8-K 1 v037129.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): March 6, 2006


GENEREX BIOTECHNOLOGY CORPORATION   
(Exact Name of Registrant as Specified in Its Charter)


 Delaware
 000-25169
 98-0178636
(State or Other
Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification
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 3.02 Unregistered Sales of Equity Securities.
Item 3.03 Material Modification to Rights of Security Holders.


On March 6, 2006, the Company and four of its investors, Iroqouis Capital LP, Cranshire Capital, L.P., Smithfield Fiduciary, LLC, and Omicron Master Trust (collectively, the “Investors”) amended the terms of outstanding warrants to purchase common stock (“Warrants”) to accelerate their exercise date to March 6, 2006. These Warrants consist of Warrants for 1,600,000 shares issued on February 28, 2006, and initially exercisable on August 31, 2006. The Investors agreed to immediately exercise the full amount of these warrants (for aggregate gross proceeds to the Company of $2,000,000) in exchange for (a) the acceleration of the exercise period , and (b) the issuance of additional warrants equal to 50% of the exercised Warrants (an aggregate of at least 800,000 shares). The new warrants will have an exercise price of $3.00 per share and will be exercisable for five years from September 6, 2006.

 
Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.
 

 
 
4.1
    
Form of agreement to amend Warrants between the Company and the Investors dated March 6, 2006.
     
4.2
   Form of Warrant issued by Generex Biotechnology Corporation on March 6, 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: March 6, 2006 By:   /s/ Rose C. Perri
 
Chief Operating Officer and
 
Chief Financial Officer
(principal financial officer)



 
 
 

EXHIBIT INDEX


 
4.1
    
Form of agreement to amend Warrants between the Company and the Investors dated March 6, 2006.
     
4.2
   Form of Warrant issued by Generex Biotechnology Corporation on March 6, 2006.