UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14A
(Rule
14a-101)
Schedule
14A Information
Proxy
Statement pursuant to §14(a) of The Securities Exchange Act of 1934
Filed
by the Registrant: ☒
Filed
by a party other than the registrant: ☐
Check
the appropriate box:
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☐
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preliminary
proxy statement confidential, for use of the commission only (as permitted by rule 14
a-6 (E) (2))
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☒
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definitive
proxy statement
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☐
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definitive
additional materials
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☐
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soliciting
material under §240.14a-12
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Generex
biotechnology corpORATION
(Exact
of registrant as specified in its charter)
Payment
of filing fee (check the appropriate box)
☒
no fee required
☐
fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1)
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title
of each class of securities to which transaction applies:
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2)
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aggregate
number of securities to which transaction applies:
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3)
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per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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4)
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proposed
maximum aggregate value of transaction:
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☐
fee paid previously with preliminary materials
☐
checkbox of any part of the fee is offset provided by Exchange Act Rule
0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the former schedule and the date of its filing.
1)
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amount
previously paid:
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2)
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form,
schedule or registration statement №:
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The
instant information statement is not being filed with the Securities and Exchange Commission 10 calendar days prior to the date
definitive copies of such statement are first sent or given to security holders pursuant to §240.1 4c-5.
Contents
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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3
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Item 1. Date, time and place information
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4
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Item 2. Revocability of proxies
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4
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Item 3. Dissenters rights of appraisal
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4
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Item 4. Persons making the solicitation
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4
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Item 5. Interest of certain persons and matters
to be acted upon
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5
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Item 6. Voting Securities and Principal Holders
Thereof
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5
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Item 7. Directors and executive officers
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5
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Curriculum Vitae for Directors
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6
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Joseph Moscato
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6
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Andrew Ro
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6
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Dr. Craig Eagle, MD.
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6
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Brian T. McGee.
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7
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Dr. James H. Anderson, Jr., MD
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7
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Lawrence Salvo
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8
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Mark J. Prioletti
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8
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Omar Gzouli
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8
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Item 8. Compensation of directors and executive
officers.
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9
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SUMMARY COMPENSATION TABLE
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9
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OUTSTANDING EQUITY AWARDS AT JULY 31, 2019
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9
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DIRECTOR COMPENSATION
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10
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Item 9. Independent public accountants
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10
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Item 10. Compensation plans
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11
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Item 11. Authorization or issuance of securities
otherwise than for exchange
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12
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None
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12
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Item 12. Modification or exchange of securities
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12
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Item 13. Financial and other information
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12
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Item 14. Mergers, consolidations, acquisitions
and similar matters
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12
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Item 15. Acquisition or Disposition of Property
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12
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Item 16. Restatement of accounts
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12
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Item 17. Action with respect to reports.
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12
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Item 18. Matters not required to be submitted
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12
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Item 19. Amendment of character, bylaws, or
other documents
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13
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Item 20. Other Proposed Actions.
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13
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Item 21. Voting Procedures.
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13
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Item 22. Information required in investment
company proxy statement.
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17
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Item 23. Delivery of documents to security holders
sharing an address.
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17
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Item 24. Shareholder Approval of Executive Compensation
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17
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Item 25. Exhibits.
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18
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GENEREX
BIOTECHNOLOGY CORPORATION
10102
USA Today Way
Miramar,
Florida, USA 33025
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD October 25, 2019
Dear
Stockholder:
You
are cordially invited to attend the annual meeting of stockholders of Generex Biotechnology Corporation ("Generex")
that will be held on October 25, 2019, at 10:00 a.m. (local time), at 10102 Miramar, Florida 33025, for the following
purposes, as set forth in the accompanying Proxy Statement:
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1.
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To
elect eight (8) directors to a three (3) year term;
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2.
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To
ratify the appointment of Mazars USA, LLP independent public accountants for the year
ending July 31, 2019;
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3.
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To
approve the adjournment of the annual meeting, if necessary, to achieve quorum and/or
solicit additional proxies to vote in favor of the proposals set forth in the election
of directors.
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Note
- To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The
Board of Directors has established Tuesday, September 3, 2019 at 4:00 PM EST, as the record date for the determination of stockholders
entitled to receive notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. Generex is complying
with the Securities and Exchange Commission rule that permits us to furnish proxy materials to stockholders on the Internet. This
Notice and the Proxy Statement were mailed to stockholders on or about Friday, September 13, 2019.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON October 25,
2019: The proxy statement for the annual meeting of stockholders will be made available to stockholders on the
Internet at www.generex.com/proxy and www.proxyvote.com.
Your
vote is very important. Whether or not you plan to attend the annual meeting of stockholders, we urge you to vote and to submit
your proxy over the Internet, by telephone or by mail. If you are a registered stockholder and attend the meeting, you may revoke
the proxy and vote your shares in person. If you hold your shares through a bank or broker and want to vote your shares in person
at the meeting, please contact your bank or broker to obtain a legal proxy.
By
order of the Board of Directors,
Joseph
Moscato
Joseph
Moscato, CEO, Generex
Item
1. Date, time and place information.
The Shareholders meeting will take place on Friday, October 25,
2019 at the Offices of Generex located at 10102 USA Today Way, Miramar, Florida 33025 at 10:00 AM EST.
If
you hold your shares in your own name as the stockholder of record, you have three options for voting and submitting your proxy
before the meeting:
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By
Internet — We encourage you to vote and submit your proxy over the Internet
at www.proxyvote.com.
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By
Telephone — You may vote and submit your proxy by calling 1-800-690-6903.
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By
Mail — If you received your proxy materials by mail, you may vote by completing,
signing and returning the enclosed proxy card.
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In
Person – you may attend the annual shareholder meeting in person.
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If
you are a street-name stockholder, (i.e. your shares are held in the name of your financial institution) you will receive instructions
from your bank, broker or other nominee describing how to vote your shares. Certain of these institutions offer telephone and
Internet voting. Please refer to the information forwarded by your bank, broker or other nominee to see which options are available
to you.
Item
2. Revocability of proxies.
You
may revoke your proxy at any time before the polls close at the meeting.
If
you are the record holder of your shares, you may change you vote by:
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•
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Signing
another proxy card with a later date and returning it to us prior to the meeting.
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Voting
again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on October
25, 2019.
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Attending
the meeting and notifying the election official that you wish to revoke your proxy and
vote in person.
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•
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Sending
a written notice to us that you are revoking your proxy. Notices may be sent to 10102
USA Today Way, Miramar, Florida 33025.
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If
your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker
or bank for revoking your proxy.
Item
3. Dissenters rights of appraisal.
There are no matters to be acted upon at the meeting for which shareholders
may have appraisal, or dissenters’ rights, under the Delaware General Corporations Law.
Item
4. Persons making the solicitation.
This proxy is being solicited upon the request of Generex Biotechnology Corporation, with management and Board
endorsement.
We have hired Alliance Advisors, LLC to assist us
in soliciting proxies in connection with the annual meeting. We will pay Alliance’s fees, which we expect to be approximately
$9,000, plus all expenses for such services. In addition, our directors, officers, and employees may solicit proxies by telephone,
e-mail, and in person, without additional compensation. Upon request, we will also reimburse brokerage houses and other custodians,
nominees, and fiduciaries for their reasonable out-of-pocket expenses for distributing proxy materials to stockholders. All costs
and expenses of any solicitation, including the cost of preparing this proxy statement and posting it on the Internet and mailing
the Notice of Internet Availability of Proxy Materials, will be borne by Generex.
Item
5. Interest of certain persons and matters to be acted upon.
The
Board and executive management of Generex are:
Name
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Position
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Joseph
Moscato
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Chief
Executive Officer, President, and Chairman of the Board
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Terry
Thompson
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Chief
Operating Officer
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Anthony
S. Crisci
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Chief
Legal Officer
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Anthony
J. Dolisi
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Chief
Commercial Officer
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Mark
Corrao
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Chief
Financial Officer
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richard
purcell
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Senior
Vice President of Research and Drug Development
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jason
terrell, md
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Chief
Medical and Scientific Officer
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Andrew
Ro
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Chief
Investment Officer, Director
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Dr.
Craig Eagle, MD
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Director
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Brian
T. McGee
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Director
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Dr.
James H. Anderson JR., MD
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Director
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Lawrence
Salvo
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Director
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Mark
J. Prioletti
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Director
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Omar
Gzouli
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Director
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None
of these individuals have any interest in the matters to be voted upon other than in their election as directors, if applicable.
Item
6. Voting Securities and Principal Holders Thereof.
As
of September 3, 2019, there was one outstanding class of shares, the common voting shares. There were 64,223,955 outstanding shares.
As of September 3, 2019, 20,375,900 shares are held of record by The Friends of Generex Trust, over which Mr. Moscato, our CEO
and Director, holds voting power. Mr. Moscato has indicated that all shares held by such Trust will be voted for the election
of directors and in favor of all proposals.
Item
7. Directors and executive officers.
The
following Directors are interested parties and standing for election for the respective terms:
Name
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Position
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Age
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Appointment
Date
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Term
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Joseph
Moscato
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CEO,
President and Chairman of the Board
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56
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November
21, 2017
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2019-2022
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Andrew
Ro
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Chief
Investment Officer, Director
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49
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November
21, 2017
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2017-2022
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Dr.
Craig Eagle, MD
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Director
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57
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November
21, 2017
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2019-2022
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Brian
T. McGee
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Director
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58
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November
21, 2017
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2019-2022
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Dr.
James H. Anderson Jr., MD
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Director
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69
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December
9, 2010
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2019-2022
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Lawrence
Salvo
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Director
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67
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November
21, 2017
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2019-2022
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Mark
J. Prioletti
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Director
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68
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April
8, 2019
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2019-2022
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Omar
Gzouli
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Director
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45
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April
8, 2019
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2019-2022
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Executive
officers who are not standing for election as directors are included in the table set forth under Item 5, above.
Curriculum
Vitae for Directors
Joseph
Moscato. Mr. Moscato serves as the Company’s Chief Executive Officer, President, and Chairman of the Board.
Mr.
Moscato has over 30 years of experience in healthcare, sales and marketing, distribution management, and finance. Mr. Moscato
brings his marketing and advertising acumen to drug discovery and diagnostic & treatment development and commercialization.
Since 2009, Mr. Moscato has been working as an exclusive consultant to the Company. Mr. Moscato has originated and negotiated
several licensing deals with the top biopharmaceutical companies; has advised on equity financings totaling over $300 million,
and has implemented the broad strategic vision for the Company. Mr. Moscato has worked and consulted for Pfizer in several
capacities from sales and marketing to new drug discovery & development for licensing. He has worked with other biopharmaceutical
companies such as GlaxoSmithKline, Johnson & Johnson, Parke-Davis, Amgen and others. Mr. Moscato has consulted for several
healthcare focused private equity, hedge funds and family offices.
Mr.
Moscato also owned several advertising and marketing agencies focused on media, entertainment, and healthcare with clients ranging
from Motorola, Chadmoore Wireless, Nextel, Cannon, Sharp, GlaxoSmithKline, Pfizer, and other biopharmaceutical companies.
Mr. Moscato’s agency was acquired by William Douglas McAdams, one of the largest independent healthcare advertising and
marketing agencies.
Andrew
Ro. Mr. Ro serves as the Company’s Chief Investment Officer and a Director.
Mr.
Ro has over 20 years’ experience in the financial markets ranging from trading global futures and equity markets, senior
secured debt, convertible securities, private investments in public equities (PIPEs) and investing. Mr. Ro was a Consultant and
Registered Representative with boutique investment and merchant banks where he consulted and advised US and international companies
on capital markets, operational, and regulatory issues as well as being involved in capital raising, mergers & acquisitions,
and strategic implementation. Mr. Ro was a Partner with an active Investment Fund where he was involved in originating, structuring,
negotiating and closing financing transactions providing growth capital, acquisition financing, recapitalization, restructuring
and general working capital to late-stage venture, distressed and middle market companies across all industries and sectors. Mr.
Ro originated and structured over $2 billion in total commitments and managed a portfolio of over $650 million in investments.
Mr. Ro graduated from George Mason University with a Bachelor in Science in Economics. He also held Series 3, Series 7, and Series
63 licenses.
Dr. Craig Eagle, MD. Dr. Eagle
serves as an independent Director.
Dr. Eagle is
currently the Vice President of Medical Affairs Oncology, Genentech where he oversees the medical programs across the oncology
portfolio. Prior to his current role, Dr Eagle worked at Pfizer in several positions including as the oncology business lead in
United Kingdom and Canada delivering significant business growth. Previously, Dr Eagle was the global lead for Oncology
Strategic Alliances and Partnerships based in New York at Pfizer Inc. and was involved in multiple deals on both the sell and
buy side. Dr Eagle started work in Pfizer New York as the global Head of the Oncology Therapeutic Area Global Medical and
Outcomes Group for Pfizer, including the US oncology business, in this role he oversaw an extensive
oncology clinical
trial program, health outcomes assessments and scientific collaborations with key global research organizations like the National
Cancer Institute (NCI), and EORTC. as part of this role Dr Eagle lead the worldwide development of several compounds including
celecoxib, aromasin, irinotecan, dalteparin and ozagomicin, Concurrently
Dr.
Eagle attended Medical School at the University of New South Wales, Sydney, Australia and received his general internist training
at Royal North Shore Hospital in Sydney. He completed his hemato-oncology and laboratory hematology training at Royal Prince Alfred
Hospital in Sydney. He was granted Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of
Pathologists Australasia (FRCPA). After his training, Dr. Eagle performed basic research at the Royal Prince of Wales hospital
to develop a new monoclonal antibody to inhibit platelets.
Brian
T. McGee. Mr. McGee serves as an independent Director.
Mr.
McGee has served as director of Generex since 2004. Mr. McGee has served as Chairman of the Generex Audit Committee and
a member of the Generex Compensation and Corporate Governance and Nominating Committees. Mr. McGee has been a partner of Zeifmans
LLP ("Zeifmans") since 1995. Mr. McGee began working at Zeifmans shortly after receiving a B.A. degree in Commerce from
the University of Toronto in 1985. Zeifmans is a Chartered Accounting firm based in Toronto, Ontario. A significant element of
Zeifmans’ business is public corporation accounting and auditing. Mr. McGee is a Chartered Accountant. Throughout his career,
Mr. McGee has focused on, among other areas, public corporation accounting and auditing. In 1992, Mr. McGee completed courses
focused on International Taxation and Corporation Reorganizations at the Canadian Institute of Chartered Accountants and in 2003,
Mr. McGee completed corporate governance courses on compensation and audit committees at Harvard Business School. In April 2004
Mr. McGee received his CPA designation from The American Institute of Certified Public Accountants. Mr. McGee has received a certificate
in International Financial Reporting Standards issued by The Institute of Chartered Accountants in England and Wales in 2010.
The Board believes that Mr. McGee’s knowledge and understanding of accounting and finance, his education and training in
accounting and corporate governance, and his extensive experience in the accounting industry.
Dr.
James H. Anderson, Jr., MD. Dr. Anderson serves as an independent Director.
Dr.
Anderson has served as Director of the Company since June 2011. Dr. Anderson has previously served as Chairman of the Corporate
Governance and Nominating Committee and a member of the Generex Compensation and Audit Committees, and has served on the Generex
Scientific Advisory Board since October, 2010. Dr. Anderson is a diabetologist and endocrinologist who has been in the pharmaceutical
industry for over 25 years. He is currently CEO and President of Symcopeia, a private drug discovery and development company focused
on new mechanisms of action for the treatment of diabetes mellitus, and diabetes related obesity and cardiovascular diseases.
Dr. Anderson also serves as medical director of PTS Diagnostics, a cardiometabolic medical device company. From 2005 to 2009,
Dr. Anderson served as Senior Medical Director for Diabetes and Cardiometabolic Medicine with Eli Lilly and Company and had medical
responsibility for diabetes and cardiometabolic drug development, and drove the clinical development, registration and launch
of two families of diabetes care products, Humulin® and Humalog. At Eli Lilly, Dr. Anderson contributed to the
inventions of the first recombinant DNA produced human insulin analog products, led multiple clinical drug development projects,
was responsible for 6 US NDAs and had clinical responsibility for all insulin products worldwide. Dr. Anderson is an elected Fellow
of the Faculty of Pharmaceutical Medicine of the Royal Colleges of Physicians of the UK, was a founding board member of the American
Association of Pharmaceutical Physicians and is a Fellow of the American College of Endocrinology. Dr. Anderson has been active
in the American Diabetes Association and is a member of the International Diabetes Federation, the European Association for the
Study of Diabetes, and the Endocrine Society. Dr. Anderson is a founding editorial board member of two journals for diabetes,
and serves on the editorial boards or as a reviewer for 5 other diabetes/endocrine journals. Dr. Anderson is a Clinical Associate
Professor of Medicine for the Division of Endocrinology and Metabolism at the Indiana University School of Medicine and was awarded
an M.D. from the LSU School of Medicine. Dr. Anderson attained the rank of Lieutenant Colonel in the US Army Medical Corps and
during his military career, he served as the Chairman, Department of Clinical Investigation at the Army’s largest healthcare
center, and Chief of the Medical Division of the US Army Medical Research Institute for Infectious Diseases. The Board believes
that Dr. Anderson’s extensive experience in the pharmaceutical industry, his experience in the diabetes and endocrinology
fields, combined with his business experience and judgment, provide our Board with valuable scientific and operational expertise.
Lawrence
Salvo. Mr. Salvo served as Generex Executive VP of Diagnostics and President of Hema Diagnostic Systems until March 2017,
and therefore is not independent.
Mr.
Salvo has over 20 years of experience in the design and development of rapid medical diagnostic tests for infectious diseases
and over 30 years has successfully been directly involved in the management of international distribution and sales including
high technology areas in electro-optics and other technical design applications. During that time, Mr. Salvo has developed and
maintained substantial and long-term relationships within the People’s Republic of China as well as throughout South and
Central America and into the African Continent. His experience includes direct interaction with such international organizations
as the WHO, the Global Fund, USAID, the European Union and with multiple supply-chain management groups and multiple NGO’s.
Mr. Salvo has been the primary force behind the concept of the design and development of the patented delivery systems of Hema
Diagnostic Systems, which are incorporated into many of the current and future RDT’s for various infectious diseases as
well as detection applications. These delivery systems continue to evolve and expand the application of rapid testing and are
configured for human and veterinary uses.
Mr.
Salvo is the founder of Hema Diagnostic Systems which grew out of the predecessor company, International Diagnostics and Medical
Supply and has also been directly responsible for all international negotiations. Since leaving Hema Diagnostic Systems, Mr. Salvo
has engaged in consulting activities. Mr. Salvo brings the full weight of his international experience, development and design
expertise along with his substantial knowledge of the international RDT markets acquired from throughout the world. He is
a graduate from St. Vincent de Paul Major Seminary, Boynton Beach, Florida
Mark
J. Prioletti. Mr. Prioletti serves as an independent Director.
He
is a highly experienced marketing and business professional with over 35 years of success in the wireless communications industry
for government, enterprise, and consumer segments in both the US and International markets. Mr. Prioletti had a distinguished
career at Motorola, leading Channel Marketing & Sales, New Program Development, Partnership and Alliance Development to vastly
expand the Motorola sales operations, which continually generated profitable revenue and growth for both emerging markets and
mature businesses. With exceptionally strong skills in marketing strategy and sales operation, Mr. Prioletti adds valuable expertise
to the Board of Directors.
Omar
Gzouli. Mr. Gzouli serves as an indedepndent Director.
Omar Gzouli currently is a Partner and portfolio manager
at a London based alternatives investments manager, and prior to that was a Managing Director at another investment bank in London.
Generex feels Mr. Gzouli’s experience in financing would be a value added benefit to Generex in financing, and Mr. Gzouli
is independent.
Generex
Biotechnology Corporation (www.generex.com) (OTCQB:GNBT) (http://www.otcmarkets.com/stock/GNBT/quote) is proud to announce the
appointment of Omar Gzouli to the Board of Directors as a non-executive member. Mr. Gzouli is a global Finance Executive with
a distinguished Investment Banking career in New York and London. Currently, he is a Partner and Portfolio Manager at a London,
UK based alternatives investments firm. Previously, Mr. Gzouli was a Managing Director in Equity Derivatives at Barclays Investment
Bank, London, UK where he was Global Head of Trading for the Equity and Funds Structured markets unit. In his time at Barclays,
he was also Head of Equity Financing for Europe and Asia. Mr. Gzouli started his Investment Banking career at Lehman Brothers
in New York, NY where he became a Managing Director on the U.S. Equity Structured Products Desk, leading the Trading team. Mr.
Gzouli earned a Diplome d'Ingénieur in Applied Mathematics from Ecole Centrale Paris. He received his Masters of Science
degree in Operations Research from the MIT Sloan School of Management.
Item
8. Compensation of directors and executive officers.
In
fiscal 2017 and fiscal 2018, due to limited resources, we only paid a small amount of bonus compensation to certain executive
officers, in no way reflective of market rates or value of services.
SUMMARY COMPENSATION
TABLE
|
Name & Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock Awards
|
|
Option Awards
|
|
Non-Equity Incentive Plan Compensation
|
|
Non-Qualified Deferred Compensation Earnings
|
|
All Other Compensation
|
|
Total
|
Joseph Moscato, CEO, President and Chairman of the
Board
|
|
|
2016-2017
|
|
|
|
—
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
50,000
|
|
|
|
|
2017-2018
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
|
|
2018-2019
|
|
|
|
|
|
|
$
|
103,144
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
103,144
|
|
Terry Thompson, COO
|
|
|
2016-2017
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2017-2018
|
|
|
|
—
|
|
|
$
|
10,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
10,000
|
|
|
|
|
2018-2019
|
|
|
|
|
|
|
$
|
42,500
|
|
|
|
—
|
|
|
$
|
1,502,325
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1,544,825
|
|
Anthony S. Crisci, CLO
|
|
|
2016-2017
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2017-2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2018-2019
|
|
|
|
|
|
|
$
|
30,000
|
|
|
|
—
|
|
|
$
|
792,039
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
822,039
|
|
Mark Corrao CFO
|
|
|
2016-2017
|
|
|
|
—
|
|
|
$
|
10,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
10,000
|
|
|
|
|
2017-2018
|
|
|
|
—
|
|
|
$
|
40,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
40,000
|
|
|
|
|
2018-2019
|
|
|
|
—
|
|
|
$
|
27,540
|
|
|
|
—
|
|
|
$
|
9,892
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
37,432
|
|
Anthony J. Dolisi, Chief Commercial Officer
|
|
|
2016-2017
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2017-2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2018-2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
819,825
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
819,825
|
|
OUTSTANDING EQUITY AWARDS AT JULY 31, 2019
|
OPTION AWARDS
|
|
|
|
STOCK AWARDS
|
Name
|
|
|
Number of Securities Underlying Unexercised Options
(#) Exercisable
|
|
|
|
Number of Securities Underlying Unexercised Options
(#) Unexercisable
|
|
|
|
Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
|
|
Option Exercise Price
($)
|
|
|
|
Option Expiration Date
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
|
|
Equity Incentive Plane Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Joseph Moscato
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Terry Thompson
|
|
|
140,000
|
|
|
|
280,000
|
|
|
|
—
|
|
|
$
|
0.11
|
|
|
|
10/3/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
859,375
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.64
|
|
|
|
11/1/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
250,000
|
|
|
|
500,000
|
|
|
|
—
|
|
|
$
|
0.78
|
|
|
|
12/12/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
350,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1.02
|
|
|
|
5/30/2024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Anthony S. Crisci
|
|
|
24,500
|
|
|
|
49,000
|
|
|
|
—
|
|
|
$
|
0.11
|
|
|
|
10/3/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
468,750
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.64
|
|
|
|
11/1/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
100,000
|
|
|
|
200,000
|
|
|
|
—
|
|
|
$
|
0.78
|
|
|
|
12/12/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
262,500
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1.02
|
|
|
|
5/30/2024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Mark Corrao
|
|
|
31,500
|
|
|
|
63,000
|
|
|
|
—
|
|
|
$
|
0.11
|
|
|
|
10/3/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Anthony J. Dolisi
|
|
|
315,000
|
|
|
|
710,000
|
|
|
|
—
|
|
|
$
|
1.02
|
|
|
|
5/30/2024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
500,000
|
|
|
|
|
|
|
|
—
|
|
|
$
|
1.02
|
|
|
|
5/30/2024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
None
of our officers exercised options in the fiscal year ended July 31, 2019.
Compensation
Committee Report
The
full Board of Directors of Generex Biotechnology Corporation performing the functions of the Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the full Board of Directors commended and determined that the Compensation Discussion and Analysis
be included in Generex’s Annual Report on Form 10-K for the year ended July 31, 2018 and in the proxy statement for the
2017 annual meeting.
DIRECTOR
COMPENSATION
|
Name
|
Fees
Earned
or
Paid
in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
Andrew
Ro
|
$22,000
|
-
|
$2,198
|
-
|
-
|
-
|
$24,198
|
Dr.
Gary Lyman
|
-
|
-
|
$2,198
|
-
|
-
|
-
|
$2,198
|
Dr.
Craig Eagle
|
-
|
-
|
$2,198
|
-
|
-
|
-
|
$2,198
|
Brian
McGee
|
-
|
-
|
$2,198
|
-
|
-
|
-
|
$2,198
|
Joseph
Moscato
|
$103,144
|
-
|
-
|
-
|
-
|
-
|
$103,144
|
Lawrence
Salvo
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Mark
Prioletti
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Omar
Gzouli
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Item
9. Independent public accountants.
Generex
is requesting the shareholders ratify the appointment of Mazars USA, LLP as independent auditors for the fiscal year ended July
31, 2019. MNP LLP ("MNP") served as our independent auditors since June 1, 2013, and resigned on May 6, 2019.
Auditors
|
Years
|
Audit
Fees
|
Audit
Related Fees
|
Tax
Fees
|
All
Other Fees
|
Mazars
USA, LLP
|
2018-2019
|
$255,000
|
-
|
-
|
-
|
MNP,
LLP
|
2018-2019
2017-2018
|
-
$161,175
|
127,573
-
|
-
$11,390
|
-
-
|
MNP’s
reports on our financial statements for the fiscal years ended July 31, 2018 and July 31, 2017 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except
that MNP’s reports on our financial statements for the fiscal years ended July 31, 2018 and July 31, 2017 did contain an
explanatory paragraph regarding their substantial doubt as to our ability to continue as a going concern, and the lack of any
adjustments to the financial statements that might result from that circumstance.
During
our past two fiscal years and the interim period through May 6, 2019, we had no disagreements with MNP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to MNP’s
satisfaction, would have caused MNP to make reference to the subject matter of the disagreement in connection with its report.
During
our past two fiscal years and the interim period through May 6, 2019 MNP did not advise us of any of the matters specified in
Item 304(a)(v) of Regulation S-K, except as follows:
MNP
advised management of material weaknesses in internal controls during its review of our financial statements for the fiscal quarter
ended January 31, 2019. The internal control deficiencies were disclosed and detailed in Part 1, Item 4 of our 10-Q/A for
that period, filed April 16, 2019. MNP discussed these issues with the Chairman of our Audit Committee. Generex has authorized
MNP to respond fully to the inquiries of any successor accountant retained by Generex regarding these issues.
Generex
has provided MNP a copy of the form 8-K and stating and requested MNP provide a letter to the Commission stating whether MNP
agrees or disagrees with the statements contained herein.
During
our fiscal years ended July 31, 2018 and July 31, 2017, and the interim period through May 31, 2019, we have had no consultations
with Mazars concerning: (a) the application of accounting principles to a specific transaction or the type of opinion that might
be rendered on our financial statements as to which we received a written report or oral advice that was an important factor in
reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement
or reportable event, as defined in Item 304(a)(1)(iv) of Regulation S-K.
The
appointment of Mazars as independent public accountants was approved by the Board of Directors and audit committee of Generex
Biotechnology Corporation.
Item
10. Compensation plans.
2017
Stock Compensation PLan
|
Name
and Position
|
Dollar
Value
|
Number
of Units
|
Joseph
Moscato, CEO
|
-
|
-
|
Terry
Thompson, COO
|
$1,502,325
|
2,379,375
|
Anthony
S. CriscI, CLO
|
$792,039
|
1,104,750
|
Mark
Corrao, CFO
|
-
|
-
|
ANTHONY
DOLISI, CCO
|
$819,825
|
815,000
|
richard
Purcell, SVP R&D
|
|
|
Executive
Group
|
$3,124,081
|
4,393,625
|
Non-Executive
Directors
|
$12,090
|
115,500
|
Non-Executive
Officer Employee Group
|
$3,854,048
|
5,467,000
|
(1) Mark
Corrao has 95,000 valued at $9,892 which are included in “Executive Group”
(2) Richard
Purcell has 369,500 valued at $268,234 which are included in “Non-executive Officer Employee Group”
(3) 253,500
options of non-executive directors valued at $75,843 are included in “Non-executive Officer Employee Group.” There
are a total of 369,000 options outstanding with a dollar value of $87,933.
(4) Including
the notes above, an additional 1,868,500 have been subsequently forfeited due to employee terminations, leaving a total of 2,535,000
options outstanding valued at $2,523,972 in the “Non-executive Officer Employee Group”
2006
Stock Compensation PLan
|
Name
and Position
|
Dollar
Value
|
Number
of Units
|
Joseph
Moscato, CEO
|
-
|
-
|
Terry
Thompson, COO
|
-
|
-
|
Anthony
CriscI, CLO
|
-
|
-
|
Mark
Corrao, CFO
|
-
|
-
|
richard
purcell, SVP R&D
|
-
|
-
|
Executive
Group
|
-
|
-
|
Non-Executive
Directors
|
$66,232
|
2,332
|
Non-Executive
Officer Employee Group
|
$495,481
|
16,231
|
(1) 232
options were forfeited during the year leaving a total of 2,100 options outstanding valued at $64,000
(2) 6,718
options were forfeited during the year leaving a total of 9,450 options outstanding valued at $288,000
2001
Stock Option Plan – all stock and options under the 2001 stock option have been exercised or expired.
Item 11.
Authorization or issuance of securities otherwise than for exchange.
None
Item
12. Modification or exchange of securities.
No
Securities are being Modified or exchanged pursuant to this annual vote.
Item
13. Financial and other information.
The
Company’s filings on EDGAR are hereby incorporated into this DEF 14A by reference, specifically the Company’s 10-K,
the annual report, for the fiscal year ended July 31, 2018 filed on October 26, 2018, the Company’s 10-Q, the first quarterly
report, for the period ended October 31, 2018, filed on December 24, 2018, the Company’s 10-Q, the second quarterly report,
for the period ended January 31, 2019, and the Company’s 10-Q, the Company’s third quarterly report, for the period
ended April 30, 2019, can be found on EDGAR at www.sec.gov.
Item
14. Mergers, consolidations, acquisitions and similar matters.
No
merger, consolidation, acquisitions, or similar matters are being voted upon.
Item
15. Acquisition or Disposition of Property.
Generex had issued a dividend of Antigen Express, Inc. d/b/a NuGenerex
Immuno-Oncology to its shareholders in the amount of 1 share of Antigen Express, Inc. for every 4 shares of Generex common stock
in February 2019. While this is not a disposition of one of its subsidiaries as Generex maintains majority control, it should be
noted for full disclosure that Generex diluted its interest in Antigen to the benefit of Generex’s shareholders.
Item
16. Restatement of accounts.
No
restatement of any accounts are being sought, disclosed, or ratified at this time.
Item
17. Action with respect to reports.
No
actions or vote are scheduled to be taken with respect to any report concerning the Company’s directors, officers or committees
or any minutes of a meeting of its security holders
Item
18. Matters not required to be submitted.
No
actions or votes are scheduled to be taken with respect to any matter not required to be voted upon.
Item
19. Amendment of character, bylaws, or other documents.
No
amendment of the character of any articles of incorporation, charter, bylaws, or other governing documents are being sought at
this time.
Item
20. Other Proposed Actions.
No
actions or votes are scheduled to be taken that are not specifically referred to in this 14A proxy statement.
Item
21. Voting Procedures.
Why
am I being furnished this Proxy Statement?
This
Proxy Statement is provided to the stockholders of Generex in connection with the solicitation by our Board of Directors of proxies
for use at our annual meeting of stockholders to be held October 25, 2019 at 10:00 a.m. (EST), at 10102 USA Today Way, Miramar,
Florida 33025, and any adjournments or postponements thereof.
What
are the items of business for the meeting?
The
items of business for the meeting are as follows:
|
1.
|
To
elect eight (8) directors to a three (3) year term;
|
|
2.
|
To
ratify the appointment of Mazars USA, LLP independent public accountants for the year
ending July 31, 2019; and
|
|
3.
|
To
approve the adjournment of the annual meeting, if necessary, to achieve quorum and/or
solicit additional proxies to vote in favor of the proposals set forth in the election
of Directors.
|
Note
- To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.
Who
is soliciting my proxy?
The
Board of Directors is soliciting your proxy in order to provide you with an opportunity to vote on all matters scheduled to come
before the meeting whether or not you attend the meeting in person.
What
if I received in the mail a Notice of Internet Availability of Proxy Materials?
In
accordance with rules adopted by the Securities and Exchange Commission (SEC), we are providing access to our proxy materials
over the Internet. Accordingly, on or about September 13, 019, we are mailing to our record and beneficial stockholders a Notice
of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials over the Internet.
If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of our proxy materials
by mail unless you request one. You may request a printed copy of our proxy materials for the Annual Meeting. If you wish to receive
a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice
of Internet Availability of Proxy Materials.
Who
is entitled to vote?
You
may vote if you owned shares of Generex’s common stock as of the close of business on September 3, 2019, which is the record
date. You are entitled to one vote for each share of common stock that you own. As of September 6, 2019, there was one outstanding
class of shares, the common voting shares. There were 64,223,955 outstanding shares, making an affirmative vote of 32,111,977
+1.
How
do I vote before the meeting?
If
you hold your shares in your own name as the stockholder of record, you have three options for voting and submitting your proxy
before the meeting:
|
•
|
By
Internet — We encourage you to vote and submit your proxy over the Internet
at www.proxyvote.com.
|
|
•
|
By
Telephone — You may vote and submit your proxy by calling 1-800-690-6903.
|
|
•
|
By
Mail — If you received your proxy materials by mail, you may vote by completing,
signing and returning the enclosed proxy card.
|
If
you are a street-name stockholder, you will receive instructions from your bank, broker or other nominee describing how to vote
your shares. Certain of these institutions offer telephone and Internet voting. Please refer to the information forwarded by your
bank, broker or other nominee to see which options are available to you.
We
provide Internet and telephone proxy voting to allow you to vote your shares on-line or by telephone, with procedures designed
to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs
associated with your Internet or telephone access, such as usage charges from Internet access providers and telephone companies.
What
shares can I vote?
You
may vote all shares owned by you as of the close of business on September 3, 2019, the record date. These shares include:
|
•
|
Shares
held directly in your name as the stockholder of record; and
|
|
•
|
Shares
of which you are the beneficial owner but not the stockholder of record (typically referred
to as being held in “street name”). These are shares that are held for you
through a broker, trustee or other nominee such as a bank.
|
May
I vote at the meeting?
You
may vote your shares at the meeting if you attend in person. If you hold your shares through an account with a bank or broker,
you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Even if you plan to attend the meeting,
we encourage you to vote your shares by proxy over the Internet, by telephone or by mail.
How
do I revoke my proxy?
You
may revoke your proxy at any time before the polls close at the meeting.
If
you are the record holder of your shares, you may change you vote by:
|
•
|
Signing
another proxy card with a later date and returning it to us prior to the meeting.
|
|
•
|
Voting
again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on October
24, 2019.
|
|
•
|
Attending
the meeting and notifying the election official that you wish to revoke your proxy and
vote in person.
|
|
•
|
Sending
a written notice to us that you are revoking your proxy. Notices may be sent to 10102
USA Today Way, Miramar, Florida 33025.
|
If
your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker
or bank for revoking your proxy.
Will
my shares be voted if I do not return my proxy?
If your shares are registered directly in your name, your
shares will not be voted if you do not vote over the Internet, vote by telephone, return your proxy, or vote by ballot at the annual
meeting.
If your shares are held in “street name,” your
brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have
authority to vote customers’ un-voted shares on some routine matters. It is possible that brokers will not have discretionary
voting authority with respect to certain items; in which case, if you do not instruct your broker how to vote with respect
to non-routine items, your broker may not vote with respect to those matters. We encourage you to provide voting instructions
to your brokerage firm by giving your proxy. This ensures your shares will be voted at the Annual Meeting according to your instructions.
You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive this Proxy
Statement.
What
if I return my proxy card but do not provide voting instructions?
If
you are a stockholder of record and you do not specify your vote on each proposal individually when submitting a proxy via the
Internet or by telephone, or if you sign and return a proxy card without giving specific voting instructions, your shares will
be voted as follows:
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1.
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To
elect eight (8) directors to a three (3) year term as previously mentioned;
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2.
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To
ratify the appointment of Mazars USA, LLP independent public accountants for the year
ending July 31, 2019;
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3.
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To
approve the adjournment of the annual meeting, if necessary, to achieve quorum and/or
solicit additional proxies to vote in favor of the proposals set forth in the election
of directors (Item #1);
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•
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NOTE:
To conduct any other business as may properly come before the annual meeting or any adjournment
or postponement thereof.
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If
you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the
broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has
the discretionary authority to vote on the particular matter.
What
does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or one proxy card?
Your
shares are probably registered in more than one account. You should vote all of your shares. We encourage you to consolidate all
of your accounts by registering them in the same name, social security number and address. For assistance consolidating accounts
where you are the stockholder of record, you may contact our transfer agent, Broadridge Financial Solutions, at 1-800-733-1121.
May
stockholders ask questions at the meeting?
Yes.
Generex representatives will answer stockholders’ questions of general interest at the end of the meeting.
How
many votes must be present to hold the meeting?
Generally,
in order for us to conduct our meeting, a majority of our outstanding shares of common stock as of September 3, 2019 must be present
in person or by proxy at the meeting. This is referred to as a quorum. If a quorum is not present, we expect that the annual meeting
will be adjourned until we obtain a quorum. Under our By-laws, the holders of a majority of the voting rights for a particular
proposal must be present at the meeting for a quorum to exist as to that proposal.
Your
shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by
mail. Shares voted by banks or brokers on behalf of beneficial owners are also counted as present at the meeting. In addition,
abstentions and broker non-votes will be counted for purposes of establishing a quorum with respect to any matter properly brought
before the meeting. Broker non-votes occur on a matter when a bank or broker is not permitted under applicable rules and regulations
to vote on a matter without instruction from the beneficial owner of the underlying shares and no instruction has been given.
How
many votes are needed for each proposal and how are the votes counted?
The
standard for voting is as follows:
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•
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Directors
– Directors shall be elected by a plurality (a majority of votes
eligible to vote) of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors;
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•
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All
other matters – In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by proxy
at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;
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•
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Abstentions
and Broker Non-votes – In director elections, abstentions and broker
non-votes will not have an impact under a plurality standard or the typical majority
vote standard. In non-director elections, abstentions have the effect of a vote against
(because they are present and entitled to vote), while broker non-votes do not have an
impact (because they are not entitled to vote on non-routine items).
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•
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Quorum
- The presence of the owners of a majority of the shares eligible to vote at
the Annual Meeting is required in order to hold the Annual Meeting and conduct business.
Presence may be in person or by proxy. You will be considered part of the quorum if you
voted by telephone, via the Internet or by properly submitting a proxy card or voting
instruction form by mail, or if you are present and vote at the Annual Meeting. Under
the General Corporation Law of the State of Delaware, at the Annual Meeting, both the
shares associated with withhold votes, abstentions and broker non-votes will
be counted as present and entitled to vote and therefore, will count for purposes of
determining whether a quorum is present at the Annual Meeting. However, in a contested
election, there will be no broker non-votes, and shares for which
beneficial owners have not provided voting instructions to their banks or brokers will
NOT count for purposes of calculating whether a quorum is present.
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How
will proxies be voted on other items or matters that properly come before the meeting?
If
any other items or matters properly come before the meeting, the proxies received will be voted on those items or matters in accordance
with the discretion of the proxy holders.
Is
Generex aware of any other item of business that will be presented at the meeting?
The
Board of Directors does not intend to present, and does not have any reason to believe that others will present, any item of business
at the annual meeting other than those specifically set forth in the notice of the meeting. However, if other matters are properly
brought before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote all proxies in accordance
with their best judgment.
Who
can answer any questions I may have about the annual meeting of stockholders and voting my shares?
Shareholders
may contact Broadridge, Generex's transfer agent for the annual meeting of stockholders, toll-free at (800) 733-1121.
Where
do I find the voting results of the annual meeting?
We
will report the voting results in a current report on Form 8-K within four business days after the end of the annual meeting.
Who
bears the costs of soliciting these proxies?
The
Company has bore the cost of this proxy solicitation.
Item 22.
Information required in investment company proxy statement.
Not
applicable.
Item
23. Delivery of documents to security holders sharing an address.
Only
proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, is being delivered to multiple security
holders sharing an address unless the registrant has received contrary instructions from one or more of the security holders prior
to the transmittal of this proxy statement.
The
Company shall deliver promptly, upon written or oral request, a separate copy of the annual report to security holders, proxy
statement, or Notice of Internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which
a single copy of the documents was delivered and provide instructions as to how a security holder can notify the Company that
the security holder wishes to receive a separate copy of an annual report to security holders, proxy statement, or Notice of Internet
Availability of Proxy Materials, as applicable.
The
Company’s address is 10102 USA Today Way, Miramar, Florida 33025, (416) 364-2551, and if you are a shareholder wishing to
receive a separate copy of the proxy materials, please mail or phone the Company and the Company will mail you a separate copy
of the proxy materials.
Item
24. Shareholder Approval of Executive Compensation.
The
Company is not requesting approval of executive compensation at this time.
Item
25. Exhibits.