Attached files
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EX-4.1 - GENEREX BIOTECHNOLOGY CORP | v208927_ex4-1.htm |
EX-10.1 - GENEREX BIOTECHNOLOGY CORP | v208927_ex10-1.htm |
EX-99.1 - GENEREX BIOTECHNOLOGY CORP | v208927_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): January 24, 2011
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
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.) |
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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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 Entry into a Material Definitive Agreement.
On
January 24, 2011, Generex Biotechnology Corporation, a Delaware corporation (the
“Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain institutional investors, relating to the offering and
sale (the “Offering”) of up to $6 million of shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase
shares of Common Stock. The Purchase Agreement requires the Company
to issue and the investors to purchase an aggregate of 12,000,000 shares of
Common Stock together with warrants to purchase an aggregate of 12,000,000
shares of Common Stock for a total purchase price of $3,000,000 at the initial
closing (the “Initial Closing”). The warrants will be immediately
exercisable, expire five years after issuance and have an exercise price of
$0.25 per share. The investors will also have the option to purchase
up to an additional $3,000,000 of shares of Common Stock and warrants to
purchase shares of Common Stock during the 60 days following the Initial
Closing. The purchase price of such additional shares of Common Stock
and the exercise of price of such additional warrants will be $0.25 per
share.
The
exercise price of the warrants issued to the investors will be subject to
adjustment in the case of stock splits, stock dividends, combinations of shares
and similar recapitalization transactions. The exercise price of the
warrants will also be subject to an adjustment upon the occurrence of certain
events, including the issuance by the Company of securities at a price per share
less than the exercise price then in effect. If the Company issues shares of
common stock or options exercisable for or securities convertible into common
stock at an effective price per share of common stock less than the exercise
price then in effect, the exercise price will be reduced to the effective price
of the new issuance. In addition, with any reduction to the exercise
price, the number of shares of common stock that may be purchased upon exercise
of each warrant will be increased, so that after such adjustment the aggregate
warrant exercise price payable for the adjusted number of shares issuable upon
exercise will be the same as the aggregate warrant exercise price in effect
immediately prior to such adjustment.
The
Purchase Agreement contains representations and warranties and covenants for
each party, which must be true and have been performed at each
closing. The investors have agreed not to engage in any activities in
violation of Regulation SHO with respect to the shares of the Common Stock, the
warrants and the shares of Common Stock issuable upon exercise of the
warrants.
With very
limited exceptions, the investors will have a pro rata right of first refusal in
respect of participation in any private debt or equity financings undertaken by
the Company during the 12 months following the Initial Closing.
During
the 90 days following the Initial Closing, the Company has agreed not to
implement: (a) any debt or equity financings; or (b) a reverse stock split in
respect of its outstanding shares of Common Stock.
The
Company has agreed to indemnify and hold the investors harmless against certain
liabilities in connection with the issuance and sale of the shares and warrants
under the Purchase Agreement.
The
purchase price per share for the Initial Closing was $0.25, and the Company
raised gross proceeds of approximately $3,000,000 at such Initial Closing,
before estimated offering expenses of approximately $100,000 which includes the
finders’ fee. In consideration for introducing the Company to the
investors, the Company will pay Seahawk Capital Partners, Inc., a finders’ fee
equal to 8% of the gross proceeds from the Initial Closing, consisting of 2% in
cash ($60,000) and 6% in shares of Common Stock based on a per share price of
$0.25 (720,000 shares). The shares issued to Seahawk will be issued
pursuant to the Prospectus Supplement.
The
Offering is made pursuant to the Company’s shelf registration statement on Form
S-3 (File No. 333-164591), which was declared effective by the Securities and
Exchange Commission on February 9, 2010. The Company, pursuant to
Rule 424(b) under the Securities Act of 1933, has filed with the Securities and
Exchange Commission a prospectus supplement relating to the
Offering.
On
January 25, 2011, the Company issued a press release announcing the Purchase
Agreement and Initial Closing. A copy of the press release is
attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
The
foregoing is only a summary of the material terms of the Purchase Agreement, and
the form of the warrant issued to the investor and does not purport to be a
complete description of the rights and obligations of the parties
thereunder. The foregoing description of the Purchase Agreement is
qualified in its entirety by reference to the Purchase Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference. The foregoing description of the form of warrant
issued to the investors is qualified in its entirety by reference to the form of
warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated herein by reference.
This
Current Report on Form 8-K contains forward-looking statements that involve risk
and uncertainties, such as statements related to the anticipated subsequent
closings of the Offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions to closing on a
timely basis or at all, the substantial dilution to current stockholders as a
result of the purchase price discount offered to the investors, and the market
overhang of shares available for sale that may develop as a result of the
subsequent resale by the investors of the shares they may purchase under the
Purchase Agreement, as well as other risks detailed from time to time in the
Company’s periodic filings with the Securities and Exchange
Commission.
(d)
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Exhibits.
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Exhibit
Number
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Description
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4.1
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Form
of Warrant issued to the investors
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10.1
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Form
of Securities Purchase Agreement dated January 24, 2011 by and
between Generex Biotechnology Corporation and the
investors
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99.1
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Press
Release, dated January 25,
2011.
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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.
GENEREX
BIOTECHNOLOGY
CORPORATION.
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Date:
January 25, 2011
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/s/
Rose C. Perri
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Chief
Operating Officer and Chief Financial Officer
(principal
financial officer)
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EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1
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Form
of Warrant issued to the investors
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10.1
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Form
of Securities Purchase Agreement dated January 24, 2011 by and between
Generex Biotechnology Corporation and the investors
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99.1
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Press
Release, dated January 25,
2011.
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