Delaware
|
98-0178636
|
(State
or other jurisdiction
of
|
(IRS
Employer Identification
No.)
|
incorporation
or
organization)
|
Title
of Each
Class
of Securities To
Be
Registered*
|
Amount
To Be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share
(2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
Common
Stock
$.001
par value
|
5,236,821
|
$1.13(3)
|
$5,917,608
|
$633.18
|
Common
Stock
$.001
par value, issuable upon exercise or conversion of outstanding
securities
and rights
|
24,274,288
|
$1.13(3)
|
$27,429,945
|
$2,935.00
|
Totals
|
29,511,109
|
$33,347,553
|
$3,568.18
|
(1)
|
These
shares include outstanding shares of common stock and shares issuable
upon
the exercise of debentures, warrants and additional investment
rights to
purchase shares of our common stock and are registered for resale.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457 under the Securities Act of 1933, as
amended.
|
(3)
|
Based
on the average of the high and low prices of our common stock
reported on
the NASDAQ Capital Market for January 24,
2006.
|
· |
24,274,288
of these shares are issuable upon conversion or exercise, as applicable,
of outstanding debentures and warrants, and in connection with additional
investment rights.
|
· |
5,236,821
of these shares are currently outstanding and held by selling
stockholders.
|
PROSPECTUS
SUMMARY
|
1
|
RISK
FACTORS
|
2
|
NOTE
ABOUT FORWARD-LOOKING STATEMENTS
|
9
|
AVAILABILITY
OF ADDITIONAL INFORMATION
|
10
|
USE
OF PROCEEDS
|
11
|
SELLING
STOCKHOLDERS
|
11
|
PLAN
OF DISTRIBUTION
|
13
|
LEGAL
MATTERS
|
14
|
EXPERTS
|
15
|
PART
II
|
16
|
· |
24,274,288
shares of common stock issuable upon exercise of outstanding debentures
and warrants, and in connection with additional investment
rights.
|
· |
5,236,821
of these shares are currently outstanding and held by the selling
stockholders.
|
· |
25,000
shares we have issued for services in connection with clinical
trials;
|
· |
25,000
shares we have issued as a contribution to a charitable
foundation;
|
· |
an
aggregate of 886,630 shares and 122,232 warrants issued to employees
and
consultants; and
|
· |
an
aggregate of 9,146,340 shares which may be issued to four investors
upon
exercise of warrants issued to the selling stockholder in connection
with
the exercise of their existing
warrants.
|
· |
to
proceed with the development of our buccal insulin
product;
|
· |
to
develop other buccal and immunomedicine
products;
|
· |
to
develop new products based on our buccal delivery and immunomedicine
technologies, including clinical testing relating to new
products;
|
· |
to
develop or acquire other technologies or other lines of
business;
|
· |
to
establish and expand our manufacturing capabilities;
|
· |
to
finance general and administrative and research activities that
are not
related to specific products under development;
|
· |
to
finance the research and development activities of our subsidiary
Antigen;
and
|
· |
to
manufacture, market and distribute our products in
Ecuador.
|
· |
acceptance
of the formulation or treatment by health care professionals and
diabetic
patients;
|
· |
the
availability, effectiveness and relative cost of alternative diabetes
or
immunomedicine treatments that may be developed by competitors;
and
|
· |
the
availability of third-party (i.e., insurer and governmental agency)
reimbursements.
|
· |
announcements
of research activities and technology innovations or new products
by us or
our competitors;
|
· |
changes
in market valuation of companies in our industry
generally;
|
· |
variations
in operating results;
|
· |
changes
in governmental regulations;
|
· |
developments
in patent and other proprietary
rights;
|
· |
public
concern as to the safety of drugs or treatments developed by us or
others;
|
· |
results
of clinical trials of our products or our competitors' products;
and
|
· |
regulatory
action or inaction on our products or our competitors'
products.
|
Ÿ
|
our
expectations concerning product candidates for our
technologies;
|
Ÿ
|
our
expectations concerning existing or potential development and license
agreements for third-party collaborations and joint
ventures;
|
Ÿ
|
our
expectations of when different phases of clinical activity may commence;
and
|
Ÿ
|
our
expectations of when regulatory submissions may be filed or when
regulatory approvals may be
received.
|
Ÿ
|
the
inherent uncertainties of product development based on our new and
as yet
not fully proven technologies;
|
Ÿ
|
the
risks and uncertainties regarding the actual effect on humans of
seemingly
safe and efficacious formulations and treatments when tested
clinically;
|
Ÿ
|
the
inherent uncertainties associated with clinical trials of product
candidates; and
|
Ÿ
|
the
inherent uncertainties associated with the process of obtaining regulatory
approval to market product candidates;
and
|
Ÿ
|
the
inherent uncertainties associated with commercialization of products
that
have received regulatory approval.
|
Ÿ
|
Annual
Report on Form 10-K, as amended, for the fiscal year ended July 31,
2005.
|
Ÿ
|
Current
Reports on Form 8-K filed on September 9, 2005, October 31, 2005,
November
15, 2005, December 5, 2005, December 15, 2005, January 12, 2006,
January
20, 2006 and January 24, 2006.
|
Ÿ
|
Quarterly
Report on Form 10-Q for the fiscal quarter ended October 31,
2005.
|
Ÿ
|
The
description of our common stock contained in our registration statement
on
Form 10 filed on December 14, 1998, as amended by a Form 10/A filed
on
February 24, 1999, and including any amendment or report subsequently
filed for the purpose of updating the
description.
|
Name
|
Outstanding
Shares
Owned
Before
Offering
(1)
|
Number
of Shares
Offered
by Selling
Stockholder
|
Outstanding
Shares
Owned
After
Offering
(2)
|
Cranshire
Capital, L.P. (9)
|
11,331,966(3)(7)
|
8,302,346(4)(5)
|
3,029,620
(3)(7)
|
Iroquois
Capital, LP (10)
|
8,630,215
(3)(7)
|
6,473,078(4)(6)
|
2,157,137(3)(7)
|
Omicron
Master Trust (11)
|
10,061,915
(3)(7)
|
6,473,078(4)(6)
|
3,588,837(3)(7)
|
Smithfield
Fiduciary LLC (12)
|
8,302,346(3)(7)
|
6,473,078(4)(6)
|
1,829,268(3)(7)
|
Roberto
F. Cid
|
50,000
|
50,000
|
-0-
|
Dr.
John Zinckgraf
|
20,000
|
20,000
|
-0-
|
Gary
Shemano
|
611,6133)
|
288,267(8)
|
323,346(3)
|
William
Corbett
|
503,474
(3)
|
216,200(8)
|
287,274(3)
|
Michael
Jacks
|
297,420
(3)
|
216,200(8)
|
81,220(3)
|
Terrence
Cush
|
50,000
|
10,000
|
40,000
|
Itemworks,
LTD.
|
500,000
|
500,000
|
-0-
|
University
Campus BioMedico
|
25,000
|
25,000
|
-0-
|
The
Hospital for Sick Children Foundation
|
25,000
|
25,000
|
-0-
|
Rita
Consentino
|
9,665
|
9,665
|
-0-
|
Waseem
Qazi
|
41,500
|
41,500
|
-0-
|
Naeem
Qazi
|
40,500
|
40,500
|
-0-
|
Nadeem
Qazi
|
40,500
|
40,500
|
-0-
|
Zapfe
Holdings Inc.
|
306,697
|
306,697
|
-0-
|
TOTAL
STOCK
|
40,847,811
|
29,511,109
|
11,336,702
|
(1)
|
Includes
all shares beneficially owned by the selling stockholder as of the
date
hereof.
|
(2)
|
Assumes
sale of all shares offered by this prospectus.
|
(3)
|
For
these selling stockholders, includes shares issuable upon exercise
of
certain warrants and/or conversion of debentures or other convertible
securities issued to these selling stockholders in certain other
private
placement transactions. The shares of common stock issuable upon
the
exercise or conversion of such debentures, warrants and other convertible
securities have been previously registered by the Company, including
on
the Company’s Form S-3 Registration Statements (File Nos. 333-121309,
333-126624 and 333-128328), as
amended.
|
(4)
|
Includes
(A) shares of common stock issuable upon conversion of debentures
which
may be issued to the selling stockholders in connection with the
exercise
of the additional investment rights held by the selling stockholders
as of
the date hereof, (B) shares of common stock issuable upon the exercise
of
warrants which may be issued to the selling stockholders in connection
with the exercise of the additional investment rights held by the
selling
stockholders as of the date hereof and (C) shares of common stock
which
may be issued as interest on the debentures.
|
(5)
|
Includes
3,658,536 shares of common stock issuable upon the exercise of warrants
issued to the selling stockholder in connection with the exercise
of their
existing warrants.
|
(6)
|
Includes
1,829,268 shares of common stock issuable upon the exercise of warrants
issued to the selling stockholder in connection with the exercise
of their
existing warrants.
|
(7)
|
The
number of shares presented in the table represents the number which
would
be beneficially owned upon exercise of all warrants and conversion
of all
debentures and other convertible instruments held by these Selling
Stockholders. However, the warrants, convertible debentures and other
convertible instruments held by these Selling Stockholders contain
provisions prohibiting their exercise or conversion to the extent
that
such exercise or conversion would cause the holder to own more than
4.99%
of Generex’s outstanding stock. Therefore, to the extent that the shares
reported exceed 4.99% of the outstanding stock (3,496,487 shares
as of the
date of this Prospectus), these shares may not be deemed beneficially
owned by the Selling Shareholder under applicable SEC regulations.
|
(8)
|
Allocated
among these selling stockholders are the following: (i) 506,667 shares
of
common stock and (ii) 240,000 shares of common stock to be issued
upon the
exercise of warrants, that were issued to principals of The Shemano
Group
in payment of the finder’s/broker’s fee.
|
(9)
|
Mitchell
P. Kopin, the president of Downview Capital, Inc., the general partner
of
Cranshire Capital, L.P, has sole voting control and investment discretion
over securities held by Cranshire Capital, L.P. Each of Mitchell P.
Kopin and Downview Capital, Inc. disclaims beneficial ownership of
the
shares held by Cranshire Capital, L.P. The shareholder will own
approximately 3.2% of the shares outstanding after the
offering.
|
(10)
|
Joshua
Silverman has voting control and investment decision over securities
held
by Iroquois Capital, LP. Mr. Silverman disclaims beneficial ownership
of
the shares held by Iroquois Capital, LP. The shareholder will own
approximately 2.3% of the shares outstanding after the
offering.
|
(11)
|
Omicron Capital,
L.P., a Delaware limited partnership (“Omicron Capital”), serves as
investment manager to Omicron Master Trust, a trust formed under
the laws
of Bermuda (“Omicron”), Omicron Capital, Inc., a Delaware corporation
(“OCI”), serves as general partner of Omicron Capital, and Winchester
Global Trust Company Limited (“Winchester”) serves as the trustee of
Omicron. By reason of such relationships, Omicron Capital and OCI
may be
deemed to share dispositive power over the shares of our common stock
owned by Omicron, and Winchester may be deemed to share voting and
dispositive power over the shares of our common stock owned by Omicron.
Omicron Capital, OCI and Winchester disclaim beneficial ownership
of such
shares of our common stock. Omicron Capital has delegated authority
from
the board of directors of Winchester regarding the portfolio management
decisions with respect to the shares of common stock owned by Omicron
and,
as of April 21, 2003, Mr. Olivier H. Morali and Mr. Bruce T. Bernstein,
officers of OCI, have delegated authority from the board of directors
of
OCI regarding the portfolio management decisions of Omicron Capital
with
respect to the shares of common stock owned by Omicron. By reason
of such
delegated authority, Messrs. Morali and Bernstein may be deemed to
share
dispositive power over the shares of our common stock owned by Omicron.
Messrs. Morali and Bernstein disclaim beneficial ownership of such
shares
of our common stock and neither of such persons has any legal right
to
maintain such delegated authority. No other person has sole or shared
voting or dispositive power with respect to the shares of our common
stock
being offered by Omicron, as those terms are used for purposes under
Regulation 13D-G of the Securities Exchange Act of 1934, as amended.
Omicron and Winchester are not “affiliates” of one another, as that term
is used for purposes of the Securities Exchange Act of 1934, as amended,
or of any other person named in this prospectus as a selling stockholder.
No person or “group” (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended, or the SEC’s Regulation
13D-G) controls Omicron and Winchester. The shareholder will own
approximately 3.8% of the shares outstanding after the
offering.
|
(12)
|
Highbridge
Capital Management, LLC is the trading manager of Smithfield Fiduciary
LLC
and consequently has voting control and investment discretion over
securities held by Smithfield Fiduciary LLC. Glenn Dubin and Henry
Swieca
control Highbridge Capital Management, LLC. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca diclaims beneficial
ownership of the securities held by Smithfield Fiduciary LLC. The
shareholder will own approximately 1.9% of the shares outstanding
after
the offering.
|
· |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
· |
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
· |
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
· |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
· |
privately
negotiated transactions;
|
· |
settlement
of short sales entered into after the date of this prospectus;
|
· |
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
· |
a
combination of any such methods of
sale;
|
· |
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
or
|
· |
any
other method permitted pursuant to applicable
law.
|
Securities
and Exchange Commission registration fee
|
$
|
3,568.18
|
||
Legal
fees and expenses
|
$
|
5,000.00
|
||
Accounting
fees and expenses
|
$
|
10,000.00
|
||
Other
|
$
|
500.00
|
||
Total
|
$
|
19,068.18
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
3(i)
|
Restated
Certificate of Incorporation of Generex Biotechnology Corporation,
as
amended (incorporated by reference to Exhibit 3.1 to Generex Biotechnology
Corporation’s Report on Form 10-Q for the quarter ended January 31, 2004
filed on March 15, 2004)
|
|
3(ii)
|
Bylaws
of Generex Biotechnology Corporation (incorporated by reference
to Exhibit
3.2 to Generex Biotechnology Corporation’s Registration Statement on Form
S-1 (File No. 333-82667) filed on July 12, 1999)
|
|
4.1
|
Form
of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to
Generex Biotechnology Corporation’s Registration Statement on Form S-1
(File No. 333-82667) filed on July 12, 1999)
|
|
4.2.1
|
Securities
Purchase Agreement, dated November 10, 2004, by and among Generex
Biotechnology Corporation and the investors named therein (incorporated
by
reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on November 12, 2004)
|
|
4.2.2
|
Form
of 6% Secured Convertible Debenture issued in connection with Exhibit
4.2.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
4.2.3
|
Registration
Rights Agreement, dated November 10, 2004, by and among Generex
Biotechnology Corporation and the investors named therein (incorporated
by
reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on November 12, 2004)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
4.2.4
|
Form
of Warrant issued in connection with Exhibit 4.2.1 (incorporated
by
reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on November 12, 2004)
|
|
4.2.5
|
Form
of Additional Investment Right issued in connection with Exhibit
4.2.1
(incorporated by reference to Exhibit 4.5 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
4.2.6
|
Custodial
and Security Agreement, dated November 10, 2004, by and among
Generex
Biotechnology Corporation, Feldman Weinstein LLP, as custodian,
and the
investors named therein (incorporated by reference to Exhibit
4.6 to
Generex Biotechnology Corporation’s Report on Form 8-K filed on November
12, 2004)
|
|
4.2.7
|
Form
of Voting Agreement entered into in connection with Exhibit 4.2.1
(incorporated by reference to Exhibit 4.7 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
4.4.1
|
Promissory
Note and Agreement, dated March 28, 2005 by and between Generex
Biotechnology Corporation and Cranshire Capital, L.P. (incorporated
by
reference to Exhibit 4 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on April 1, 2005)
|
|
4.4.2
|
Warrant
issued to Cranshire Capital, L.P. entered into in connection
with Exhibit
4.4.1 (incorporated
herein by reference to Exhibit 4.21.2 to Generex Biotechnology
Corporation’s Report on Form 10-Q filed on June 14,
2005)
|
|
4.5.1
|
Promissory
Note and Agreement,
entered into
April 6, 2005 by
and between Generex Biotechnology Corporation and Omicron Master
Trust
(incorporated
herein by reference to Exhibit 4.22.1 to Generex Biotechnology
Corporation’s Report on Form 10-Q filed on June 14,
2005)
|
|
4.5.2
|
Warrant
issued to Omicron Master Trust entered into in connection with
Exhibit
4.5.1
(incorporated
herein by reference to Exhibit 4.22.2 to Generex Biotechnology
Corporation’s Report on Form 10-Q filed on June 14,
2005)
|
|
4.6.1
|
June
7, 2005 Amendment to Promissory Note and Agreement, dated March
28, 2005
by and between Generex Biotechnology Corporation and Cranshire
Capital,
L.P. (incorporated by reference to Exhibit 4.1 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on June 10,
2005)
|
|
4.6.2
|
Warrant
issued by Generex Biotechnology Corporation to Cranshire Capital,
L.P. on
June 7, 2005 in connection with Exhibit 4.6.1 (incorporated by
reference
to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on June 10, 2005)
|
|
4.7.1
|
June
7, 2005 Amendment to Promissory Note and Agreement, entered into
April 6,
2005 by and between Generex Biotechnology Corporation and Omicron
Master
Trust
(incorporated by reference to Exhibit 4.24.1 to Generex Biotechnology
Corporation’s Report on Form 10-Q filed on June 14, 2005)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
4.7.2
|
Warrant
issued by Generex Biotechnology Corporation to Omicron Master
Trust on
June 7, 2005 in connection with Exhibit 4.7.1 (incorporated
by reference
to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on June 10, 2005)
|
|
4.8.1
|
Amendment
No. 1 to Securities Purchase Agreement and Registration Rights
Agreement
entered into by and between Generex Biotechnology Corporation
and the
Purchasers listed on the signature pages thereto (incorporated
by
reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on June 17, 2005)
|
|
4.8.2
|
Form
of 6% Secured Convertible Debenture issued by Generex Biotechnology
Corporation in connection with Exhibit 4.8.1 (incorporated
by reference to
Exhibit 4.8.2 to Generex Biotechnology Corporation’s Registration
Statement on Form S-3, File No. 333-123624)
|
|
4.8.3
|
Form
of Common Stock Purchase Warrant to Purchase 609,756 Shares
of Common
Stock issued by Generex Biotechnology Corporation in connection
with
Exhibit 4.8.1 (incorporated by reference to Exhibit 4.8.3 to
Generex
Biotechnology Corporation’s Registration Statement on Form S-3, File No.
333-123624)
|
|
4.8.4
|
Form
of Additional Investment Right to Purchase $500,000 Principal
Amount of 6%
Convertible Debentures and Warrants issued by Generex Biotechnology
Corporation in connection with Exhibit 4.8.1 (incorporated
by reference to
Exhibit 4.8.4 to Generex Biotechnology Corporation’s Registration
Statement on Form S-3, File No. 333-123624)
|
|
4.9.1
|
Amendment
No. 2 to Securities Purchase Agreement and Registration Rights
Agreement
entered into by and between Generex Biotechnology Corporation
and the
Purchasers listed on the signature pages thereto (incorporated
by
reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on September 9, 2005)
|
|
4.9.2
|
Form
of 6% Secured Convertible Debenture issued by Generex Biotechnology
Corporation in connection with Exhibit 4.9.1 (incorporated
by reference to
Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on September 9, 2005)
|
|
4.9.3
|
Form
of Common Stock Purchase Warrant issued by Generex Biotechnology
Corporation in connection with Exhibit 4.9.1 (incorporated
by reference to
Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on September 9, 2005)
|
|
4.9.4
|
Form
of Additional Investment Right to Purchase $500,000 Principal
Amount of 6%
Convertible Debentures and Warrants issued by Generex Biotechnology
Corporation in connection with Exhibit 4.9.1 (incorporated
by reference to
Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on September 9, 2005)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
4.10
|
Form
of Agreement for Issuance of Generex Biotechnology Corporation
Common
Shares in Satisfaction of Indebtedness (incorporated by reference
to
Exhibit 4.9 to Generex Biotechnology Corporation’s Registration Statement
on Form S-3, File No. 333-123624)
|
|
4.11.1 | Amendment No. 3 to Securities Purchase Agreement and Registration Rights Agreement entered into by and between Generex Biotechnology Corporation and the Purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on December 5, 2005) | |
4.11.2 | Form of AIR Debentures (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on December 5, 2005) | |
4.11.3 |
Form
of AIR Warrants (incorporated by reference to Exhibit 4.4 to
Generex
Biotechnology Corporation’s Report on Form 8-K filed on December 5,
2005)
|
|
4.11.4 | Form of Additional AIRs (incorporated by reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on Form 8-K filed on December 5, 2005) |
4.12.1 | Amendment No. 4 to Securities Purchase Agreement and Registration Rights Agreement entered into by and between Generex Biotechnology Corporation and the Purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 20, 2006) | |
4.12.2 | Form of AIR Debentures (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 20, 2006) | |
4.12.3 | Form of AIR Warrants (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 20, 2006) | |
4.12.4 | Form of Additional AIRs (incorporated by reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 20, 2006) |
5
|
Opinion
of Eckert Seamans Cherin & Mellott, LLC
|
|
23.1
|
Consent
of BDO Dunwoody LLP
|
|
23.2
|
Consent
of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit
5)
|
|
(1) In
the case of incorporation by reference to documents filed by
the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-25169.
|
1.
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement.
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
|
2.
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
|
3.
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
4.
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each filing of our annual report pursuant to Section 13(a)
or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is
incorporated by reference in the registration statement shall be
deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof.
|
5.
|
To
deliver or cause to be delivered with the prospectus, to each person
to
whom the prospectus is sent or given, the latest annual report to
security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not
set forth in the prospectus is sent or given, the latest quarterly
report
that is specifically incorporated by reference in the prospectus
to
provide such interim financial information.
|
6.
|
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to our directors, officers and controlling
persons
pursuant to the foregoing provisions, or otherwise, we have been
advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a
claim
for indemnification against such liabilities (other than the payment
by us
of expenses incurred or paid by our director, officer, or controlling
person in the successful defense of any action, suit or proceeding)
is
asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion
of
its counsel the matter has been settled by controlling precedent,
submit
to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of
such issue.
|
GENEREX BIOTECHNOLOGY CORPORATION | ||
|
|
|
By: | /s/ Anna E. Gluskin | |
Anna E. Gluskin, President |
||
Signature
|
Title
|
Date
|
|
|
|
/s/
Anna E. Gluskin
|
President,
Chief Executive Officer
|
|
Anna
E. Gluskin
|
and
Director
|
January
31, 2006
|
|
|
|
/s/
Rose C. Perri
|
Chief
Financial Officer,
|
|
Rose
C. Perri
|
Chief
Operating Officer and Director
|
January
31, 2006
|
|
|
|
/s/
Gerald Bernstein, M.D
|
Vice
President, Director
|
January
31, 2006
|
Gerald
Bernstein, M.D.
|
|
|
|
|
|
/s/
Mindy Allport-Settle
|
Director
|
January
31, 2006
|
Mindy
Allport-Settle
|
|
|
|
|
|
/s/
John Barratt
|
Director
|
January
31, 2006
|
John
Barratt
|
|
|
|
|
|
/s/
Peter Amanatides
|
Director
|
January
31, 2006
|
Peter
Amanatides
|
|
|
|
|
|
/s/
Brian T. McGee
|
Director
|
January
31, 2006
|
Brian
T. McGee
|
|
|
|
|
|
/s/
Slava Jarnitskii
|
Controller
|
January
31, 2006
|
Slava
Jarnitskii
|
|
|