Unassociated Document

0001144204-06-008119.txt : 20060301 0001144204-06-008119.hdr.sgml : 20060301 20060228181432 ACCESSION NUMBER: 0001144204-06-008119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENEREX BIOTECHNOLOGY CORP CENTRAL INDEX KEY: 0001059784 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 820490211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25169 FILM NUMBER: 06652618 BUSINESS ADDRESS: STREET 1: 33 HARBOUR SQ STREET 2: STE 202 CITY: TORONTO ONTARIO CANADA STATE: A1 ZIP: M5J 2G2 BUSINESS PHONE: 4163642551 MAIL ADDRESS: STREET 1: 33 HARBOUR SQ STREET 2: STE 202 CITY: TORONTO ONTARIO CA STATE: A1 ZIP: M5J 2G2 8-K 1 v036745_8k.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 28, 2006

GENEREX BIOTECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-25169	98-0178636
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification
Incorporation)		Number)

33 Harbour Square, Suite 202, Toronto, Ontario Canada	M5J 2G2
(Address of Principal Executive Offices)	(Zip Code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02 Unregistered Sales of Equity Securities.

Item 3.03 Material Modification to Rights of Security Holders.

As previously reported on the Current Report on Form 8-K of Generex Biotechnology Corporation (the “Company”) filed with the Securities Exchange Commission on January 20, 2006, the Company issued additional investment rights (the “AIRs”) to each of Iroquois Capital LP, Cranshire Capital, L.P., Smithfield Fiduciary LLC and Omicron Master Trust (collectively, the “Investors”) on January 20, 2006 pursuant to which the Company granted to each of the Investors the right to purchase detachable units consisting of (i) $1,000,000 principal amount debentures convertible into common stock at a conversion price of $1.25 (the “AIR Debentures”), and (ii) warrants entitling the holder thereof to purchase a number of shares of the Company’s common stock equal to 100% of the shares of common stock issuable upon the conversion in full of the AIR Debentures at a $1.25 conversion price (800,000 shares) at an exercise price of $1.25 per share. The AIRs were each originally exercisable on 181^st day after January 20, 2006. On February 28, 2006, each of the Investors agreed to immediately exercise 100% of the AIRs (for aggregate gross proceeds to the Company of $4,000,000) in exchange for the acceleration of the exercise periods.

The Company undertook the offer and sale of the AIRs, as well as the shares of common stock into which such AIRs are exercisable, in reliance upon Rule 506 of Regulation D and Section 18(b)(4)(D) of the Securities Act o f 1933, as amended (the “Securities Act”). Each of the Investors has previously represented and warranted to the Company that it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The sale of such securities did not involve the use of underwriters, and no commissions were paid in connection therewith.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1	Agreement to Amend Additional Investment Right between the Company and Cranshire Capital, L.P. dated February 28, 2006.

4.2	Agreement to Amend Additional Investment Right between the Company and Omicron Master Trust dated February 28, 2006.

4.3	Agreement to Amend Additional Investment Right between the Company and Iroquois Capital LP dated February 28, 2006.

4.4	Agreement to Amend Additional Investment Right between the Company and Smithfield Fiduciary LLC dated February 28, 2006.

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.


	GENEREX BIOTECHNOLOGY CORPORATION

Dated: February 28, 2006	By:	/s/ Rose Perri
		Chief Operating Officer and
		Chief Financial Officer
		(principal financial officer)

EXHIBIT INDEX

4.1	Agreement to Amend Additional Investment Right between the Company and Cranshire Capital, L.P. dated February 28, 2006.

4.2	Agreement to Amend Additional Investment Right between the Company and Omicron Master Trust dated February 28, 2006.

4.3	Agreement to Amend Additional Investment Right between the Company and Iroquois Capital LP dated February 28, 2006.

4.4	Agreement to Amend Additional Investment Right between the Company and Smithfield Fiduciary LLC dated February 28, 2006.

EX-4.1 2 v036745_ex4-1.htm

Exhibit 4.1

February 28, 2006

Cranshire Capital, L.P.

666 Dundee Road

Suite 1901

Northbrook, Illinois

USA 60062

Attention: Mitchell P. Kopin

Dear Sirs:

*Re:*	*Generex Biotechnology Corporation*
	*- Amendment to Jan 20 06 Additional Investment Right*

We make reference to the additional investment right issued by Generex Biotechnology Corporation (the “Company”) to Cranshire Capital, L.P. (“Cranshire”) on January 20, 2006 pursuant to which the Company, inter alia, granted to Cranshire the right to purchase a $1,000,000 principal amount debenture convertible at $1.25 per share (the “AIR”).

The Initial Exercise Date (as that term is defined in the AIR) of the AIR is expressed therein as the 181^st day after the date thereof. The Company hereby confirms that, in consideration of the exercise of the AIR by Cranshire and the delivery to the Company of a Notice of Exercise in respect thereof on or before the close of business on February 28, 2006, the Company has agreed to abridge the Initial Exercise Date and to honor the aforementioned Notice of Exercise.

Yours truly,

Generex Biotechnology Corporation

/s/ Mark A. Fletcher

Mark A. Fletcher

Executive Vice-President, General Counsel

maf:hs

EX-4.2 3 v036745_ex4-2.htm

Exhibit 4.2

February 28, 2006

Omicron Master Trust

650 Fifth Avenue

24^th Floor

New York, New York

USA 10019

Attention: Brian Daly

Dear Sirs:

*Re:*	*Generex Biotechnology Corporation*
	*- Amendment to Jan 20 06 Additional Investment Right*

We make reference to the additional investment right issued by Generex Biotechnology Corporation (the “Company”) to Omicron Master Trust (“Omicron”) on January 20, 2006 pursuant to which the Company, inter alia, granted to Omicron the right to purchase a $1,000,000 principal amount debenture convertible at $1.25 per share (the “AIR”).

The Initial Exercise Date (as that term is defined in the AIR) of the AIR is expressed therein as the 181^st day after the date thereof. The Company hereby confirms that, in consideration of the exercise of the AIR by Omicron and the delivery to the Company of a Notice of Exercise in respect thereof on or before the close of business on February 28, 2006, the Company has agreed to abridge the Initial Exercise Date and to honor the aforementioned Notice of Exercise.

Yours truly,

Generex Biotechnology Corporation

/s/ Mark A. Fletcher

Mark A. Fletcher

Executive Vice-President, General Counsel

maf:hs

EX-4.3 4 v036745_ex4-3.htm

Exhibit 4.3

February 28, 2006

Iroquois Capital LP

641 Lexington Avenue

26^th Floor

New York, New York

USA 10022

Attention: Joshua Silverman

Dear Sirs:

*Re:*	*Generex Biotechnology Corporation*
	*- Amendment to Jan 20 06 Additional Investment Right*

We make reference to the additional investment right issued by Generex Biotechnology Corporation (the “Company”) to Iroquois Capital LP (“Iroquois”) on January 20, 2006 pursuant to which the Company, inter alia, granted to Iroquois the right to purchase a $1,000,000 principal amount debenture convertible at $1.25 per share (the “AIR”).

The Initial Exercise Date (as that term is defined in the AIR) of the AIR is expressed therein as the 181^st day after the date thereof. The Company hereby confirms that, in consideration of the exercise of the AIR by Iroquois and the delivery to the Company of a Notice of Exercise in respect thereof on or before the close of business on February 28, 2006, the Company has agreed to abridge the Initial Exercise Date and to honor the aforementioned Notice of Exercise.

Yours truly,

Generex Biotechnology Corporation

/s/ Mark A. Fletcher

Mark A. Fletcher

Executive Vice-President, General Counsel

maf:hs

EX-4.4 5 v036745_ex4-4.htm

Exhibit 4.4

February 28, 2006

Smithfield Fiduciary LLC

c/o Highbridge Capital Management, LLC

9 West 57^th Street

27^th Floor

New York, New York

USA 10019

Attention: Ari J. Storch / Adam J. Chill

Dear Sirs:

*Re:*	*Generex Biotechnology Corporation*
	*- Amendment to Jan 20 06 Additional Investment Right*

We make reference to the additional investment right issued by Generex Biotechnology Corporation (the “Company”) to Smithfield Fiduciary LLC (“Smithfield”) on January 20, 2006 pursuant to which the Company, inter alia, granted to Smithfield the right to purchase a $1,000,000 principal amount debenture convertible at $1.25 per share (the “AIR”).

The Initial Exercise Date (as that term is defined in the AIR) of the AIR is expressed therein as the 181^st day after the date thereof. The Company hereby confirms that, in consideration of the exercise of the AIR by Smithfield and the delivery to the Company of a Notice of Exercise in respect thereof on or before the close of business on February 28, 2006, the Company has agreed to abridge the Initial Exercise Date and to honor the aforementioned Notice of Exercise.

Yours truly,

Generex Biotechnology Corporation

/s/ Mark A. Fletcher

Mark A. Fletcher

Executive Vice-President, General Counsel

maf:hs