GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Item 1.02. Termination of a material Definitive
Agreement
Item 3.02. Unregistered Sales of Equity
Securities.
Cancellation of Investment Tranches under Securities
Purchase Agreement
As reported in our Current Report on Form 8-K, dated March 28,
2017, Generex Biotechnology Corporation (the Company) entered
into a securities purchase agreement with an investor to which
the Company agreed to sell an aggregate of 109,000 shares of its
newly designated non-voting Series H Convertible Preferred Stock
(Series H Preferred Stock) and 6,000 shares of its newly
designated Series I Convertible Preferred Stock (Series I
Preferred Stock). On that date, the Company issued 3,000 shares
of Series H Preferred Stock for a purchase price of $3,000,000.
Sale of the Series I Preferred Stock and subsequent tranches of
Series H Preferred Stock were to take place on dates specified in
the Securities Purchase Agreement. The closing for the sale of
Series I Preferred Stock was scheduled to take place on April 17,
2017. The Purchaser failed to close that sale, despite the
Company being ready, willing and able to proceed. Under the
Securities Purchase Agreement, in the event the Purchaser failed
to purchase 100% of the shares of Preferred Stock at any given
Closing, the Purchaser lost its rights to purchase any other
Preferred Stock under the Agreement. Our management made the
determination that it was in the Companys best interest to
terminate the Purchasers rights and on April 23, 2017 the Company
notified the Purchaser in writing that its rights to purchase
additional shares were forfeit.
Conversion of Debt to Officers into Series I
Preferred Stock
As previous reported, Joseph Moscato, the Companys President CEO
and a Director, and Lawrence Salvo, the Companys Senior
Vice-President Diagnostics and a Director, made personal
unsecured cash advances to Company to permit it to pay the
initial $500,000 deposit to Emmaus Life Sciences, Inc. under our
Letter of Intent with Emmaus. Mr. Salvo and Mr. Moscato have made
other advances to permit the Company to pay certain third party
expenses in connection with the implementation of the Companys
repurposed business plan, including legal, accounting, transfer
agent, Edgarization, and press release fees.
On April 26, 2017, our Board of Directors determined it
appropriate to retire the Companys indebtedness to Messrs.
Moscato and Salvo by applying a 20% original issue discount to
the aggregate amounts thereof and issuing shares of our Series I
Convertible Preferred Stock in full and final satisfaction
thereof. The Board considered the 20% original issue discount a
reasonable term as it is the same as original issue discount
negotiated at arms length with Alpha Capital Anstalt in respect
of the promissory note issued by the Company to Alpha on March 6,
2017. The 20% original issue discount means that the actual funds
advanced by Messrs. Moscato and Salva were 80% of the debt
recognized and converted into Series I Preferred Stock. Following
the Boards decision, we issued the following shares:
| a. |
391 shares of Series I Preferred Stock to Mr. Moscato to retire indebtedness of $390,983.52; and |
| b. |
399 shares of Series I Preferred Stock to Mr. Salvo to retire indebtedness of $399,363.22. |
The $1,000 per share conversion ratio was based on the $1,000 per
share cash price under the Securities Purchase Agreement.
Certain provisions of the Securities Purchase Agreement for the
benefit of the purchasers will not apply to Messrs. Salvo and
Moscato, including restrictions on the Companys sale of equity
securities and restrictions on the Companys conduct of business.
The Series I Preferred Stock issued to Mr. Salvo and Mr. Moscato
will have the special one-time voting right exercisable at the
next meeting of the Companys stockholders..
Item 5.02 Departure of a Director
On April 12, 2017, Dr. Yutaka Niihara, Chairman and CEO of
Emmaus, resigned from the Companys Board of Directors. Both
Emmaus and the Company considered it to be in their mutual best
interest for Dr. Niihara to remove himself from the Companys
Board until the transactions between the Company and Emmaus under
the Letter of Intent are complete in order to avoid an active
conflict of interest.
About GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT)
Generex Biotechnology Corporation is a development-stage company. The Company is engaged primarily in the research and development of drug delivery systems and technologies. The Company is focused on its technology for the administration of formulations of large molecule drugs to the oral (buccal) cavity using a hand-held aerosol applicator. Its buccal delivery technology is a platform technology that has application to various large molecule drugs and provides a non-invasive way to administer such drugs. The Company focuses its development efforts on Generex Oral-lyn, an insulin formulation administered as a fine spray into the oral cavity using its hand-held aerosol spray applicator known as RapidMist. Its subsidiary, Antigen Express, Inc., focuses on developing vaccine formulations that work by stimulating the immune system to either attack offending agents, such as cancer cells, bacteria and viruses, or to stop attacking benign elements, such as self proteins and allergens. GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) Recent Trading Information
GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) closed its last trading session up +0.12 at 4.66 with 3,175 shares trading hands.