Attached files
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| EX-99.1 - GENEREX BIOTECHNOLOGY CORP | v199130_ex99-1.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 15, 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
5.07. Submission of Matters
to a Vote of Securityholders
Item
8.01. Other
Events.
On
October 15, 2010, Generex reconvened a Special Meeting of the stockholders
following the adjournment of the Special Meeting on September 17,
2010. The Special Meeting was called for the purpose of considering
the following proposals:
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·
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To
approve an amendment to Generex’s Restated Certificate of Incorporation
(i) ) to effect a reverse stock split of the common stock, at an exchange
ratio of not less than 1-for-2 and not more than 1-for-10 at any time
prior to September 16, 2011 (the implementation of the reverse stock
split, ratio and timing of which will be subject to the discretion of the
Board of Directors), and (ii) following the reverse stock split, if
implemented, to reduce the number of authorized shares of common stock
from 750,000,000 to 500,000,000 unless the Board of Directors utilizes a
ratio of not more than 1-for-2, in which case, the number of authorized
shares of common stock will be maintained at 750,000,000 (the “Reverse
Stock Split Proposal”); and
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·
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To
approve the adjournment of the Special Meeting, if necessary, to solicit
additional proxies for the Reverse Stock Split Proposal (the “Adjournment
Proposal”).
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As
previously announced, the only proposal submitted to the stockholders for a vote
at the reconvened Special Meeting, prior to its adjournment, was the Adjournment
Proposal.
Only
stockholders of record as of the close of business on August 17, 2010 were
entitled to vote at the reconvened Special Meeting. As of August 17,
2010, 269,360,643 shares of common stock of Generex were outstanding and
entitled to vote at the reconvened Special Meeting. At the reconvened
Special Meeting, 188,527,590 shares of common stock of Generex were represented,
in person or by proxy, constituting a quorum.
The
Adjournment Proposal was approved. The votes with respect to the
Adjournment Proposal are set forth below.
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For
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Against
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Abstain
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Broker
Non-Votes
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||||
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111,950,154
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72,182,273
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4,395,163
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N/A
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As a
result of the approval of the Adjournment Proposal by Generex’s stockholders,
the Special Meeting has been adjourned until Monday, October 18, 2010, at 4:00
p.m. (local time), at the Meeting Rooms, Westin Harbour Castle Hotel, 1 Harbour
Square, Toronto, Ontario Canada M5J 1A6. The record date for the
Special Meeting remains August 17, 2010.
A copy of
the press release announcing the results of the Special Meeting is attached as
Exhibit 99.1 to this Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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The
following material is filed as an exhibit to this Form
8-K.
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Exhibit
99.1
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Press
release of Generex Biotechnology Corporation, dated October 15,
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 15, 2010
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/s/ Rose C. Perri
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| Chief Operating Officer and Chief Financial Officer | |||
| (principal financial officer) | |||
| /s/ John P. Barratt | |||
| 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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99.1
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Press
release of Generex Biotechnology Corporation, dated October 15,
2010
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