-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AEABefv3GLqaRuzo6REIvid8Af1+gcw+uUfU7ojc8gfiUSJ41mlh7hS6vfWCW9DB 9acrzrdpMvEKMD9TeBjGzg== 0001144204-09-018955.txt : 20090406 0001144204-09-018955.hdr.sgml : 20090406 20090406061336 ACCESSION NUMBER: 0001144204-09-018955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090403 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090406 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: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25169 FILM NUMBER: 09733851 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 v145417_8-k.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):
 
April 3, 2009
 
GENEREX BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-29169
  
98-0178636
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(I.R.S Employer Identification No.)
 
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:
 
¨
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))
 
 
 
 
 
 
 
Item 8.01
Other Events.

On February 27, 2009, Generex Biotechnology Corporation (the “Company”) entered into a separate Forbearance and Amendment Agreement (“Forbearance Agreement”) with each of the investors that purchased the Company’s 8% Senior Secured Convertible Notes (the “Notes”) pursuant to that certain Securities Purchase Agreement, dated as of March 31, 2008 (the “Securities Purchase Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto (the “Holders,” and each a “Holder”).  The material terms and conditions of the Forbearance Agreements were disclosed in the Current Report on Form 8-K filed by the Company on March 2, 2009, which disclosures are incorporated by reference herein.  Unless indicated otherwise, capitalized terms used in this Current Report on Form 8-K are defined in the Notes.

Under the Forbearance Agreements, each of the Holders agreed to forbear from exercising certain rights and remedies under the Notes and Security Agreement for a 21-day period ending March 20, 2009 (the “Standstill Period”). Each of the Holders subsequently consented to extend the Standstill Period through April 3, 2009.

On April 3, 2009, the Company delivered to each of the Holders: (i) agreements executed by the Company pertaining to the letter of credit for $3,000,000 that the Company procured from a financing institution and delivered to the Holders on March 20, 2009; and (ii) the irrevocable instructions to the Company’s transfer agent, executed by the Company and its transfer agent, authorizing the transfer agent to issue certificates to each Holder for shares of common stock (or credit shares to such Holder’s balance account at DTC) at such Holder’s request for the Holder’s pro rata portion of the Conversion Shares in payment of Installment Amounts where the Company has not elected a Company Redemption in accordance with the terms of the Note and the Forbearance Agreement or upon the occurrence of an Event of Default after February 27, 2009.

Accordingly, the Company satisfied the delivery requirements within the Standstill Period pursuant to the terms of each of the Forbearance Agreements.
 
 
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.
     
Date: April 3, 2009
  
/s/ Rose C. Perri
   
Chief Operating Officer and Chief Financial Officer
(principal financial officer)
     
     
     
     

-----END PRIVACY-ENHANCED MESSAGE-----