Attached files
| file | filename |
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| EX-99.1 - GENEREX BIOTECHNOLOGY CORP | v198737_ex99-1.htm |
| EX-10.1 - GENEREX BIOTECHNOLOGY CORP | v198737_ex10-1.htm |
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): October 8, 2010
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29169
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98-0178636
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(State
or other
jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S
Employer
Identification
No.)
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33
Harbour Square, Suite 202, Toronto, Ontario
Canada
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M5J
2G2
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (416) 364-2551
N/A
(Former
name or former address, if changed since last report.)
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:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
October 11, 2010, Generex Biotechnology Corporation (“Generex”) announced that
it had entered into a Limited Liability Company Ownership Interest Purchase
Agreement dated as of October 8, 2010 (the “Purchase Agreement”) with Global
Medical Direct, LLC, a Kansas limited liability company (“GMD”), and all of the
members of GMD, pursuant to which Generex will acquire fifty-one percent (51%)
the issued and outstanding equity interests of GMD.
Pursuant
to the terms of the Purchase Agreement, Generex has agreed to pay to the members
of GMD an aggregate amount of (i) $20,000,000 in cash and (ii) $5,000,000
payable in shares of restricted common stock of Generex, calculated based on the
value weighted average closing prices per share of Generex common stock on the
then principal trading market for each of the last 20 trading days prior to the
closing date, subject to the terms and conditions of the Purchase
Agreement. The issuance of shares as consideration under the Purchase
Agreement shall not exceed 19.99% of all of the issued and outstanding shares of
Generex common stock as of the closing date. To the extent that the
application of the 19.99% cap results in a shortfall, Generex will issue
unsecured promissory notes in the amount of the shortfall, which notes will be
due and payable three months from the closing date and will bear interest at the
rate of five percent per annum.
The
Purchase Agreement contains customary representations and warranties of the
parties which generally survive the closing for 18 months and customary
indemnification provisions. Two million dollars ($2,000,000.00) of the purchase
price will be delivered into an indemnification escrow and will be available to
compensate Generex for damages in the event of breaches of representations and
warranties and for other indemnification obligations of certain of the members
of GMD.
The
transaction was approved by a special committee of the Board of Directors of
Generex on October 4, 2010. The consummation of the transactions
contemplated by the Purchase Agreement is subject to the satisfaction or waiver
of closing conditions, including Generex having secured the acquisition
financing, the parties agreeing upon the amended terms of the Operating
Agreement for GMD, the parties entering into a registration rights agreement
with respect to the registration of the shares of Generex common stock issued as
consideration, and other customary closing conditions. The
transaction is expected to close in January, 2011.
The
Purchase Agreement contains certain termination rights of the parties, including
the right of any party to terminate the Purchase Agreement if the parties cannot
reach agreement on employment and consulting agreements and the amendment of the
Operating Agreement of GMD and if the closing has not occurred by January 31,
2011 or such later date as the parties may agree upon.
The
foregoing description of the Purchase Agreement does not purport to be complete
and is qualified by reference to the Purchase Agreement, which is attached to
this report as Exhibit 10.1. A copy of the press release announcing the
transaction is attached hereto as Exhibit 99.1.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements that involve risk
and uncertainties, such as statements related to the anticipated closing and the
date of such. The risks and uncertainties involved include Generex’s ability to
secure the necessary acquisition financing or satisfy certain conditions to
closing on a timely basis or at all, as well as other risks detailed from time
to time in Generex’s periodic filings with the Securities and Exchange
Commission. . Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made.
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Item 9.01
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Financial Statements and
Exhibits
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(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Limited
Liability Company Ownership Interest Purchase Agreement by and between
Generex Biotechnology Corporation, Global Medical Direct, LLC and Joseph
Corso, Jr., Robert S. Shea and Mark Franz
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99.1
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Press
release issued by Generex Biotechnology Corporation dated October 11,
2010
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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.
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GENEREX
BIOTECHNOLOGY CORPORATION.
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Date:
October 11, 2010
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/s/ Rose C. Perri
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Rose
C. Perri
Chief
Operating Officer
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/s/ John P. Barratt
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John
P. Barratt
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Chairman
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Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Limited
Liability Company Ownership Interest Purchase Agreement by and between
Generex Biotechnology Corporation, Global Medical Direct, LLC and Joseph
Corso, Jr., Robert S. Shea and Mark Franz
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99.1
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Press
release issued by Generex Biotechnology Corporation dated October 11,
2010
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