GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders
On March 14, 2017, Generex Biotechnology Corporation (referred to
as the Company or Generex) effected a reverse stock split of its
shares of common stock, par value $.001 per share at a ratio of
1-for-1000. The common stock began trading in the over the
counter market on a reverse stock split-adjusted basis at the
open of the market on March 14, 2017.
There was no change in the Companys ticker symbol, GNBT, as a
result of the reverse Stock split. In connection with the reverse
stock split, the CUSIP number for the common stock has been
changed to 371485301.
The reverse stock split was previously authorized at a meeting of
the Companys stockholders on August 19, 2015 and the Companys
Board of Directors approved the ratio on December 27, 2016. The
requisite Certificate of Amendment to the Companys Restated
Certificate of Incorporation was filed with the Delaware
Secretary of State on December 30, 2016 (subject to approval by
the Financial Industry Regulatory Authority (FINRA)). The
Certificate of Amendment reduced the number of authorized shares
of common stock from 2,450,000,000 to 2,450,000. While the
amendment to the restated Certificate of Incorporation was filed
on December 30, 2016, the reverse stock split could not be
effected until the Company received approval from FINRA, which
the Company has received.
As a result of the reverse stock split, the Companys issued and
outstanding shares of common stock will decrease to approximately
1,200,000 post-split shares (prior to effecting the rounding of
fractional shares into whole shares as described below) from
approximately 1,200,000,000 pre-split shares. As a result of the
reverse stock split, the total number of shares of common stock
held by each stockholder will be converted automatically into the
number of whole shares of common stock equal to (i) the number of
shares of common stock held by such stockholder immediately prior
to the reverse stock split, divided by (ii) 1,000.
No fractional shares will be issued, and no cash or other
consideration will be paid. Instead, the Company will issue one
whole share of the post-split common stock to any shareholder of
record who otherwise would have received a fractional share as a
result of the reverse stock split.
The number of authorized shares of preferred stock under the
Restated Certificate of Incorporation was not changed, and
remains at 1,000,000 shares.
The Company has retained Broadridge Corporate Issuer Solutions,
Inc. to act as exchange agent for the reverse stock split.
Broadridge will manage the exchange of pre-reverse stock split
shares for post-reverse stock split shares. Stockholders will
receive a letter of transmittal providing instructions for the
exchange of their shares. Stockholders who hold their shares in
street name will be contacted by their banks or brokers with any
instructions. For further information, stockholders and
securities brokers should contact Broadridge at (800) 733-1121.
All options, warrants, and convertible securities of the Company
outstanding immediately prior to the reverse stock split will be
appropriately adjusted. In general, the reverse stock split
effected a reduction in the number of shares subject to such
outstanding stock options and warrants proportional to the
exchange ratio of the reverse stock split (rounded down to the
nearest whole share) and effected a proportionate increase in the
exercise price of such outstanding options and warrants.
On March 14, 2017, the Company issued a press release regarding
the reverse stock split. A copy of the press release is attached
as Exhibit 99.1 hereto and incorporated herein by reference.
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.
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 down -0.45 at 3.95 with 11,467 shares trading hands.
