condensed Financial Statements F-27
Report of Independent Registered Public Accounting Firm
To the Board of Directors Genesis Biopharma, Inc. Los Angeles, CA
We have audited the accompanying balance sheets of Genesis Biopharma Inc. (a development stage enterprise) (the “Company”) as of
December 31, 2012 and 2011, and the related statements of operations, stockholders’ deficiency and cash flows for the years then ended and for the period from September 17, 2007 (inception) through December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that we considered appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Genesis Biopharma Inc. as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended and for the period from September 17, 2007 (inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company is in the development stage and has not generated any revenues from operations to date, and does not expect to do so in the foreseeable future. The Company has experienced recurring losses and negative operating cash flows since inception, and has financed its working capital requirements through the recurring sale of its debt and equity securities. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Weinberg & Company, P.A. Weinberg & Company, P.A. Los Angeles, California September 23, 2013
Financial Statements for the Year Ended December 31, 2012
LION BIOTECHNOLOGIES, INC.