|
Name
|
Outstanding
Shares
Owned
Before
Offering
(1)
|
Number
of Shares
Offered
by Selling
Stockholder
|
Outstanding
Shares
Owned
After
Offering
(2)
|
|
Omicron
Master Trust (11)
|
3,652,118(3),(7)
|
622,226(4),(6)
|
3,029,892(3)(7)
|
|
Rockmore
Investment Master Fund(14)
|
3,213,635(3),(7)
|
220,000(13)
|
2,993,635(7)
|
|
Portside
Growth and Opportunity Fund(15)
|
600,000
|
600,000(13)
|
0
|
|
(1)
|
Includes
all shares beneficially owned by the selling stockholders as of the
date
hereof.
|
|
(2)
|
Assumes
sale of all shares offered by this prospectus are sold.
|
|
(3)
|
For
these selling stockholders, includes shares issuable upon exercise
of
certain warrants issued or assigned to these selling stockholders
in
certain other private placement transactions. The shares of common
stock
issuable upon the exercise of such warrants have been previously
registered by the Company, including on the Company’s Form S-3
Registration Statements (File Nos. 333-121309, 333-126624, 333-128328
and
333-135284), as amended.
|
|
(4)
|
Intentionally
left blank.
|
|
(6)
|
These
622,226 shares of common stock are issuable upon the exercise of
warrants
issued to the selling stockholder in connection with the exercise
of its
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 (3,503,494 shares
as of the
date of the Prospectus), these shares may not be deemed beneficially
owned
by the Selling Shareholder under applicable SEC regulations.
|
|
(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. As of the date of this prospectus supplement
no. 1, Mr. Olivier H. Morali, an officer of OCI, and Mr. Bruce T.
Bernstein, a consultant to OCI, have delegated authority from the
board of
directors of OCI regarding the portfolio management decisions with
respect
to the shares of our 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 Exchange Act 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 Exchange Act or the SEC’s Regulation
13D-G) controls Omicron and Winchester.
|
|
(13)
|
Includes
(A) shares of common stock issuable upon conversion of debentures
which
have been assigned to the selling stockholders as of the date hereof
and
(B) shares of common stock which may be issued as interest on the
debentures.
|
|
(14)
|
Rockmore
Capital, LLC (“Rockmore Capital”) and Rockmore Partners, LLC (“Rockmore
Partners”), each a limited liability company formed under the laws of the
State of Delaware, serve as the investment manager and general partner,
respectively, to Rockmore Investments (US) LP, a Delaware limited
partnership, which invests all of its assets through Rockmore Investment
Master Fund Ltd., an exempted company formed under the laws of Bermuda
(“Rockmore Master Fund”). By reason of such relationships, Rockmore
Capital and Rockmore Partners may be deemed to share dispositive
power
over the shares of our common stock owned by Rockmore Master Fund.
Rockmore Capital and Rockmore Partners disclaim beneficial ownership
of
such shares of our common stock. Rockmore Partners has delegated
authority
to Rockmore Capital regarding the portfolio management decisions
with
respect to the shares of common stock owned by Rockmore Master Fund
and,
as of the date of this prospectus supplement no. 1, Mr. Bruce T.
Bernstein
and Mr. Brian Daly, as officers of Rockmore Capital, are responsible
for
the portfolio management decisions of the shares of common stock
owned by
Rockmore Master Fund. By reason of such authority, Messrs. Bernstein
and
Daly may be deemed to share dispositive power over the shares of
our
common stock owned by Rockmore Master Fund. Messrs. Bernstein and
Daly
disclaim beneficial ownership of such shares of our common stock
and
neither of such persons has any legal right to maintain such authority.
No
other person has sole or shared voting or dispositive power with
respect
to the shares of our common stock as those terms are used for purposes
under Regulation 13D-G of the Securities Exchange Act of 1934, as
amended.
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 Rockmore Master Fund.
|
|
(15)
|
Ramius
Capital Group, L.L.C. ("Ramius Capital") is the investment adviser
of
Portside Growth and Opportunity Fund ("Portside") and consequently
has
voting control and investment discretion over securities held by
Portside.
Ramius Capital disclaims beneficial ownership of the shares held
by
Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey
M. Solomon are the sole managing members of C4S & Co., L.L.C., the
sole managing member of Ramius Capital. As a result, Messrs. Cohen,
Stark,
Strauss and Solomon may be considered beneficial owners of any shares
deemed to be beneficially owned by Ramius Capital. Messrs. Cohen,
Stark,
Strauss and Solomon disclaim beneficial ownership of these shares.
An
affiliate of Ramius Capital is a NASD member. However, this affiliate
will
not sell any shares purchased in this offering by Portside and will
receive no compensation whatsoever in connection with sales of shares
purchased in this transaction.
|