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): October 4, 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)) |
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Item 8.01 Other Events
On October 4, 2018, Generex Biotechnology Corporation (“Generex”) issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing information in Item 8.01 of this Current Report on Form 8-K, together with the press release attached hereto as Exhibit 99.1, is being furnished pursuant to this Item 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 8.01 of this Current Report on Form 8-K.
By filing this Current Report on Form 8-K and furnishing this information, Generex makes no admission as to the materiality of Item 8.01 in this report or the press release attached hereto as Exhibit 99.1. The information contained in the press release is summary information that is intended to be considered in the context of Generex’s filings with the SEC and other public announcements that Generex makes, by press release or otherwise, from time to time. Generex undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
Forward-Looking Statements
Statements in this report may contain certain forward-looking statements. All statements included concerning activities, events or developments that the Generex expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Known risks and uncertainties also 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 cannot be sure when or if it will be permitted by regulatory agencies to undertake additional clinical trials or to commence any particular phase of clinical trials. Because of this, statements regarding the expected timing of clinical trials or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act. Additional information on these and other risks, uncertainties and factors is included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.
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: October 4, 2018 | /s/ Mark A. Fletcher | |
| Mark A. Fletcher | ||
| Executive Vice President and General Counsel | ||
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 4, 2018 |
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Generex Biotechnology Corporation
Shareholder Alert
Generex Announces Acquisition and Prospective Stock Dividend
MIRAMAR, FL, October 4, 2018 / (Business Wire) / -- Generex Biotechnology Corporation (www.generex.com) (OTCQB:GNBT) (http://www.otcmarkets.com/stock/GNBT/quote) is pleased to announce that the Company has closed the first tranche of a purchase of the going concern assets of a business providing (i) certain specialty pharmacy services and products, (ii) surgical products and services, (iii) diagnostic testing for screening human blood, urine and/or saliva samples for the presence of narcotics, medications, alcohol and other drugs and substances, (iv) durable medical equipment services, and (v) similar ancillary healthcare services, and the provision of management services for the foregoing businesses. In the past 12 months, the purchased assets generated in excess of $66 Million in unaudited revenues through product sales and the provision of services.
Furthermore, in the same transaction, Generex has committed to closing on the acquisition of additional operating assets within the next 30 days that will significantly enhance revenue and establish a platform for growth that is projected to become a lucrative enterprise through expansion from the three states currently served to an additional 23 states targeted in the expansion plan.
It is the Company’s expectation that the acquisition will in due course allow the Company to meet the initial listing requirements for an up-list of its common stock to trading on the Nasdaq Capital Market.
With the restructuring of the Company over the past 19 months and the new platform for growth established through these acquisitions, Generex plans to issue a 20-for-1 stock dividend to shareholders of record; the record date, payment date, and further details of the planned stock dividend will be announced in due course.
Generex management will host an investor conference call in the wake of the additional asset purchase closing to provide shareholders with further details in respect of these acquisitions and the Company’s go-forward plans. Details of the closing of the first acquisition and the terms of the follow-up additional acquisition will be made public in a Form 8-K Current Report to be filed with the Securities and Exchange Commission on Tuesday, October 9, 2018.
Generex President & Chief Executive Officer Joseph Moscato stated: “Over the course of the last two years, our executive management team at Generex has worked diligently to unlock and enhance the value in our Company. Through hard work and a partnership approach, we have identified and acquired a highly successful operating platform with an experienced and successful management team that generates substantial revenues and profits. These acquisitions will drive our development and growth efforts as we execute on our go-forward plans to build a new paradigm for end-to-end treatment and services solutions, placing the doctor/patient relationship at the center of healthcare. With an emphasis on technology, systems, and training of our personnel, we will ensure full compliance with all state and federal regulations, as we provide streamlined and integrated services for patients, physicians, and healthcare systems. We are excited about our future and look forward to providing additional details to our shareholders.”
In the transactions described in this press release, Brooks, Houghton & Company, Inc. acted as the Company’s M&A advisor, and Eckert Semans Cherin & Mellott, LLC served as counsel to the Company.
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:
Generex Biotechnology Corporation
Joseph Moscato
646-599-6222
Todd Falls
800-391-6755 Extension 222
investor@generex.com
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