8-K

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 29, 2019

Generex biotechnology corpORATION

(Exact of registrant as specified in its charter)

DELAWARE	000-29169	98-0178636
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification №.

10102 USA Today Way, Miramar, Florida 33025

(Address of principal executive offices) (Zip Code)

(416) 364-2551

(Registrant’s telephone number, including area code)

(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:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨

Item 3.03. Material Modification to Rights of Security Holders.

On October 29, 2019, Generex Biotechnology Corporation (“Generex”) announced an extension of the payment date for the common stock dividend on its shares of common stock, par value $.001 per share, at a ratio of 1 for 1, previously declared by the Board of Directors. The pay date for the 1:1 dividend has been extended 30 days to Thursday December 12, 2019. The record date remains August 30^th, 2019.

On October 29, 2019, Generex issued a press release related to the dividend payment extension, a copy of which is furnished herewith as Exhibit 99.1, announcing the extension of the payment date for the common stock dividend.

The press release attached hereto as Exhibit 99.1, is being furnished pursuant to this Item 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 8.01 of this Current Report on Form 8-K.

The information contained in the press release is summary information that is intended to be considered in the context of Generex’s filings with the SEC and other public announcements that Generex makes, by press release or otherwise, from time to time. Generex undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01. Financial Statements and Exhibits

(d)       Exhibits.

Exhibit No.	Description
99.1	Press release dated October 29, 2019 issued by Generex Biotechnology Corporation

SIGNATURE

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.

Date: Tuesday, October 29, 2019 

Generex Biotechnology Corp.

/s/Joe Moscato

By: Joe Moscato, CEO, President

EX-99.1

Exhibit 99.1 

Generex Biotechnology Announces Extension to the Pay Date for the Previously Declared 1:1 Stock Dividend

- New Dates Established for 1:1 Shareholder stock dividend

o Pay Date: November 29, 2019

o Ex-Date: December 2, 2019

o Record Date remains August 30, 2019

MIRAMAR, FL, October 29, 2019/ -- Generex Biotechnology Corporation (www.generex.com) (OTCQB:GNBT) (“Generex”) today announced that the company will file for an extension to file its 10K for the fiscal year ended July 31, 2019 with the SEC, and therefore the pay date for the 1:1 dividend has been extended 30 days to Friday November 29, 2019, with the Ex-Date of Monday December 2, 2019. Please note the record date remains August 30th, so if you sell your stock up through the ex-date, your dividend travels with your sale to the buyer; alternatively, if you buy stock up through the ex-date you will receive the dividend from the seller of the shares you acquired.

Joseph Moscato, Generex President & Chief Executive Officer stated, “The audit process for review and verification of the 23-year history of Generex by our new audit team has taken longer than originally projected due to the complexity of integrating the financials of the numerous acquisitions that we have made in the last two years. The 10K is further complicated as a result of our corporate restructuring, which includes not just acquisitions, but also the retirement of significant debt and the elimination of various notes and other financial obligations that Generex has carried on the books for a number of years. Also, as this is the first GNBT 10K filing for our new audit firm, and we need to work with 5 additional audit firms that represent the subsidiaries that we acquired, extra time is needed for our finance team and all of our auditors to ensure that our annual report is precise and provides the accurate financial record of Generex as we prepare for the next stage in the company’s development. Though the extension for the 10K filing allows for 15 days, we are confident the 10K will be filed in the next few days. We are sorry for the delay, but timing on items for 10K review and audit approval are crucial to completion of the third phase of our overall plans to comply with all requirements for the Nasdaq up-list.”

About Generex Biotechnology Corp.

Generex Biotechnology is an integrated healthcare holding company with end-to-end solutions for patient centric care from rapid diagnosis through delivery of personalized therapies. Generex is building a new kind of healthcare company that extends beyond traditional models providing support to physicians in an MSO network, and ongoing relationships with patients to improve the patient experience and access to optimal care.

In addition to advancing a legacy portfolio of immune-oncology assets, medical devices, and diagnostics, the Company is focused on an acquisition strategy of strategic businesses that complement existing assets and provide immediate sources of revenue and working capital. Recent acquisitions include a management services organization, a network of pharmacies, clinical laboratory, and medical device companies with new and approved products.

Cautionary Note Regarding Forward-Looking Statements

This release and oral statements made from time to time by Generex representatives in respect of the same subject matter may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by introductory words such as "expects," "plan," "believes," "will," "achieve," "anticipate," "would," "should," "subject to" or words of similar meaning, and by the fact that they do not relate strictly to historical or current facts. Forward-looking statements frequently are used in discussing potential product applications, potential collaborations, product development activities, clinical studies, regulatory submissions and approvals, and similar operating matters. Many factors may cause actual results to differ from forward-looking statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others of which are not. Known risks and uncertainties include those identified from time to time in the reports filed by Generex with the Securities and Exchange Commission, which should be considered together with any forward-looking statement. No forward-looking statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements. Generex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act.

Generex Contact:

Generex Biotechnology Corporation

Joseph Moscato

646-599-6222

Todd Falls

800-391-6755 Extension 222

investor@generex.com