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): July 9, 2018

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))

1

Item 1.01. Entry into a Material Definitive Agreement

As previously reported, on March 28, 2017, Generex Biotechnology Corporation (the “Company”) entered into a securities purchase agreement pursuant to which the Company issued 3,000 shares of Series H Preferred Stock for a purchase price of $3,000,000 of its Series H Convertible Preferred Stock (“Series H Preferred Stock”), to a single purchaser, Pharma Trials, LLC.

The Series H Preferred Stock is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $2.50 per share. The conversion price of the preferred stock is subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders.

On July 9, 2018, the Company entered into a Confidential Amendment to Securities Purchase Agreement (the “Amendment”) pursuant to which Pharma Trials, LLC agreed

· Not to convert any of the Series H Preferred Stock before the earlier of October 31, 2018, or the date the Company has completed two acquisitions of the types described in the Amendment.

· In the event the Company declares a stock dividend on its common stock in an amount in excess of 1 share for each outstanding share, to waive its right to receive an adjustment to the conversion ratio in excess of one additional share for each share of preferred stock.

The foregoing description of the terms of the Amendment is subject to, and qualified in their entirety by, the document attached hereto as Exhibit 4.1 and incorporated herein by reference.

2

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: July 10, 2018	/s/ Joseph Moscato
	Joseph Moscato
	President and CEO

3

Exhibit Index

Exhibit No.	Description
4.1	Confidential Amendment to Securities Purchase Agreement, dated _________, 2018, between Generex Biotechnology Corporation and Pharma Trials, LLC.

4

EX-4.1

CONFIDENTIAL AMENDMENT TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT (this “Amendment”) is made as of this day of June, 2018 by and between:

GENEREX BIOTECHNOLOGY CORPORATION

(the “Company”)

-and-

PHARMA TRIALS, LLC

(the “Purchaser”)

WHEREAS the Company and the Purchaser executed and delivered a Securities Purchase Agreement (the “SPA) dated as of March 28, 2017 pursuant to which the Purchaser purchased from the Company, and the Company sold to the Purchaser, an aggregate of three thousand (3,000) shares of the Company’s Series “H” Convertible Preferred Stock (the “Series H CPS”);

AND WHEREAS the Series H CPS are convertible into shares of the Company’s common stock (the “Conversion Entitlement”);

AND WHEREAS the Company is in the midst of its pursuit of the following specific strategic transaction opportunities in furtherance of its business plan (the “Prospective Transactions”), particulars of which Prospective Transactions have been disclosed by the Company to the Purchaser: (i) acquisition of a mail-order pharmacy network; (ii) acquisition of a management services organization (MSO); and, (iii) acquisition of a compounding pharmacy;

AND WHEREAS the Company has a present intention, but not the obligation, to issue to the Company’s stockholders of record as of a record date to be determined by the Company’s Board of Directors (the “Board”) a Company common stock dividend (the “Dividend”) at a ratio (the “Ratio”) to be determined by the Board;

AND WHEREAS execution, delivery, and performance of this Amendment by the Purchaser is a condition precedent to the closing of the Prospective Transactions and the issuance of the Dividend,

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, the Company and the Purchaser hereby covenant and agree that the SPA is hereby amended as follows:

1. Notwithstanding anything to the contrary set forth in the SPA or in the Certificate of Designation in respect of the Series H CPS, from and after the date hereof and until the earlier of the Closing Date (as that term is hereinafter defined) and the Termination Date (as that term is hereinafter defined) the Purchaser will not exercise the Conversion Entitlement. The Purchaser hereby affirms that, as at the date hereof, the Purchaser is the sole legal and beneficial owner of the Series H CPS and the Conversion Entitlement remains unexercised in toto.

2. The term “Closing Date” in this Amendment means the date upon which the Company achieves the non-escrowed completion of its acquisition of not less than two of the hereinbefore identified three Prospective Transactions.

3. The term “Termination Date” in this Amendment means October 31, 2018.

4. In the event that the Company declares the Dividend, notwithstanding anything to the contrary set forth in the SPA or in the Certificate of Designation in respect of the Series H CPS, the Purchaser hereby waives its entitlement to the Dividend at the Ratio; provided that (a) the Ratio shall not exceed twenty for one, and (b) the Purchaser shall receive a Company common stock dividend of one share for every one share of Company common stock issuable to the purchaser upon exercise of the Conversion Entitlement in toto.

5. The Purchaser hereby acknowledges and confirms that it has sought and received independent legal advice in connection with the Purchaser’s execution, delivery, and performance of this Amendment.

6. In all other respects, the SPA remains in full force and effect and unamended as of the date hereof.

7. This Amendment sets forth the entire agreement and understanding between the parties on the subject matter hereof. No other representation, inducement, promises, understanding, condition or warranty not set forth herein has been made or relied upon by either party hereto.

IN WITNESS WHEREOF the Company and the Purchaser have executed and delivered this Amendment as of the date first written above.

GENEREX BIOTECHNOLOGY CORPORATION

/s/ Joseph Moscato

Name: Joseph Moscato

Title: President & Chief Executive Officer

I have authority to legally bind the Company.

PHARMA TRIALS, LLC

/s/ Marissa Leighton

Name: Marissa Leighton

Title:

I have authority to legally bind the Purchaser.