Cobalis Corp.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by
the Registrant x
Filed
by
a party other than the Registrant o
Check
the
appropriate box:
x
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Preliminary
proxy statement
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o
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Definitive
proxy statement
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o
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Confidential,
For Use of the Commission Only
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o
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Definitive
additional materials
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(as
permitted by 14a-6(e)(2))
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o
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Soliciting
material pursuant to Rule 14a-11(c) or
Rule 14a-12
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COBALIS
CORP.
(Name
of
Registrant as Specified in Its Charter)
Payment
of filing fee (Check the appropriate box):
x
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No
fee required
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials:
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement no.:
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(3)
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Filing
party:
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(4)
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Date
filed:
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COBALIS
CORP.
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE
HELD ON _______, ________ ___, 2007
10:00
A.M. PACIFIC TIME
2445
McCabe Way, Suite 150
Irvine,
CA 92614
Dear
Shareholder:
You
are
invited to attend the Special Meeting of the Shareholders of Cobalis Corp.
(the
“Company”), which will be held on ________, ________ ___, 2007, at 10:00 a.m.
Pacific time at the offices of the Company, 2445 McCabe Way, Suite 150, Irvine,
CA 92614 for the following purposes:
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1.
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To
amend the Articles of Incorporation of the Company to increase the
authorized number of shares of common stock to 100,000,000 shares
as set
forth on Annex A.
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2.
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To
transact such other business as may properly come before the meeting.
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The
foregoing business items are more fully described in the following pages which
are made part of this Notice. Shareholders of record at the close of business
on
________, ________ are entitled to notice of, and to vote at, this meeting
and
any adjournment thereof. If you will not be attending the meeting, we request
you vote your shares as promptly as possible. You may be eligible to vote your
shares in a number of ways. You may mark your votes, date, sign and return
the
Proxy or voting instruction form in the postage-prepaid envelope enclosed for
that purpose. Any shareholder attending the meeting may vote in person, even
if
he, she or it has already returned a Proxy.
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By
order of the Board of Directors,
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_______________________________
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Radul
Radovich
Chairman
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Irvine,
CA
____________,
2007
IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN
PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN
AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND
THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES
IN
PERSON.
COBALIS
CORP.
2445
McCabe Way, Suite 150
Irvine,
CA 92614
Tel:
949-757-0001 ~ Fax: 949-757-0979
PROXY
STATEMENT FOR 2007 SPECIAL MEETING OF
SHAREHOLDERS
The
accompanying proxy is solicited by the Board of Directors on behalf of Cobalis
Corp., a Nevada corporation, for use at the Special Meeting of Shareholders
to
be held on ________, ________ ___, 2007 at 10:00 a.m. Pacific time, or any
adjournment thereof, for the purposes set forth in the accompanying Notice
of
Special Meeting. This meeting will be held at the offices of the Company,
located at 2445 McCabe Way, Suite 150, Irvine, CA 92614. The date of this Proxy
Statement is ____________, 2007, the approximate date on which this Proxy
Statement and the accompanying form of proxy were first sent or given to
shareholders entitled to vote at the Special Meeting.
GENERAL
Voting
Securities
Only
shareholders of record as of the close of business on ________ ________ will
be
entitled to vote at the meeting and any adjournment thereof. We refer to this
date as the “Record Date.” As of ________ ____, there were 35,479,126 shares of
common stock of the Company issued and outstanding, and 500 shares of preferred
stock with voting rights equivalent to 208,334 shares of common stock; these
are
the only classes of voting securities outstanding. Shareholders may vote in
person or in proxy. Each holder of shares of common stock, or its equivalent,
is
entitled to one vote for each share of stock held on the proposals presented
in
this Proxy Statement. A majority of all the shares of the stock entitled to
vote, whether present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the meeting.
Solicitation
of Proxies
The
cost
of soliciting proxies will be borne by the Company. The Company will solicit
shareholders by mail through its regular employees and will request banks and
brokers, and other custodians, nominees and fiduciaries, to solicit their
customers who have stock of the Company registered in the names of such persons
and will reimburse them for their reasonable, out-of-pocket costs. In addition,
the Company may use the services of its officers, directors, and others to
solicit proxies, personally or by telephone, without additional compensation.
Householding
In
an
effort to reduce printing costs and postage fees, the Company has adopted a
practice approved by the Securities and Exchange Commission called
“householding.” Under this practice, shareholders who have the same address and
last name will receive only one copy of our proxy materials unless one or more
of these shareholders notifies the Company that they wish to continue receiving
individual copies. Shareholders who participate in householding will continue
to
receive separate proxy cards.
If
you
share an address with another shareholder and received only one set of proxy
materials and would like to request a separate copy of these materials and/or
future proxy materials, please send your request to: Cobalis Corp., 2445 McCabe
Way, Suite 150, Irvine, CA 92614, Attn: Chaslav Radovich, Secretary, Tel:
949-757-0001. You may also contact the Company if you received multiple copies
of the proxy materials and would prefer to receive a single copy in the future.
Voting
of Proxies
All
valid
proxies received prior to the meeting will be voted. All shares represented
by a
proxy will be voted, and where a shareholder specifies by means of the proxy
a
choice with respect to any matter to be acted upon, the shares will be voted
in
accordance with the specification so made. If no choice is indicated on the
proxy, the shares will be voted in favor of the proposal. A shareholder giving
a
proxy has the power to revoke his or her proxy, at any time prior to the time
it
is voted, by delivery to the Secretary of the Company of a written instrument
revoking the proxy or a duly executed proxy with a later date, or by attending
the meeting and voting in person.
Revocability
of Proxies
Properly
executed and unrevoked proxies received by the Company will be voted at the
Special Meeting in accordance with the instructions thereon. Where no
instructions are specified, the proxies will be voted in favor of all proposals
set forth in the Notice of Meeting.
Any
person giving a proxy in response to this solicitation has the power to revoke
it at any time before it is voted. Proxies may be revoked by any of the
following actions:
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1.
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Filing
a written notice of revocation with the Secretary of Cobalis, 2445
McCabe
Way, Suite 150, Irvine, CA 92614; or
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2.
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Attending
the meeting and voting in person (attendance at the meeting will
not, by
itself, revoke a proxy).
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No
Dissenters' Rights
Pursuant
to the Nevada Revised Statutes, the holders of the Company's common stock are
not entitled to dissenters' rights in connection with the action proposed by
the
Company herein. Furthermore, the Company does not intend to independently
provide those shareholders with any such rights.
Quorum;
Abstentions; Broker Non-Votes
The
required quorum for the transaction of business at the Special Meeting is a
majority of the votes eligible to be cast by holders of shares of common stock
issued and outstanding on the Record Date. Shares that are voted “FOR,”
“WITHHELD FROM,” “ABSTAIN,” or “AGAINST” a matter are treated as being present
at the meeting for purposes of establishing a quorum and are also treated as
shares entitled to vote at the Special Meeting (the “Votes Cast”) with respect
to such matter.
Under
the
rules that govern brokers who have record ownership of shares that are held
in
“street name” for their clients, who are the beneficial owners of the shares,
brokers have discretion to vote these shares on routine matters but not on
non-routine matters. Thus, if you do not otherwise instruct your broker, the
broker may turn in a proxy card voting your shares “FOR” routine matters but
expressly instructing that the broker is NOT voting on non-routine matters.
A
“broker non-vote” occurs when a broker expressly instructs on a proxy card that
it is not voting on a matter, whether routine or non-routine. Broker non-votes
are counted for the purpose of determining the presence or absence of a quorum
but are not counted for determining the number of votes cast for or against
a
proposal. This proposal is a non-routine matter.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None
of
the following persons has any substantial or material interest, directly or
indirectly, by way of beneficial ownership of securities or otherwise, in any
matter to be acted on at the special meeting, except as described
herein.
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1.
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Each
person who has been one of our directors or executive officers at
any time
since the beginning of our last fiscal year; or
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2.
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Any
affiliate or associate of any of the foregoing persons.
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If
approved at the Special Meeting, the action described herein will be effective
immediately upon filing amended Articles of Incorporation with the Secretary
of
State of Nevada as described herein.
PROPOSAL
NO. 1
AMEND
THE ARTICLES OF INCORPORATION TO INCREASE
THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
TO
ONE HUNDRED MILLION (100,000,000) SHARES
Our
Articles of Incorporation, as amended, currently authorize the Company to issue
50,000,000 shares of common stock, par value $0.001 per share. The Company
proposes to amend the Articles of Incorporation to authorize 100,000,000 shares
of common stock. The additional authorized shares would be a part of the
existing class of common stock and, if and when issued, would have the same
rights and privileges as the shares of common stock presently issued and
outstanding. The Board of Directors believes it is desirable to increase the
number of shares of common stock the Company is authorized to issue to provide
the Company with adequate flexibility in the future to be able to consider
certain corporate opportunities that may arise and would require that we have
sufficient available shares to enter into such corporate opportunities that
may
include, among other things, equity financing, acquisition transactions or
strategic relationships.
We
propose to amend only the number of authorized shares of common stock, as set
forth in Annex A. If amended, Article 4 of the Company’s Articles of
Incorporation shall read (the underlined portion represents the proposed
change):
4.
The
aggregate number of shares which the corporation shall have authority to issue
shall consist of 100,000,000
shares
of Common Stock having a $.001 par value and 5,000,000 shares of Preferred
Stock
having a $.001 par value. The Common Stock of the Company may be issued from
time to time without prior approval by the stockholders. The Common Stock may
be
issued for such consideration as may be fixed from time to time by the Board
of
Directors. The Board of Directors may issue such share of Common Stock in one
more series, with such voting powers, designations, preferences and rights
or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions.
The
Preferred authorized may be issued from time to time in one or more series.
The
Board of Directors is authorized to determine or alter any or all rights or
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, and to fix, alter or reduce (but not below
the number outstanding) the number of shares comprised any such series and
the
designation thereof, or any of them, and to provide for the rights and terms
of
redemption of conversion of the shares of any series.
We
are
required to increase our authorized number of shares of common stock pursuant
to
an agreement we recently entered into with Cornell Capital Partners, L.P.
("Cornell Capital"). As recently reported on Form 8-K, on December 20, 2006,
we
entered into a Securities Purchase Agreement with Cornell Capital, pursuant
to
which we agreed to issue up to an aggregate principal amount of $3,850,000
of
convertible debentures and warrants to purchase 6,600,000 Cobalis’ shares for
$5,500,000. The debentures are convertible at the lower of approximately $.99
or
the then-market price as defined in the Securities Purchase Agreement and both
the debentures and warrants carry certain anti-dilution rights. Of the
$3,850,000 convertible debentures, $675,000 is in part contingent on increasing
our authorized common stock as proposed herein. To accommodate these debentures,
and warrant agreements that are part of this funding arrangement, we must
increase our authorized common stock beyond the current limit of 50,000,000
shares. Subsequent to shareholder approval of this item, we must also establish
an initial minimum share reserve of 15,400,000 in order to comply with the
terms
of this agreement.
The
proposed amendment to the Company’s Articles of Incorporation is attached hereto
as Annex A. Other than the above, the Company has no present commitments,
agreements, or intent to issue additional shares of common stock, other than
with respect to currently reserved shares, in connection with transactions
in
the ordinary course of our business, or shares which may be issued under our
stock option, stock purchase, and other existing employee benefit plans, or
in
connection with currently outstanding options and warrants exercisable for
shares of our common stock.
The
Company does not currently have enough shares of our common stock authorized
to
satisfy the exercise of the options, warrants or conversion of other convertible
instruments currently outstanding after entering into the agreement with Cornell
Capital. Receipt of the final $675,000 of funding is contingent on increasing
our authorized common stock. To that end, the Company committed to prepare
and
file this proxy statement pursuant to which it is calling a special meeting
of
shareholders of the Company to vote upon an amendment to the Articles of
Incorporation increasing the number of authorized shares of common stock from
the current 50,000,000 to 100,000,000. In December 2006, our Board of Directors
approved the amendment to Article 4 of our Articles of Incorporation to bring
this total number of authorized shares of common stock to 100,000,000, as set
forth in Annex A. The directors also directed that the amendment be submitted
for approval by the Company’s shareholders as required by the Nevada Revised
Statutes. No changes will be made to the number of shares of preferred stock
that are authorized for issuance.
The
proposed increase in the authorized shares of common stock of the Company cannot
occur unless shareholders approve the proposed amendment to Article 4 of our
Articles of Incorporation. The proposed amendment to Article 4 would permit
the
issuance of additional shares of common stock up to the new 100,000,000 maximum
authorization without further action or authorization by shareholders (except
as
may be required in a specific case by law or rules of any exchange or quotation
service that may be applicable to the Company). The Board believes it is prudent
for the Company to have this flexibility. However, the issuance of additional
shares of common stock would dilute the ownership and voting rights of existing
shareholders. The availability for issuance of additional shares of common
stock
could discourage, or make more difficult, efforts to obtain control of the
Company. For example, the issuance of shares of common stock in a public or
private sale, merger, or similar transaction would increase the number of
outstanding shares, thereby possibly diluting the interest of a party attempting
to obtain control of the Company. The Company is not aware of any pending or
threatened efforts to acquire control of the Company.
Vote
Required; Recommendation of Board of Directors
Approval
of this Proposal 1 will require the affirmative vote of the holders of at least
a majority of the shares of common stock outstanding on the record date for
the
Special meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL 1.
YOUR
VOTE IS IMPORTANT
PLEASE
SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS
POSSIBLE
MANAGEMENT
INFORMATION
Our
current directors and principal executive officers are as specified on the
following table:
Name
|
Age
|
Position
|
Director
or Officer Position Held Since:
|
Gerald
Yakatan
|
64
|
Chief
Executive Officer, Director
|
2006
|
Thomas
Stankovich
|
45
|
Director
|
2005
|
Chaslav
Radovich
|
47
|
President,
Secretary, and a Director
|
2003
|
Radul
Radovich
|
84
|
Chairman
of the Board, Director
|
2004
|
Ernest
Armstrong
|
46
|
Chief
Scientific Officer, Director
|
2004
|
Kevin
Prendiville
|
51
|
Director
|
2004
|
Lawrence
May
|
57
|
Director
|
2004
|
Kevin
Pickard
|
43
|
Interim
CFO and Treasurer
|
2006
|
VOTING
SECURITIES
As
of
January ___, 2007, there were 35,479,126 shares of the Company’s common stock
and 500 shares of the Company’s preferred stock issued and outstanding. Each
holder of common stock is entitled to one vote for each shares held by such
holder. The preferred stock has voting rights equal to the number of shares
into
which those shares may be converted. The Company has 500 shares of preferred
stock outstanding, which are convertible into 208,334 shares of the Company’s
common stock.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of January ___, 2007 with respect
to
our directors, nominees, named executive officers and each person who is known
by us to own beneficially more than 5% of our common stock, and with respect
to
shares owned beneficially by all our directors, nominees, and executive officers
as a group.
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Owner
|
Percent
of Class
|
Common
Stock
|
Gerald
Yakatan
2445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
612,500
shares (1)
Chief
Executive Officer and
Director
|
1.7%
|
Common
Stock
|
Thomas
Stankovich
2445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
428,070
shares (2)
Director
|
1.2%
|
Common
Stock
|
Chaslav
Radovich
2445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
1,184,934
shares (3)
President,
Secretary, and Director
|
3.3%
|
Common
Stock
|
Radul
Radovich
46
Calle Fresno
San
Clemente, CA, 92672
|
10,076,528
shares (4)
Director
|
28.4%
|
Common
Stock
|
Ernest
Armstrong
2445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
251,967
shares (5)
Chief
Scientific Officer, Director
|
0.7%
|
Common
Stock
|
Kevin
Prendiville
2445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
506,480
shares (6)
Director
|
1.4%
|
Common
Stock
|
Lawrence
May
2445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
142,200
shares(7)
Director
|
0.4%
|
Common
Stock
|
Kevin
Pickard
445
McCabe Way, Suite 150
Irvine,
CA, 92614
|
30,000
shares (8)
Interim
Chief Financial Officer and
Treasurer
|
0.1%
|
Common
Stock
|
St.
Petka Trust
46
Calle Fresno
San
Clemente, CA 92672
|
7,417,736
shares (4)
|
20.9%
|
Common
Stock
|
Silver
Mountain Promotions
6446
Silver Dawn Lane
Las
Vegas, NV, 89118
|
848,688
shares (4)
|
2.4%
|
Common
Stock
|
R
and R Holdings
46
Calle Fresno
San
Clemente, CA, 92672
|
411,375
shares (4)
|
1.2%
|
Common
Stock
|
R
& R Development
46
Calle Fresno
San
Clemente, CA, 92672
|
170,644
shares (4)
|
0.5%
|
Common
Stock
|
Gene
Pharmaceuticals
2445
McCabe Way, Suite 150
Irvine,
CA, 2614
|
1,449,087
shares (9)
|
4.1%
|
Common
Stock
|
James
Hammer
2537
Red Arrow Drive
Las
Vegas, NV 8913
|
3,294,643
shares (10)
|
9.3%
|
Common
Stock
|
Officers
and directors as a group
|
14,681,766
shares
|
41.4%
|
(1) |
Dr.
Yakatan also owns 1,000,000 options to purchase shares of our common
stock
at $1.40 per share which were granted on May 15, 2006.
These options vest over three years, and expire on May 15,
2011.
|
(2) |
Thomas
Stankovich owns 1,000,000 options to purchase shares of our common
stock
at $1.75 per share, which expire in November 2016. Mr. Stankovich
resigned
as an officer on December 18, 2006 and was appointed as a director
effective January 1, 2007.
|
(3) |
Chaslav
Radovich owns 1,140,934 shares individually and is the custodian
of the
44,000 shares owned by Milena Radovich, his minor child. Mr. Radovich
also
owns 1,500,000 options to purchase shares of our common stock at
$1.40 per
share, which were granted on May 15, 2006 and vest over three years.
These
options expire on May 15, 2011.
|
(4) |
Radul
Radovich and his spouse are the beneficiaries of the St. Petka Trust,
which owns 7,417,736 shares. Radul Radovich is the Trustor of St.
Petka
Trust, and owns R and R Holdings which holds 411,375 shares of our
common
stock, owns R&R Development which holds 170,644 shares, and of Silver
Mountain Promotions which holds 848,688 shares of our common
stock.
|
(5) |
Ernest
Armstrong owns 245,063 shares individually, 550 shares owned by jointly
with his parent, has beneficial ownership of 3,000 shares owned jointly
by
Mr. Armstrong’s spouse and Mr. Armstrong’s parent, and 3,354 shares owned
jointly by Mr. Armstrong and his spouse. Mr. Armstrong also owns
1,200,000
options to purchase shares of our common stock at $2.00 per share.
We have
agreed that these options will expire seven years from the date of
a
revised written agreement with Mr. Armstrong, which is not yet finalized.
|
(6) |
Kevin
Prendiville owns100,000 shares directly and is one of the trustees
of the
Prendiville Revocable Trust which owns 402,840 shares; he also owns
3,640
shares as custodian for his minor child. Dr. Prendiville also owns
333,000
warrants to purchase shares of our common stock at $1.75 per share,
which
were granted and vested on October 24, 2005, and expire on October
24,
2010.
|
(7) |
In
January 2005, we granted Lawrence May 250,000 warrants to purchase
shares
of our common stock for $1.75 per share. These warrants were to expire
in
January 2007 but were extended until after our authorized common
stock has
increased.
|
(8) |
Mr.
Pickard was appointed as our interim CFO and treasurer in December
2006.
Prior to that he served as our financial consultant since late 2004.
He
holds 100,000 warrants to purchase shares of our common stock for
$1.75
per share; of those, 50,000 warrants expire on September 7, 2009
and
50,000 warrants expire on July 29, 2010.
|
(9) |
Mr.
Armstrong is a majority owner and managing member of Gene Pharmaceuticals,
LLC, which owns 1,449,087 shares.
|
(10) |
James
Hammer owns 1,177,143 shares individually, 360,000 owned by immediate
family members who share his household, 107,500 shares owned jointly
with
his spouse and 1,650,000 shares owned by the Hammer Family Trust.
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. In accordance with Securities and Exchange Commission
rules, shares of our common stock which may be acquired upon exercise of stock
options or warrants which are currently exercisable or which become exercisable
within 60 days of the date of the table are deemed beneficially owned by the
optionees. Subject to community property laws, where applicable, the persons
or
entities named in the table above have sole voting and investment power with
respect to all shares of our common stock indicated as beneficially owned by
them.
Lock
Up Agreements and Forbearance Agreements. Our
officers and directors have entered into certain agreements as a requirement
of
the funding agreements with Cornell Capital. These include lock-up agreements
restricting the sale of all the shares of our common stock that they own for
a
period extending for 30 days after all amounts due under the convertible
debentures have been paid, excepting the amount that could be sold pursuant
to
Rule 144. The shares owned by these individuals are listed in the table
“Security
Ownership of Certain Beneficial Owners and Management” above. Additionally,
our officers and directors have executed forbearance agreements by which they
agreed not to exercise any rights they may have pursuant to the respective
warrants or options they hold to purchase shares of our common stock, until
after such time as we have adequate authorized common stock to accommodate
such
exercises. These warrants and options are listed in the “Security
Ownership of Certain Beneficial Owners and Management” table above.
Changes
in Control. Our management
is not aware of any arrangements which may result in “changes in control” as
that term is defined by the provisions of Item 403(c) of Regulation S-B, except
for the agreements referenced herein with Cornell Capital. Specifically, Mr.
Radul Radovich has pledged 8,400,000 of shares owned or beneficially owned
by
him to secure the Cornell Capital debentures mentioned herein. These 8,400,000
shares comprise approximately 23.7% of our currently issued and outstanding
common stock, and are a large percentage of the 10,076,528 shares of our common
stock that are owned, in the aggregate, by Mr. Radovich, chairman of our board
of directors, and his affiliated entities. The pledged shares include the
following:
· |
1,228,085
shares held by Mr. Radovich individually;
|
· |
5,893,018
shares held by St. Petka Trust, of which Mr. Radovich is the trustor
and a
beneficiary;
|
· |
411,042
shares held by R and R Holdings, owned by Mr. Radovich; and
|
· |
803,855
shares held by Silver Mountain Promotions, Inc., owned by Mr. Radovich.
|
If
we
default on the agreements with Cornell Capital, these pledged shares may be
transferable to Cornell Capital, in whole or in part, thus resulting in a change
in control. In the event that Cornell Capital is issued the full approximately
15,400,000 initial shares reserved for issuance upon conversion of the
convertible debentures and warrant agreements described herein, such issuance
would result in approximately 50,900,000 shares of outstanding common stock.
Those approximately 15,400,000 shares would represent approximately 30.3% of
that new total. In the event that Cornell Capital obtains the 8,400,000 shares
of pledged stock, described above, in conjunction with the approximately shares,
Cornell Capital could potentially own up to approximately 23,800,000 shares,
or
approximately 46.8%of that new total. Either of these scenarios would result
in
Cornell Capital exercising significant influence over our affairs as a
shareholder of a large percentage of our issued and outstanding common
stock.
TRANSACTION
OF OTHER BUSINESS
At
the
date of this Proxy Statement, the only business, which the Board of Directors
intends to present or knows that others will present, is as set forth above.
If
any other matters are properly brought before the meeting or any adjournment
thereof, it is the intention of the persons named in the accompanying form
of
proxy to vote the proxy on such matters in accordance with their best judgment.
|
|
By
Order of the Board of Directors
___________________
Radul
Radovich, Chairman
|
____________,
2007
|
|
|
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files reports, proxy statements and other information with the SEC
under
the Exchange Act. You may obtain copies of this information by mail from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Further information on the
operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained
by calling the SEC at 1-800-SEC-0330.
THIS
PROXY STATEMENT IS DATED ________ 2007. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN SUCH DATE, AND THE MAILING OF THIS PROXY STATEMENT TO THE COMPANY
SHAREHOLDERS SHALL NOT CREATE ANY IMPLICATION TO THE CONTRARY.
Proxy
Card
COBALIS
CORP.
PROXY
FOR
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
________,
________ ___, 2007 AT 10:00 A.M.
2445
McCabe Way, Suite 150
Irvine,
CA 92614
The
undersigned hereby appoints Gerald Yakatan and Chaslav Radovich, and each of
them, as proxies for the undersigned, each with full power of substitution,
to
represent the undersigned and to vote all shares of common stock of Cobalis
Corp. (the “Company”) that the undersigned is entitled to vote in the manner
indicated on the reverse side hereof, and with discretionary authority as to
any
matters that may properly come before our Special Meeting of Shareholders to
be
held on ________ ___, 2007, and at any and all adjournments thereof, as set
forth under the heading “Transaction of Other Business” in the accompanying
proxy statement. IF
NO OTHER INDICATION IS MADE, AT THE MEETING AND AT ANY AND ALL ADJOURNMENTS
THEREOF, THE PROXY HOLDERS WILL VOTE FOR INCREASE IN AUTHORIZED COMMON STOCK
TO
100,000,000 SHARES.
IF
YOU
PLAN TO ATTEND THE MEETING AND YOUR SHARES ARE HELD IN THE NAME OF A BROKER
OR
OTHER NOMINEE, PLEASE BRING A STATEMENT OR LETTER FROM THE BROKER OR NOMINEE
CONFIRMING YOUR OWNERSHIP OF SHARES. PLEASE MARK YOUR VOTE LIKE THIS. [X]
|
1.
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL
1.
|
INCREASE
AUTHORIZED SHARES OF COMMON STOCK TO ONE HUNDRED MILLION (100,000,000) SHARES
|
[
]
|
FOR
|
|
[
]
|
AGAINST
|
[
]
|
ABSTAIN
|
|
2.
|
TRANSACT
ANY OTHER BUSINESS THAT IS PROPERLY PRESENTED AT THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT OF THE
MEETING.
|
I
PLAN TO
ATTEND COBALIS’ 2007 SPECIAL MEETING OF SHAREHOLDERS.
[Y] [N]
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED AS
DIRECTED THEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
Dated:
________________________, 2007
_____________________________
Signature
_____________________________
Signature
(Joint Owner)
NOTE:
Please sign exactly as your name(s) appear(s) on your stock certificate. If
shares of stock stand of record in the names of two or more persons or in the
name of husband and wife, whether as joint tenants or otherwise, both or all
of
such persons should sign the proxy. If shares of stock are held of record by
a
corporation, the proxy should be executed by the president or vice president
and
the secretary or assistant secretary. Executors, administrators or other
fiduciaries who execute the above proxy for a shareholder should give their
full
title. Please date the proxy.
Annex
A
Certificate
of Amendment
(Pursuant
to NRS 78.385 and 78.390)
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name
of
corporation: Cobalis Corp.
2. The
articles have been amended as follows (provide article numbers, if
available):
4.
The
aggregate number of shares which the corporation shall have authority to issue
shall consist of 100,000,000
shares
of Common Stock having a $.001 par value and 5,000,000 shares of Preferred
Stock
having a $.001 par value. The Common Stock of the Company may be issued from
time to time without prior approval by the stockholders. The Common Stock may
be
issued for such consideration as may be fixed from time to time by the Board
of
Directors. The Board of Directors may issue such share of Common Stock in one
more series, with such voting powers, designations, preferences and rights
or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions.
The
Preferred authorized may be issued from time to time in one or more series.
The
Board of Directors is authorized to determine or alter any or all rights or
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, and to fix, alter or reduce (but not below
the number outstanding) the number of shares comprised any such series and
the
designation thereof, or any of them, and to provide for the rights and terms
of
redemption of conversion of the shares of any series.
3. The
vote
by which the stockholders holding such shares in the corporation entitling
them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the * articles of
incorporation have voted in favor of the amendment is: %
4. Effective
date of filing (optional):
___________________________________________________
(must
not
be later than 90 days after the certificate is filed)
5. Officer
Signature (required):________________________________________________________
*If
any
proposed amendment would alter or change any preference or any relative or
other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations
or
restrictions on the voting power thereof.
IMPORTANT:
Failure
to include any of the above information and submit the proper fees may cause
this filing to be rejected.
13