Delaware
|
|
98-0178636
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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|
(I.R.S.
Employer
Identification
Number)
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|
|||||||||||||
Title
of Each Class of Securities
To
Be Registered (1)
|
Amount
To Be
Registered
|
Proposed Maximum
Offering
Price
Per Unit
(2)
|
Proposed Maximum
Aggregate Offering
Price
(3)
|
Amount Of
Registration
Fee
(3)
|
|||||||||
Common Stock, $.001 par value
|
9,108,000(3)
shares
|
$
|
1.58
|
$
|
14,390,640
|
$ | 441.79 | ||||||
Common
Stock $.001 par value
|
892,000(4)
shares
|
$
|
1.58
|
$
|
1,409,360
|
$ | 43.27 | ||||||
Total
|
10,000,000
shares
|
$
|
1.58
|
$
|
15,800,000
|
$ | 485.06 | ||||||
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ITEM 1. |
PLAN
INFORMATION.
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ITEM 2. |
COMPANY
INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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AVAILABLE
INFORMATION
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1
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INCORPORATED
DOCUMENTS
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2
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PROSPECTUS
SUMMARY
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2
|
THE
COMPANY
|
2
|
RISK
FACTORS
|
3
|
CAUTIONARY
NOTE REGARDS FORWARD-LOOKING STATEMENTS
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8
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USE
OF PROCEEDS
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9
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SELLING
STOCKHOLDERS
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9
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MATERIAL
RELATIONSHIPS WITH SELLING STOCKHOLDERS
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11
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PLAN
OF DISTRIBUTION
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11
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LEGAL
MATTERS
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14
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EXPERTS
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14
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DISCLOSURE
OF COMMISSION POSITION ON
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
|
14
|
(1)
|
Our
Annual Report on Form 10-K for the fiscal year ended July 31, 2006,
filed
with the SEC October 16, 2006, as amended by Amendment No. 1 on
Form
10-K/A filed with the SEC on November 28, 2006 and Amendment No.
2 on Form
10-K/A filed with the SEC on February 14,
2007.
|
(2)
|
Our
Quarterly Report on Form 10-Q for the period ended October 31,
2006, filed
with the SEC on December 8, 2006.
|
(3)
|
Our
Quarterly Report on Form 10-Q for the period ended January 31,
2007, filed
with the SEC on March 12, 2007.
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(4)
|
Our
Proxy Statement on Schedule 14A filed with the SEC on May 1,
2007.
|
(5)
|
Our
Quarterly Report on Form 10-Q for the period ended April 30, 2007,
filed
with the SEC on June 11, 2007.
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(6)
|
Our
Current Reports on Form 8-K filed with the SEC on September 14,
2006,
April 20, 2007 and June 25, 2007.
|
(7)
|
The
description of our common stock contained in our Form 10 filed
with the
SEC on December 14, 1998, as amended by a Form 10/A filed with
the SEC on
February 24, 1999, and including any amendment or report subsequently
filed for the purpose of updating the
description.
|
|
·
|
to
proceed with the development of our buccal insulin
product;
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·
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to
finance the research and development of new products based on our
buccal
delivery and immunomedicine technologies, including clinical testing
relating to new products;
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|
·
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to
finance the research and development activities of our subsidiary
Antigen
with respect to other potential technologies;
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|
·
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to
commercially launch and market developed
products;
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|
·
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to
develop or acquire other technologies or other lines of
business;
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|
·
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to
establish and expand our manufacturing capabilities;
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|
·
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to
finance general and administrative activities that are not related
to
specific products under development; and
|
|
·
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to
otherwise carry on business.
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|
·
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acceptance
of the formulation or treatment by health care professionals and
diabetic
patients;
|
|
·
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the
availability, effectiveness and relative cost of alternative diabetes
or
immunomedicine treatments that may be developed by competitors;
and
|
|
·
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the
availability of third-party (i.e., insurer and governmental agency)
reimbursements.
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·
|
announcements
of research activities and technology innovations or new products
by us or
our competitors;
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|
·
|
changes
in market valuation of companies in our industry
generally;
|
|
·
|
variations
in operating results;
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|
·
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changes
in governmental regulations;
|
|
·
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developments
in patent and other proprietary
rights;
|
|
·
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public
concern as to the safety of drugs or treatments developed by us
or
others;
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·
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results
of clinical trials of our products or our competitors' products;
and
|
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·
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regulatory
action or inaction on our products or our competitors'
products.
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·
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our
expectations concerning product candidates for our
technologies;
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|
|
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|
·
|
our
expectations concerning existing or potential development and license
agreements for third-party collaborations and joint
ventures;
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|
·
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our
expectations of when different phases of clinical activity may
commence;
and
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|
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|
·
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our
expectations of when regulatory submissions may be filed or when
regulatory approvals may be
received.
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·
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the
inherent uncertainties of product development based on our new
and as yet
not fully proven technologies;
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|
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·
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the
risks and uncertainties regarding the actual effect on humans of
seemingly
safe and efficacious formulations and treatments when tested
clinically;
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·
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the
inherent uncertainties associated with clinical trials of product
candidates;
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|
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·
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the
inherent uncertainties associated with the process of obtaining
regulatory
approval to market product candidates; and
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·
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the
inherent uncertainties associated with commercialization of products
that
have received regulatory approval.
|
Title
|
Number of Shares
Beneficially Owned
before Offering(1)
|
Shares that may
be Offered
|
%
of
Outstanding
Shares
Beneficially
Owned
after
Offering
|
||||||||||
Brian
T. McGee(2)
|
Director |
455,714
|
150,000
|
*
|
|||||||||
John
P. Barratt(3)
|
Director |
495,714
|
150,000
|
*
|
|||||||||
Peter
G. Amanatides(4)
|
Director |
251,000
|
150,000
|
*
|
|||||||||
Dave
E. Wires(5)
|
Director |
171,839
|
150,000
|
*
|
|||||||||
Antonella
Magio
|
Employee |
5,350
|
13,000
|
*
|
|||||||||
Cesar
Tello
|
Employee |
350
|
5,000
|
*
|
|||||||||
Fabio
Chianelli
|
Employee |
650
|
25,000
|
*
|
|
||||||||
Julie
Shapiro
|
Employee |
400
|
7,000
|
*
|
|||||||||
Lory
Ritacca
|
Employee |
600
|
5,000
|
*
|
|||||||||
Nadeem
Qazi
|
Employee |
34,033
|
15,000
|
*
|
|||||||||
Naeem
Qazi
|
Employee |
34,033
|
15,000
|
*
|
|||||||||
Dina
Minoulline
|
Employee |
100
|
1,000
|
*
|
|||||||||
Nalini
Jodha
|
Employee |
300
|
4,000
|
*
|
|||||||||
Paul
Chiappetta
|
Employee |
20,650
|
15,000
|
*
|
|||||||||
Rita
Cosentino
|
Employee |
500
|
10,000
|
*
|
|||||||||
Shayne
Gilliatt
|
Employee |
400
|
15,000
|
*
|
|||||||||
Slava
Jarnitskii
|
Employee |
57,880
|
25,000
|
*
|
|||||||||
Todd
Falls
|
Employee |
400
|
15,000
|
*
|
|||||||||
Waseem
Qazi
|
Employee |
34,334
|
15,000
|
*
|
|||||||||
George
Markus
|
Employee |
400
|
20,000
|
*
|
|||||||||
Anita
Kapoor
|
Employee |
200
|
4,000
|
*
|
|||||||||
Judy
McComb
|
Employee |
0
|
8,000
|
*
|
|||||||||
Md
Hanif
|
Employee |
400
|
7,000
|
*
|
|||||||||
Eric
Von Hofe
|
Employee |
0
|
20,000
|
*
|
|||||||||
John
Zingraff
|
Employee |
0
|
8,000
|
*
|
|||||||||
Cathy
Blackwell
|
Employee |
0
|
4,000
|
*
|
|||||||||
Minzhen
Xu
|
Employee |
0
|
4,000
|
*
|
|||||||||
Nikoletta
Kallinteris
|
Employee |
0
|
3,000
|
*
|
|||||||||
Doug
Powell
|
Employee |
0
|
8,000
|
*
|
|||||||||
Shuzhen
Wu
|
Employee |
0
|
3,000
|
*
|
|||||||||
Mary
Beth Kim
|
Employee |
0
|
3,000
|
*
|
|||||||||
David
Khazak
|
Employee |
0
|
10,000
|
*
|
|||||||||
James
Carr
|
Employee |
0
|
5,000
|
*
|
|||||||||
TOTAL
|
892,000
|
* Less
than 1%
|
|
•
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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•
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block
transactions or crosses:
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•
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to
underwriters for resale to the public or to institutional investors;
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•
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directly
to the public or institutional investors;
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•
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through
brokers, dealers or agents to the public or to institutional investors;
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•
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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;
|
|
•
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purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
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•
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an
exchange distribution in accordance with the rules of the New York
Stock
Exchange;
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|
•
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privately
negotiated transactions;
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•
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settlement
of short sales;
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|
•
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broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per share;
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|
•
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a
combination of any such methods of sale; and
|
|
•
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any
other method permitted pursuant to applicable law.
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|
•
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enter
into transactions with a broker-dealer or affiliate of a broker-dealer
or
other third party in connection with which that other party will
become a
selling stockholder and engage in short sales of our common stock
under
this prospectus, in which case the other party may use shares of
our
common stock received from the selling stockholders to close out
any short
positions;
|
•
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sell
short our common stock under this prospectus and use shares of
our common
stock held by the selling stockholders to close out any short position;
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|
|
•
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enter
into options, forwards or other transactions that require the selling
stockholders to deliver, in a transaction exempt from registration
under
the Securities Act, shares of our common stock to a broker-dealer
or an
affiliate of a broker-dealer or other third party who may then
become a
selling stockholder and publicly resell or otherwise transfer shares
of
our common stock under this prospectus;
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|
•
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loan
or pledge shares of our common stock to a broker-dealer or affiliate
of a
broker-dealer or other third party who may then become a selling
stockholder and sell the loaned shares or, in an event of default
in the
case of a pledge, become a selling stockholder and sell the pledged
shares, under this prospectus; or
|
|
•
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enter
into derivative transactions with third parties, or sell securities
not
covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates,
in
connection with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may
use
securities pledged by the selling stockholders or borrowed from
the
selling stockholders or others to settle those sales or to close
out any
related open borrowings of stock, and may use securities received
from the
selling stockholders in settlement of those derivatives to close
out any
related open borrowings of stock. The third party in such sale
transactions will be an underwriter and will be identified in the
applicable prospectus supplement (or a post effective amendment).
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•
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the
name of each such selling stockholder and of the participating
underwriter, broker-dealer or agent;
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•
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the
number of shares involved;
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•
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the
price at which those shares were sold;
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|
•
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the
commissions paid or discounts or concessions allowed; and
|
|
•
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other
facts material to the transaction.
|
|
(1)
|
Our
Annual Report on Form 10-K for the fiscal year ended July 31, 2006,
filed
with the SEC October 16, 2006, as amended by Amendment No. 1 on
Form
10-K/A filed with the SEC on November 28, 2006 and Amendment No.
2 on Form
10-K/A filed with the SEC on February 14,
2007.
|
(2)
|
Our
Quarterly Report on Form 10-Q for the period ended October 31,
2006, filed
with the SEC on December 8, 2006.
|
(3)
|
Our
Quarterly Report on Form 10-Q for the period ended January 31,
2007, filed
with the SEC on March 12, 2007.
|
(4)
|
Our
Proxy Statement on Schedule 14A filed with the SEC on May 1,
2007.
|
(5)
|
Our
Quarterly Report on Form 10-Q for the period ended April 30, 2007,
filed
with the SEC on June 11, 2007.
|
(6)
|
Our
Current Reports on Form 8-K filed with the SEC on September 14,
2006,
April 20, 2007 and June 25, 2007.
|
(7)
|
The
description of our common stock contained in our Form 10 filed
with the
SEC on December 14, 1998, as amended by a Form 10/A filed with
the SEC on
February 24, 1999, and including any amendment or report subsequently
filed for the purpose of updating the
description.
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
2
|
|
Agreement
and Plan of Merger among Generex Biotechnology Corporation, Antigen
Express, Inc. and AGEXP Acquisition Inc. (incorporated by reference
to
Exhibit 2.1 to Generex Biotechnology Corporation’s Current Report on Form
8-K filed on August 15, 2003)
|
3(i)
|
|
Restated
Certificate of Incorporation of Generex Biotechnology Corporation
(incorporated by reference to Exhibit 3(II) to Generex Biotechnology
Corporation’s Report on Form 10-Q filed on June 19,
2006)
|
|
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3(ii)
|
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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)
|
|
|
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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)
|
|
|
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4.2.1
|
|
Securities
Purchase Agreement, dated December 19, 2003, 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/A filed on March 24, 2004)
|
|
|
|
4.2.2
|
|
Registration
Rights Agreement, dated December 19, 2003, by and among Generex
Biotechnology Corporation and the investors named therein (incorporated
by
reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on
Form 8-K/A filed on March 24, 2004)
|
|
|
|
4.2.3
|
|
Form
of Warrant issued in connection with Exhibit 4.2.1 (incorporated
by
reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on
Form 8-K/A filed on March 24, 2004)
|
|
|
|
4.2.4
|
|
Form
of Additional Investment Right 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/A filed on March 24,
2004)
|
4.3.1
|
|
Securities
Purchase Agreement, dated January 7, 2004, by and between Generex
Biotechnology Corporation and ICN Capital Limited (incorporated
by
reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.3.2
|
|
Registration
Rights Agreement, dated January 7, 2004, by and between Generex
Biotechnology Corporation and ICN Capital Limited (incorporated
by
reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.3.3
|
|
Warrant
issued in connection with Exhibit 4.3.1 (incorporated by reference
to
Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.3.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.3.1 (incorporated
by
reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.4.1
|
|
Securities
Purchase Agreement, dated January 9, 2004, by and between Generex
Biotechnology Corporation and Vertical Ventures, LLC (incorporated
by
reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.4.2
|
|
Registration
Rights Agreement, dated January 9, 2004, by and between Generex
Biotechnology Corporation and Vertical Ventures, LLC (incorporated
by
reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.4.3
|
|
Warrant
issued in connection with Exhibit 4.4.1 (incorporated by reference
to
Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.4.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.4.1 (incorporated
by
reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.5.1
|
|
Securities
Purchase Agreement, dated February 6, 2004, by and between Generex
Biotechnology Corporation and Alexandra Global Master Fund, Ltd.
(incorporated by reference to Exhibit 4.9 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1,
2004)
|
|
|
|
4.5.2
|
|
Registration
Rights Agreement, dated February 6, 2004, by and between Generex
Biotechnology Corporation and Alexandra Global Master Fund, Ltd.
(incorporated by reference to Exhibit 4.10 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1,
2004)
|
4.5.3
|
|
Warrant
issued in connection with Exhibit 4.5.1 (incorporated by reference
to
Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.5.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.5.1 (incorporated
by
reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.6.1
|
|
Securities
Purchase Agreement, dated February 11, 2004, by and between Generex
Biotechnology Corporation and Michael Sourlis (incorporated by
reference
to Exhibit 4.14 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.6.2
|
|
Registration
Rights Agreement, dated February 11, 2004, by and between Generex
Biotechnology Corporation and Michael Sourlis (incorporated by
reference
to Exhibit 4.15 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.6.3
|
|
Additional
Investment Right issued in connection with Exhibit 4.6.1 (incorporated
by
reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.7.1
|
|
Securities
Purchase Agreement, dated February 13, 2004, by and between Generex
Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated
by
reference to Exhibit 4.18 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.7.2
|
|
Registration
Rights Agreement, dated February 13, 2004, by and between Generex
Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated
by
reference to Exhibit 4.19 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.7.3
|
|
Warrant
issued in connection with Exhibit 4.7.1 (incorporated by reference
to
Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.7.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.7.1 (incorporated
by
reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.8.1
|
|
Securities
Purchase Agreement, dated June 23, 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 July 14, 2004)
|
|
|
|
4.8.2
|
|
Registration
Rights Agreement, dated June 23, 2004, by and among Generex Biotechnology
Corporation and the investors (incorporated by reference to Exhibit
4.2 to
Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14,
2004)
|
|
|
|
4.8.3
|
|
Form
of Warrant issued in connection with Exhibit 4.8.1 (incorporated
by
reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on July 14, 2004)
|
|
|
|
4.8.4
|
|
Form
of Additional Investment Right issued in connection Exhibit 4.8.1
(incorporated by reference to Exhibit 4.4 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on July 14,
2004)
|
|
|
|
4.9.1
|
|
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)
|
|
|
|
4.9.2
|
|
Form
of 6% Secured Convertible Debenture issued in connection with Exhibit
4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
|
|
4.9.3
|
|
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)
|
|
|
|
4.9.4
|
|
Form
of Additional Investment Right issued in connection with Exhibit
4.9.1
(incorporated by reference to Exhibit 4.5 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
4.9.5
|
|
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)
|
|
|
|
4.9.6
|
|
Form
of Voting Agreement entered into in connection with Exhibit 4.9.1
(incorporated by reference to Exhibit 4.7 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
|
|
4.10
|
|
Warrant
issued to The Aethena Group, LLC on April 28, 2005 (incorporated
by
reference to Exhibit 4.20 to Generex Biotechnology Corporation’s Quarterly
Report on Form 10-Q filed on June 14, 2005)
|
|
|
|
4.11
|
|
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)
|
|
|
|
4.12
|
|
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)
|
|
|
|
4.13
|
|
Amendment
No. 3 to Securities Purchase Agreement and Registration Rights
Agreement
entered into by and among 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)
|
|
|
|
4.14.1
|
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 on January 19,
2006
(incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on January 20,
2006)
|
|
4.14.2
|
Form
of Additional AIRs issued in connection with Exhibit 4.14.1 (incorporated
by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s
Report on Form 8-K filed on January 20, 2006)
|
|
4.15
|
|
Form
of Warrant issued by Generex Biotechnology Corporation on January
23, 2006
(incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on January 24,
2006)
|
|
|
|
4.16.1
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Cranshire
Capital L.P. dated February 27, 2006 (incorporated by reference
to Exhibit
4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
February 28, 2006).
|
|
|
|
4.16.2
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Omicron
Master Trust dated February 27, 2006 (incorporated by reference
to Exhibit
4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
February 28, 2006).
|
4.16.3
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Iroquois
Capital L.P. dated February 27, 2006 (incorporated by reference
to Exhibit
4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
February 28, 2006).
|
4.16.4
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Smithfield
Fiduciary LLC dated February 27, 2006 (incorporated by reference
to
Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on February 28, 2006).
|
4.16.5
|
Form
of Warrant issued by Generex Biotechnology Corporation on February
27,
2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology
Corporation’s Report on Form 10-K filed on October 16,
2006).
|
4.17.1
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Cranshire Capital, L.P. dated February 28, 2006
(incorporated by reference to Exhibit 4.1 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1, 2006).
|
|
4.17.2
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Omicron Master Trust dated February 28, 2006 (incorporated
by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report
on Form 8-K filed on March 1, 2006).
|
|
4.17.3
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated
by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report
on Form 8-K filed on March 1, 2006).
|
|
4.17.4
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Smithfield Fiduciary LLC dated February 28, 2006
(incorporated by reference to Exhibit 4.4 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1, 2006).
|
|
4.17.5
|
Form
of Additional Air Debenture issued by Generex Biotechnology Corporation
on
February 28, 2006 (incorporated by reference to Exhibit 4.31 to
Generex Biotechnology Corporation’s Report on Form 10-K filed on October
16, 2006).
|
|
4.17.6
|
Form
of Additional Air Warrant issued by Generex Biotechnology Corporation
on
February 28, 2006 (incorporated by reference to Exhibit 4.32 to
Generex Biotechnology Corporation’s Report on Form 10-K filed on October
16, 2006).
|
|
4.18.1
|
Form
of Agreement to Amend Warrants between Generex Biotechnology Corporation
and the Investors dated March 6, 2006 (incorporated by reference
to
Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 7, 2006).
|
|
4.18.2
|
|
Form
of Warrant issued by Generex Biotechnology Corporation on March
6, 2006
(incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 7,
2006)
|
4.19
|
|
Warrant
issued by Generex Biotechnology Corporation on April 17, 2006 to
Zapfe
Holdings, Inc. (incorporated by reference to Exhibit 4.33 to Generex
Biotechnology Corporation’s Report on Form 10-Q filed on June 14,
2006).
|
4.20
|
|
Form
of Warrant issued by Generex Biotechnology Corporation on April
17, 2006
to certain employees (incorporated by reference to Exhibit 4.34
to Generex
Biotechnology Corporation’s Report on Form 10-Q filed on June 14,
2006).
|
4.21.1
|
Securities
Purchase Agreement entered into by and between Generex Biotechnology
Corporation and four Investors on June 1, 2006 (incorporated by
reference
to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on June 2, 2006)
|
|
4.21.2
|
Form
of Warrant issued by Generex Biotechnology Corporation on June
1, 2006 in
connection with Exhibit 4.21.1 (incorporated by reference to Exhibit
4.2
to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,
2006)
|
|
4.22.1
|
Form
of Amendment to Outstanding Warrants (incorporated by reference
to Exhibit
4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
June 2, 2006)
|
|
4.22.2
|
Form
of Warrant issued by Generex Biotechnology Corporation on June
1, 2006 in
connection with Exhibit 4.22.1 (incorporated by reference to Exhibit
4.4
to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,
2006)
|
|
5.1
|
Opinion
of Eckert Seamans Cherin & Mellott, LLC regarding the legality of the
securities being registered
|
|
23.1
|
Consent
of BDO Dunwoody LLP
|
|
23.2
|
Consent
of Danziger Hochman Partners LLP
|
23.3
|
Consent
of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit
5.1)
|
|
24.1
|
Power
of Attorney (included on signature page)
|
|
99.1
|
Generex
Biotechnology Corporation 2006 Stock Plan (incorporated by reference
to
Generex Biotechnology Corporation’s Definitive Revised Proxy Soliciting
Materials filed on April 27, 2006)
|
(1)
In
case of incorporation by reference to documents filed by the Company
under
the Exchange Act, the Company’s file number under the Exchange Act is
000-25169.
|
GENEREX
BIOTECHNOLOGY CORPORATION
|
||
|
|
|
By: | /s/ Anna E. Gluskin | |
|
||
Anna
E. Gluskin, President
|
Signature
|
|
Title
|
|
Date
|
PRINCIPAL
EXECUTIVE OFFICER:
|
Chairman
of the Board of Directors,
President
and Chief Executive Officer
|
August
13, 2007
|
||
/s/ Anna
E. Gluskin
|
||||
Anna
E. Gluskin
|
||||
PRINCIPAL
FINANCIAL OFFICER:
|
Chief
Operating Officer, Chief Financial
|
August
13, 2007
|
||
Officer,
Treasurer, Secretary and Director
|
||||
/s/ Rose
C. Perri
|
||||
Rose
C. Perri
|
||||
PRINCIPAL ACCOUNTING OFFICER:
|
Controller
|
August
13, 2007
|
||
/s/ Slava
Jarnitskii
|
||||
Slava
Jarnitskii
|
||||
/s/ Gerald
Bernstein
|
Vice
President Medical Affairs and
|
August
13, 2007
|
||
Gerald
Bernstein
|
Director
|
|||
/s/ Peter
Amanatides
|
Director
|
August
13, 2007
|
||
Peter
Amanatides
|
||||
/s/ John
P. Barratt
|
Director
|
August
13, 2007
|
||
John
P. Barratt
|
||||
/s/ Brian
T. McGee
|
Director
|
August
13, 2007
|
||
Brian
T. McGee
|
||||
/s/ Nola
E. Masterson
|
Director
|
August
13, 2007
|
Nola
E. Masterson
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
2
|
|
Agreement
and Plan of Merger among Generex Biotechnology Corporation, Antigen
Express, Inc. and AGEXP Acquisition Inc. (incorporated by reference
to
Exhibit 2.1 to Generex Biotechnology Corporation’s Current Report on Form
8-K filed on August 15, 2003)
|
|
|
|
3(i)
|
|
Restated
Certificate of Incorporation of Generex Biotechnology Corporation
(incorporated by reference to Exhibit 3(II) to Generex Biotechnology
Corporation’s Report on Form 10-Q filed on June 19,
2006)
|
|
|
|
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 December 19, 2003, 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/A filed on March 24, 2004)
|
|
|
|
4.2.2
|
|
Registration
Rights Agreement, dated December 19, 2003, by and among Generex
Biotechnology Corporation and the investors named therein (incorporated
by
reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on
Form 8-K/A filed on March 24, 2004)
|
|
|
|
4.2.3
|
|
Form
of Warrant issued in connection with Exhibit 4.2.1 (incorporated
by
reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on
Form 8-K/A filed on March 24, 2004)
|
|
|
|
4.2.4
|
|
Form
of Additional Investment Right 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/A filed on March 24,
2004)
|
4.3.1
|
|
Securities
Purchase Agreement, dated January 7, 2004, by and between Generex
Biotechnology Corporation and ICN Capital Limited (incorporated
by
reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.3.2
|
|
Registration
Rights Agreement, dated January 7, 2004, by and between Generex
Biotechnology Corporation and ICN Capital Limited (incorporated
by
reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.3.3
|
|
Warrant
issued in connection with Exhibit 4.3.1 (incorporated by reference
to
Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.3.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.3.1 (incorporated
by
reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.4.1
|
|
Securities
Purchase Agreement, dated January 9, 2004, by and between Generex
Biotechnology Corporation and Vertical Ventures, LLC (incorporated
by
reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.4.2
|
|
Registration
Rights Agreement, dated January 9, 2004, by and between Generex
Biotechnology Corporation and Vertical Ventures, LLC (incorporated
by
reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.4.3
|
|
Warrant
issued in connection with Exhibit 4.4.1 (incorporated by reference
to
Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
4.4.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.4.1 (incorporated
by
reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.5.1
|
|
Securities
Purchase Agreement, dated February 6, 2004, by and between Generex
Biotechnology Corporation and Alexandra Global Master Fund, Ltd.
(incorporated by reference to Exhibit 4.9 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1,
2004)
|
|
|
|
4.5.2
|
|
Registration
Rights Agreement, dated February 6, 2004, by and between Generex
Biotechnology Corporation and Alexandra Global Master Fund, Ltd.
(incorporated by reference to Exhibit 4.10 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1,
2004)
|
|
|
|
4.5.3
|
|
Warrant
issued in connection with Exhibit 4.5.1 (incorporated by reference
to
Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.5.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.5.1 (incorporated
by
reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.6.1
|
|
Securities
Purchase Agreement, dated February 11, 2004, by and between Generex
Biotechnology Corporation and Michael Sourlis (incorporated by
reference
to Exhibit 4.14 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.6.2
|
|
Registration
Rights Agreement, dated February 11, 2004, by and between Generex
Biotechnology Corporation and Michael Sourlis (incorporated by
reference
to Exhibit 4.15 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.6.3
|
|
Additional
Investment Right issued in connection with Exhibit 4.6.1 (incorporated
by
reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.7.1
|
|
Securities
Purchase Agreement, dated February 13, 2004, by and between Generex
Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated
by
reference to Exhibit 4.18 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.7.2
|
|
Registration
Rights Agreement, dated February 13, 2004, by and between Generex
Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated
by
reference to Exhibit 4.19 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.7.3
|
|
Warrant
issued in connection with Exhibit 4.7.1 (incorporated by reference
to
Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 1, 2004)
|
|
|
|
4.7.4
|
|
Additional
Investment Right issued in connection with Exhibit 4.7.1 (incorporated
by
reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on
Form 8-K filed on March 1, 2004)
|
|
|
|
4.8.1
|
|
Securities
Purchase Agreement, dated June 23, 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 July 14, 2004)
|
|
|
|
4.8.2
|
|
Registration
Rights Agreement, dated June 23, 2004, by and among Generex Biotechnology
Corporation and the investors (incorporated by reference to Exhibit
4.2 to
Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14,
2004)
|
|
|
|
4.8.3
|
|
Form
of Warrant issued in connection with Exhibit 4.8.1 (incorporated
by
reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on
Form 8-K filed on July 14, 2004)
|
|
|
|
4.8.4
|
|
Form
of Additional Investment Right issued in connection Exhibit 4.8.1
(incorporated by reference to Exhibit 4.4 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on July 14,
2004)
|
|
|
|
4.9.1
|
|
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)
|
4.9.2
|
|
Form
of 6% Secured Convertible Debenture issued in connection with Exhibit
4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
|
|
4.9.3
|
|
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)
|
|
|
|
4.9.4
|
|
Form
of Additional Investment Right issued in connection with Exhibit
4.9.1
(incorporated by reference to Exhibit 4.5 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
|
|
4.9.5
|
|
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)
|
|
|
|
4.9.6
|
|
Form
of Voting Agreement entered into in connection with Exhibit 4.9.1
(incorporated by reference to Exhibit 4.7 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on November 12,
2004)
|
|
|
|
4.10
|
|
Warrant
issued to The Aethena Group, LLC on April 28, 2005 (incorporated
by
reference to Exhibit 4.20 to Generex Biotechnology Corporation’s Quarterly
Report on Form 10-Q filed on June 14, 2005)
|
|
|
|
4.11
|
|
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)
|
|
|
|
4.12
|
|
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)
|
|
|
|
4.13
|
|
Amendment
No. 3 to Securities Purchase Agreement and Registration Rights
Agreement
entered into by and among 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)
|
|
|
|
4.14.1
|
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 on January 19,
2006
(incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on January 20,
2006)
|
|
4.14.2
|
Form
of Additional AIRs issued in connection with Exhibit 4.14.1 (incorporated
by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s
Report on Form 8-K filed on January 20, 2006)
|
|
4.15
|
|
Form
of Warrant issued by Generex Biotechnology Corporation on January
23, 2006
(incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on January 24,
2006)
|
|
|
|
4.16.1
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Cranshire
Capital L.P. dated February 27, 2006 (incorporated by reference
to Exhibit
4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
February 28, 2006).
|
|
|
|
4.16.2
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Omicron
Master Trust dated February 27, 2006 (incorporated by reference
to Exhibit
4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
February 28, 2006).
|
4.16.3
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Iroquois
Capital L.P. dated February 27, 2006 (incorporated by reference
to Exhibit
4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
February 28, 2006).
|
4.16.4
|
|
Agreement
to amend Warrants between Generex Biotechnology Corporation and
Smithfield
Fiduciary LLC dated February 27, 2006 (incorporated by reference
to
Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on February 28, 2006).
|
4.16.5
|
Form
of Warrant issued by Generex Biotechnology Corporation on February
27,
2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology
Corporation’s Report on Form 10-K filed on October 16,
2006).
|
|
4.17.1
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Cranshire Capital, L.P. dated February 28, 2006
(incorporated by reference to Exhibit 4.1 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1, 2006).
|
|
4.17.2
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Omicron Master Trust dated February 28, 2006 (incorporated
by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report
on Form 8-K filed on March 1, 2006).
|
|
4.17.3
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated
by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report
on Form 8-K filed on March 1, 2006).
|
|
4.17.4
|
Agreement
to Amend Additional Investment Right between Generex Biotechnology
Corporation and Smithfield Fiduciary LLC dated February 28, 2006
(incorporated by reference to Exhibit 4.4 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 1, 2006).
|
|
4.17.5
|
Form
of Additional Air Debenture issued by Generex Biotechnology Corporation
on
February 28, 2006 (incorporated by reference to Exhibit 4.31 to
Generex Biotechnology Corporation’s Report on Form 10-K filed on October
16, 2006).
|
|
4.17.6
|
Form
of Additional Air Warrant issued by Generex Biotechnology Corporation
on
February 28, 2006 (incorporated by reference to Exhibit 4.32 to
Generex Biotechnology Corporation’s Report on Form 10-K filed on October
16, 2006).
|
|
4.18.1
|
Form
of Agreement to Amend Warrants between Generex Biotechnology Corporation
and the Investors dated March 6, 2006 (incorporated by reference
to
Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on March 7, 2006).
|
|
4.18.2
|
|
Form
of Warrant issued by Generex Biotechnology Corporation on March
6, 2006
(incorporated by reference to Exhibit 4.2 to Generex Biotechnology
Corporation’s Report on Form 8-K filed on March 7,
2006)
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4.19
|
|
Warrant
issued by Generex Biotechnology Corporation on April 17, 2006 to
Zapfe
Holdings, Inc. (incorporated by reference to Exhibit 4.33 to Generex
Biotechnology Corporation’s Report on Form 10-Q filed on June 14,
2006).
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4.20
|
|
Form
of Warrant issued by Generex Biotechnology Corporation on April
17, 2006
to certain employees (incorporated by reference to Exhibit 4.34
to Generex
Biotechnology Corporation’s Report on Form 10-Q filed on June 14,
2006).
|
4.21.1
|
Securities
Purchase Agreement entered into by and between Generex Biotechnology
Corporation and four Investors on June 1, 2006 (incorporated by
reference
to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K
filed on June 2, 2006)
|
|
4.21.2
|
Form
of Warrant issued by Generex Biotechnology Corporation on June
1, 2006 in
connection with Exhibit 4.21.1 (incorporated by reference to Exhibit
4.2
to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,
2006)
|
|
4.22.1
|
Form
of Amendment to Outstanding Warrants (incorporated by reference
to Exhibit
4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on
June 2, 2006)
|
4.22.2
|
Form
of Warrant issued by Generex Biotechnology Corporation on June
1, 2006 in
connection with Exhibit 4.22.1 (incorporated by reference to Exhibit
4.4
to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,
2006)
|
|
5.1
|
Opinion
of Eckert Seamans Cherin & Mellott, LLC regarding the legality of the
securities being registered
|
|
23.1
|
Consent
of BDO Dunwoody LLP
|
|
23.2
|
Consent
of Danziger Hochman Partners LLP
|
|
23.3
|
Consent
of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit
5.1)
|
|
24.1
|
Power
of Attorney (included on signature page)
|
|
99.1
|
Generex
Biotechnology Corporation 2006 Stock Plan (incorporated by reference
to
Generex Biotechnology Corporation’s Definitive Revised Proxy Soliciting
Materials filed on April 27, 2006)
|
|
(1)
In
case of incorporation by reference to documents filed by the Company
under
the Exchange Act, the Company’s file number under the Exchange Act is
000-25169.
|