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): November 21, 2017

GENEREX BIOTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29169	98-0178636
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	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

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))

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 Item 5.07.  Submission of Matters to a Vote of Security Holders.

On November 21, 2017, Generex Biotechnology Corporation (the “Company”) held its Annual Meeting of the Company’s Stockholders (the “Meeting”) at 10102 USA Today Way. Miramar, Florida 33025.  The following proposals were submitted to the stockholders at the Meeting:

1. to elect eight directors;

2. to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares;

3. to approve an amendment to the Company’s Restated Certificate of Incorporation to change the Company’s name to NuGenerex Biotechnology Holdings, Inc.;

4. to approve the adoption of the Company’s 2017 Equity Incentive Plan;

5. to approve the adjournment of the Meeting, if necessary, to solicit additional proxies to vote in favor of the proposal set forth in Item 2;

6. to ratify the appointment of MNP LLP as the Company’s independent public accountants for the year ending July 31, 2017; and

7. to hold a non-binding, advisory vote regarding the frequency of voting on the compensation paid to the Company’s named executive officers.

Only stockholders of record as of the close of business on September 28, 2017 were entitled to vote at the Meeting.  As of that date, 1,065,093 shares of the Company’s common stock were outstanding and entitled to vote at the Meeting.  Holders of the Company’s Series I Preferred Stock were entitled to vote on the election of directors (Item 1) and on the proposal to authorize additional shares of common stock (Item 2); however, those holders did not exercise those voting rights at the Meeting. 851,546 shares of common stock of the Company were represented at the Meeting, in person or by proxy, constituting a quorum (80% of the outstanding stock).

The votes with respect to each of the proposals are set forth below.

(1) Elect the Directors of the Company to serve until the 2018 Annual Meeting:

The following nominees were elected as directors of the Company to serve until the 2018 Annual Meeting by the votes indicated below:

Name of Director Nominees	For*		Withheld		Broker Non-Votes
Joseph Moscato		285,911		28,039		537,596
Andrew Ro		288,768		25,182
Dr. Gary H. Lyman.		288,788		25,162
Dr. Craig Eagle		286,309		27,641
Dr, James M. Anderson, Jr.		289,491		24,459
Brian T. McGee		289,244		24,706
Kevin Centofanti		276,743		28,207
Lawrence Salvo		286,445		27,505

* No votes were cast by the holders of Series I Preferred Stock in respect of the election of directors.

(2) Proposal to amend Certificate of Incorporation to increase the authorized number of shares of Common Stock

The proposal to increase the authorized number of shares of Common Stock was approved as 54.7 % of the outstanding common stock voted in favor of the proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it.  There were no broker non-votes on this proposal.  

FOR*		AGAINST		ABSTAIN
	582,905		194,600		4,783

*No votes were cast by the holders of the Series I Preferred Stock.

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(3) Proposal to amend the Certificate of Incorporation to change the Company’s name to NuGenerex Biotechnology Holdings, Inc.

The proposal to change our name to NuGenerex Biotechnology Holdings, Inc. was approved as 65.67 % of the outstanding common stock voted in favor of the proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it.  There were no broker non-votes on this proposal.

FOR		AGAINST		ABSTAIN
	699,517		86,993		6,105

(4) Proposal to Adopt the 2017 Equity Incentive Plan:

The proposal to adopt the 2017 Equity Incentive Plan was approved by the votes indicated below, being 86% of the votes cast at the meeting.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	212,117		36,268		7,184		537,596

(5) Proposal to approve an adjournment if necessary:

The Adjournment Proposal was approved by the following vote.

FOR		AGAINST		ABSTAIN
	622,004		144,491		26,121

(6) Ratification of the appointment of MSCM LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2017:

The proposal to ratify the appointment of MSCM LLP as the Company’s independent registered public accountant for fiscal year ending July 31, 2017 was approved by the votes indicated below. There were no broker non-votes on this proposal.

FOR		AGAINST		ABSTAIN
	719,091		66,874		6,650

(7) Frequency of Non-Binding Advisory Votes on Executive Compensation:

A frequency of three years for non-binding advisory votes on executive compensation was adopted by 86% of the votes cast at the meeting, with the frequencies of one, two and three years receiving the votes indicated below.

Frequency	Votes For
One year		25,021
Two Years		7,685
Three Years.		208,444
Abstain		12,331

 Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

99.1       Press Release dated November 27, 2017

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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: November 27, 2017	/s/ Mark Fletcher
	Mark Fletcher
	Executive Vice-President, General Counsel, Secretary

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EX-99.1

Exhibit 99.1

Generex Announces Results of

Annual Stockholders’ Meeting

MIRAMAR, Florida, November 27, 2017 (BUSINESS WIRE) – Generex Biotechnology Corporation (OTCPink:GNBT) (www.generex.com) today announced the results of the annual meeting of the Company’s stockholders held on November 21, 2017.

Brian McGee, Dr. James H. Anderson, Jr., MD, Dr. Craig Eagle, MD, and Dr. Gary H. Lyman, MD, MPH were elected as independent members of the Company’s Board of Directors. Joseph Moscato, the Company’s President & Chief Executive Officer, Andrew Ro, the Company’s Chief Investment Officer, Lawrence Salvo, and Kevin Centofanti were also elected to the Board.

The proposals to: increase the authorized number of shares of the Company’s common stock; to change the name of the Company to NuGenerex Biotechnology Holdings, Inc.; to approve the Company’s 2017 equity incentive plan; and, to ratify the appointment of MNP LLP as independent public accountants in respect of the Company’s fiscal year-end, were each approved by the stockholders. The stockholders also voted to hold triennial non-binding advisory votes regarding the compensation paid to the Company’s named executive officers.

A Form 8-K Current Report in respect of the specific voting results will be filed with the U.S. Securities and Exchange Commission today.

Although Messrs. Moscato and Salvo held additional voting rights in respect of the meeting under the terms of the shares of Series I Convertible Preferred Stock held by them, they did not exercise those rights and did not vote those shares at the meeting.

The Company intends to schedule an investor conference call in the coming weeks to update stockholders on the effectuation of the Company’s business plans.

Mr. Moscato commented: “I am pleased that the holders of 80% of the Company’s outstanding shares cast votes at the meeting and that my fellow stockholders have supported Generex management with the approval of our reorganization initiatives and a vote of confidence in our go-forward plans. In the coming weeks, we will host an investor conference call to highlight Company achievements and our three-pronged business plan encompassing: plans for current assets, being the buccal drug delivery platform technologies, the Antigen Express immune-therapeutic vaccines, and Hema Diagnostics; our acquisitions strategy; and, a clinical trial and medical receivables financing concept.”

Mr. Moscato further stated: “Against all odds and many hurdles, the determination of the Generex management team and its advisors has led to the successful completion of the Company’s reorganization plan. We now have a clear path forward to reinvigorate our very valuable intellectual properties and execute our other ambitious plans. I would like to congratulate the Generex Board on the successful implementation of the reorganization and thank them for their advice and supervision over this past year. I would also like to welcome Kevin Centofanti, CFA, President of highly respected merchant bank Brooks, Houghton & Company, Inc., to the Board.”

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