Current Report Filing (8-k)
February 02 2021 - 4:02PM
Edgar (US Regulatory)
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): February 1, 2021
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
of registrant as specified in its charter)
DELAWARE
|
000-29169
|
98-0178636
|
State or other jurisdiction
of incorporation
|
Commission
File Number
|
IRS
Employer Identification No.
|
10102
USA Today Way, Miramar, Florida 33025
(Address of principal executive offices) (Zip Code)
(416)
364-2551
(Registrant’s
telephone number, including area code)
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
N/A
|
N/A
|
N/A
|
Item
8.01 Other Events.
On
February 1, 2021, Generex Biotechnology Corporation (“GNBT”) and its
majority owned public company NuGenerex Immuno-Oncology, Inc. (“NGIO”), agreed to l exchange three hundred million
(300,000,000) of its NGIO common shares for one hundred thousand (100,000) shares of NGIO Series A Super Voting Preferred Stock
(“NGIO Preferred Stock”). The NGIO Preferred Stock entitles the holder thereof to 3,000 votes per share, which vote
along with the common stockholders on all matters put before the NGIO common stockholders. The NGIO Preferred stock have no dividend,
liquidation or conversion rights and are not subject to redemption. As a result of the share cancellation described above, NGIO
has 100,300,000 shares of common stock outstanding of which GNBT owns 64,153,151 shares.
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.
Exhibit No.
|
Description
|
99.1
|
GNBT Instruction Letter to transfer agent, Securities
Transfer Corporation signed February 1, 2021
|
SIGNATURE
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.
Date:
February 2, 2021
GENEREX
BIOTECHNOLOGY CORPORATION
/s/Joseph
Moscato
By:
Joseph Moscato, CEO, President
GENEREX
BIOTECHNOLOGY CORPORATION
February
1, 2020
Securities Transfer Corporation
2901 N. Dallas Parkway, Suite 380
Plano, Texas 75093
RE: Transfer Agent Instructions
Ladies and Gentlemen:
We hereby request that you immediately
retire three hundred million (300,000,000) shares that we hold in our subsidiary, NuGenerex Immuno-Oncology, Inc.
Very truly yours,
GENEREX BIOTECHNOLOGY CORPORATION
By:/s/ Joeseph Moscato
Name: Joseph Moscato
Title: CEO