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 3, 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 3.03 Material Modification to Rights of Security Holders
On October 3, 2018 the Board of Directors of Generex Biotechnology Corporation declared a stock dividend on its shares of common stock, par value $.001 per share at a ratio of 20 for 1. The Company will announce a record and payment date for the dividend after filing all necessary regulatory notices and receiving any necessary approvals. There will be no change in the Company’s ticker symbol, “GNBT,” as a result of the dividend.
When effective, the stock dividend will result in the Company’s issued and outstanding shares of common stock increasing to approximately 22,362,000 post-dividend shares from 1,068,100 pre-dividend issued and outstanding shares.
All options, warrants, and convertible securities of the Company outstanding on the stock dividend record date will be appropriately adjusted. In general, the dividend will increase the number of shares subject to such outstanding stock options, warrants, and convertible securities proportional to the dividend ratio and will effect a proportionate increase in the number of shares of common stock issuable in connection with the exercise of such outstanding options, warrants, and convertible securities.
The Company expects to issue a press release regarding the proposed stock dividend on October 10, 2018. At such time, the Company also expects to file a Current Report on Form 8-K with the press release.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (e) | On October 3, 2018, the Board of Directors approved the following stock option grants to the Company’s named executive officers. |
| Named Executive | Effective Date of Grant | Options to Purchase Shares of Common Stock | ||||
| Mark
Fletcher Executive Vice-President, General Counsel and Secretary | October 3, 2018 | 4,500 | ||||
| Andrew
Ro Senior Vice President and Chief Investment Officer | October 3, 2018 | 4,500 | ||||
| Richard
Purcell Senior Vice President and Chief Medical Officer | October 3, 2018 | 4,500 | ||||
| Mark
Corrao Chief Financing Officer | October 3, 2018 | 4,500 | ||||
The stock options have an exercise price of $2.23 per share, which was the closing price for the Company’s common stock on October 3, 2018. In addition to the above options, options for an additional 113,000 shares were issued to other employees, officers and consultants of the Company, and to officers, consultants and employees of Veneto Holdings, L.L.C. The options granted to the Veneto Holdings personnel will become effective only when and if the Company completes its acquisition of certain assets of Veneto Holdings and those officers, consultants and employees become officers, consultants and/or employees of Generex or a subsidiary entity. The grants were made pursuant to the terms of the Company’s 2017 Equity Incentive Plan and will be memorialized in option agreements. The options vested as to 1/3 of the shares upon grant, and an additional 1/3 will vest on each of the first and second anniversaries of the grant date. The options expire on the tenth anniversary of the date of grant, subject to earlier termination under the terms set forth in the 2017 Equity Incentive Plan. The stock options will be subject to the other terms and conditions set forth in the 2017 Equity Incentive Plan and in the Stock Option Agreement between the Company and each optionee, the form of which is attached hereto as Exhibit 10.1. The above description of the Stock Option Agreement is not complete and is qualified by reference to such exhibit.
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 9, 2018 | /s/ Mark A. Fletcher | |
| Mark A. Fletcher | ||
| Executive Vice President and General Counsel | ||
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Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Form of Stock Option Agreement |
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STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this “Agreement”), dated as of October 3, 2018 (the “Grant Date”), is between (the “Optionee”) and Generex Biotechnology Corporation, a Delaware corporation (the “Company”).
WHEREAS, the Optionee is an director, consultant or employee of the Company or the Company’s subsidiaries; and
WHEREAS, the Company desires to create an incentive for the Optionee in the performance of his duties to and for the benefit of the Company and its subsidiaries by granting him an option to purchase shares of the Company’s Common Stock.
NOW, THEREFORE, the Optionee and the Company hereby agree as follows:
1. Definitions. For all purposes of this Agreement, the following terms shall have the meanings set forth below:
“Board” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” means the common stock of the Company, par value $.0001 per share.
“Company” has the meaning specified in the preamble hereto.
“Exercise Price” has the meaning specified in Section 2 hereof.
“Family Trust” means, with respect to any individual, any trust created for the benefit of one or more of such individual’s Related Persons and controlled by such individual.
“Grant Date” has the meaning specified in the preamble hereto.
“Option” has the meaning specified in Section 2 hereof.
“Optionee” has the meaning specified in the preamble hereto.
“Optioned Shares” has the meaning specified in Section 2 hereof.
“Plan” means the Company’s 2017 Equity Incentive Plan attached hereto as Exhibit A.
“Related Persons” means, with respect to any individual, such individual’s parents, spouse, children and grandchildren.
“Vested Optioned Shares” has the meaning specified in Section 5 below.
2. Grant of Option. Subject to the terms and conditions set forth herein and pursuant to the Plan, the Company grants to the Optionee an option (the “Option”) to purchase from the Company all or any part of shares of Common Stock (the “Optioned Shares”), at a price of $2.23 per Optioned Share (the “Exercise Price”).
3. Character of Option. Type of option (check one):
_____ Incentive Stock Option; _____ Nonqualified Stock Option
Note: If more than $100,000 in value of Optioned Shares under this option (based on the Exercise Price) becomes exercisable in any calendar year, the excess shall be deemed a Nonqualified Stock Option even if "Incentive Stock Option" is checked above
4. Duration of Option. The Option shall terminate in its entirety on the earliest of (i) the tenth (10th) anniversary of the Grant Date or (ii) such earlier time as the Option may terminate in accordance with the Plan.
5. Exercise of Option.
(a) At any time after the Grant Date and prior to the termination of the Option pursuant to Section 4 above, the Optionee shall have the right to exercise the Option for all or a portion of the Optioned Shares which have become “Vested Optioned Shares” as of the date of exercise determined in accordance with this paragraph. The Optioned Shares shall become Vested Option Shares, subject to the other provisions set forth herein and in the Plan [check one]
As to all Option Shares on the Grant Date; or
as to ________________ Optioned Shares on the [first anniversary of the Grant Date and subsequent anniversary or the Grant Date (each a “Vesting Date”)]; provided that on such Vesting Date Optionee is serving as an employee, consultant or director of the Company.
(b) Subject to Section 4 hereof, exercise of the Option may be effected in the manner specified in the Plan.
6. Transfer of Option. During the Optionee’s lifetime, the Option may be exercised only by the Optionee. Except for a transfer of the Option to the Optionee’s Related Persons or a Family Trust by will or operation of law after the Optionee’s death, the Option and all rights granted hereunder may not be transferred, assigned, pledged, or hypothecated (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process. Any transfer of the Option in violation of this Section 6 shall be void and will result in the immediate termination of the Option.
7. Incorporation of Plan Terms. This Option is granted subject to all of the applicable terms and provisions of the Plan. Optionee acknowledged receipt of a copy of the Plan
8. Limitation of Rights in Optioned Shares. The Optionee shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the Optioned Shares except to the extent that the Option shall have been exercised with respect thereto and, in addition, a stock certificate therefor shall have been delivered to the Optionee.
9. Communication. All notices, demands and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested, postage prepaid, or if sent by overnight courier, or sent by email, as follows:
(a) if to an Optionee, at such address set forth after Optionee’s name on the signature page hereto; and
(b) if to the Company, at:
Generex Biotechnology Corporation
10102 USA Today Way
Miramar, FL 33026
Email:
Attention: CEO
Any such notice shall be effective (i) if delivered personally, when received, (ii) if sent by overnight courier, when receipted for, (iii) if mailed, five (5) days after being mailed as described above and (iv) if sent by written telecommunication, when dispatched.
10. Governing Law. This Agreement and the obligations of the parties hereunder shall be deemed to be a contract under seal and shall for all purposes be governed by and construed in accordance with the internal laws of the State of Delaware without reference to principles of conflicts of law.
11. Successors and Assigns. This Agreement shall be binding upon any successor or assign of either the Company or the Optionee, and upon any executor, administrator, trustee, guardian, or other legal representative of the Optionee.
{Remainder of Page Intentionally Left Blank.}
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IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement as of the date and year first above written.
| THE COMPANY: | GENEREX BIOTECHNOLOGY CORPORATION | |
| By: _________________________ | ||
| Name: Joseph Moscato | ||
| Title: President and CEO | ||
| THE OPTIONEE: | ____________________________ | |
| Name: | ||
| Address: |
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Exhibit A
2017 Equity Incentive Plan