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): March 14, 2017
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.) |
| 10102 USA Today Way, Miramar, Florida | 33025 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (416) 364-2551
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)) |
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Item 3.03 Material Modification to Rights of Security Holders
On March 14, 2017, Generex Biotechnology Corporation (referred to as the “Company” or “Generex”) effected a reverse stock split of its shares of common stock, par value $.001 per share at a ratio of 1-for-1000. The common stock began trading in the over the counter market on a reverse stock split-adjusted basis at the open of the market on March 14, 2017.
There was no change in the Company’s ticker symbol, “GNBT,” as a result of the reverse Stock split. In connection with the reverse stock split, the CUSIP number for the common stock has been changed to 371485301.
The reverse stock split was previously authorized at a meeting of the Company’s stockholders on August 19, 2015 and the Company’s Board of Directors approved the ratio on December 27, 2016. The requisite Certificate of Amendment to the Company’s Restated Certificate of Incorporation was filed with the Delaware Secretary of State on December 30, 2016 (subject to approval by the Financial Industry Regulatory Authority (FINRA)). The Certificate of Amendment reduced the number of authorized shares of common stock from 2,450,000,000 to 2,450,000. While the amendment to the restated Certificate of Incorporation was filed on December 30, 2016, the reverse stock split could not be effected until the Company received approval from FINRA, which the Company has received.
As a result of the reverse stock split, the Company’s issued and outstanding shares of common stock will decrease to approximately 1,200,000 post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 1,200,000,000 pre-split shares. As a result of the reverse stock split, the total number of shares of common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by (ii) 1,000.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-split common stock to any shareholder of record who otherwise would have received a fractional share as a result of the reverse stock split.
The number of authorized shares of preferred stock under the Restated Certificate of Incorporation was not changed, and remains at 1,000,000 shares.
The Company has retained Broadridge Corporate Issuer Solutions, Inc. to act as exchange agent for the reverse stock split. Broadridge will manage the exchange of pre-reverse stock split shares for post-reverse stock split shares. Stockholders will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact Broadridge at (800) 733-1121.
All options, warrants, and convertible securities of the Company outstanding immediately prior to the reverse stock split will be appropriately adjusted. In general, the reverse stock split effected a reduction in the number of shares subject to such outstanding stock options and warrants proportional to the exchange ratio of the reverse stock split (rounded down to the nearest whole share) and effected a proportionate increase in the exercise price of such outstanding options and warrants.
On March 14, 2017, the Company issued a press release regarding the reverse stock split. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index filed with this report.
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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 thereunto duly authorized.
| GENEREX BIOTECHNOLOGY CORPORATION. | ||
| Date: March 14, 2017 | /s/ Mark A. Fletcher | |
| Mark A. Fletcher | ||
| Executive Vice President and General Counsel | ||
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Exhibit Index
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation of Generex Biotechnology Corporation | |
| 99.1 | Generex Biotechnology Corporation Press Release dated March 14, 2017. |
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Generex Announces Reverse Stock Split
MIRAMAR, Florida & TORONTO, Canada, March 14, 2017 (BUSINESS WIRE) – Generex Biotechnology Corporation (OTCPink:GNBT) today announced a reverse stock split of its shares of common stock at a ratio of 1-for-1000. As of the open of the market on March 14, 2017, the Company’s common stock will begin trading on a split-adjusted basis.
Generex President & Chief Executive Officer Joseph Moscato provided the following commentary to his fellow Generex stockholders: “Your management believes a reverse stock split to be in the best interests of the Company and its stockholders. Generex requires additional working capital to effectively enhance and monetize its extant valuable assets and to successfully execute its business plans, including the recently completed acquisition of a controlling interest in Hema Diagnostic Systems, LLC and the previously announced letter of intent for the acquisition of a controlling interest in Emmaus Life Sciences, Inc., in respect of which Generex has paid $1,000,000 in deposit monies. Raising sufficient capital and on satisfactory terms is problematic with a penny stock. Building on our successful elimination of the Company’s derivative securities, this reverse stock split will allow us to pursue effective, principled, long-term capital investments that will create value for our stockholders and set the stage for an up-listing of the common stock to a national exchange. The Company is also considering a rights offering to all outstanding shareholders to help fund the new business strategy.”
The reverse stock split was previously authorized at a meeting of the Company’s stockholders on August 19, 2015 and the Company’s Board of Directors approved the ratio on December 27, 2016. The requisite amendment to the Company’s Re-stated Certificate of Incorporation was filed with the Delaware Secretary of State on December 30, 2016 (subject to approval by the Financial Industry Regulatory Authority (FINRA)).
As a result of the reverse stock split, the Company’s issued and outstanding shares of common stock will decrease to approximately 1,200,000 post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 1,200,000,000 pre-split shares. As a result of the reverse stock split, the total number of shares of common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by (ii) 1,000.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-split common stock to any shareholder of record who otherwise would have received a fractional share as a result of the reverse stock split.
The Company has retained Broadridge Corporate Issuer Solutions, Inc. to act as exchange agent for the reverse stock split. Broadridge will manage the exchange of pre-reverse stock split shares for post-reverse stock split shares. Stockholders will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact Broadridge at (800) 733-1121.
All options, warrants, and convertible securities of the Company outstanding immediately prior to the reverse stock split will be appropriately adjusted.
In connection with the reverse stock split, the Company’s CUSIP number will change to 371485 30 1 as of March 14, 2017.
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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.
SOURCE Generex Biotechnology Corporation
Generex Contact:
Joseph Moscato
646-599-6222
Generex Biotechnology Corporation
Todd Falls
800-391-6755
Extension 222
investor@generex.com
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CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
GENEREX BIOTECHNOLOGY CORPORATION
Generex Biotechnology Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY:
FIRST: That, in accordance with Section 242 of the DGCL, the Board of Directors of Generex Biotechnology Corporation (the “Corporation”), by unanimous written consent filed with the minutes of the Board of Directors, duly adopted by resolution the amendment (the “Amendment”) to the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and directed that said Amendment be submitted to the stockholders of the Corporation for consideration.
SECOND: That thereafter, the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon approved the Amendment at a special meeting of the Corporation’s stockholders in accordance with Section 242 of the DGCL.
THIRD: The Certificate of Incorporation is hereby amended by deleting Article FOURTH in its entirety and replacing it with the following:
| “FOURTH: The aggregate number of shares of all classes of stock that this Corporation shall have the authority to issue after giving effect to the Reverse Stock Split (as defined herein) is 3,450,000 shares, consisting of (a) 2,450,000 shares of common stock, par value $.001 per share, and (b) 1,000,000 shares of preferred stock, par value $.001 per share. The preferred stock may be issued in one or more series and may have preferences as to dividends and to liquidation of the Corporation. The Board of Directors of the Corporation shall establish the specific rights, preferences, voting privileges and restrictions of such preferred stock or any series thereof. |
| “Upon the approval of the Reverse Stock Split by the Financial Industry Regulatory Authoritythe (“FINRA”), each 1,000 shares of the Corporation’s common stock, issued and outstanding immediately prior to the Effective Time, shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of common stock without any further action by the Corporation or the holder thereof, subject to treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share of common stock shall be entitled to receive from the Corporation’s transfer agent, in lieu of any fractional share, the number of shares rounded up to the next whole number. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”) shall thereafter represent that number of shares of common Stock into which the shares of common stock represented by such Old Certificate shall have been combined, subject to the elimination of fractional share interests as set forth above. Shares of common stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued shares of common stock.” |
FOURTH: This Certificate of Amendment will be effective upon filing.
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IN WITNESS WHEREOF, Generex Biotechnology Corporation has caused this Certificate of Amendment to the Restated Certificate of Amendment to be signed by Mark A. Fletcher, its President & Chief Executive Officer, this 27th day of December, 2016.
| GENEREX BIOTECHNOLOGY CORPORATION | ||
| By: | /s/ Mark A. Fletcher | |
| Mark A. Fletcher, President and CEO | ||
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