Delaware
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98-0178636
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
Number)
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Gary
A. Miller
|
Eckert
Seamans Cherin & Mellott, LLC
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50
South 16th
Street - 22nd
Floor
|
Philadelphia,
Pennsylvania 19102
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(215)
851-8400
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Title
of Each Class
of
Securities to be
Registered
|
Amount
to be
Registered
|
Proposed Maximum
Offering Price per
Share
(2)
|
Proposed Maximum
Aggregate Offering
Price
(2)
|
Amount
of
Registration Fee (2)
|
|||||||||
Common
Stock, $.001 par value per share
|
30,191,665
|
(1) |
$
|
1.05
|
$
|
31,701,248
|
$
|
1,245.86
|
(3)
|
(1)
|
Includes
an estimated 18,772,729 shares of common stock issuable upon conversion
of, and as interest payments on, 8% Secured Convertible Notes due
September 2009 issued by us to the selling shareholders (the “Notes”),
5,257,729 shares of common stock issuable upon exercise of Series
A
Warrants (the “Series A Warrants”) and 1,355,117 shares of common stock
issuable upon exercise of Series A-1 Warrants (the “Series A-1 Warrants”)
held by the selling shareholders herein. We are including in this
Registration Statement the sum of 1.20 times the number of shares
issuable
as of the date of the Registration Rights Agreement pursuant to
the Notes
and the Series A Warrants, which is a good faith estimate of the
maximum
number of shares of common stock issuable pursuant to the Notes
and the
Series A Warrants. Pursuant to Rule 416 under the Securities Act,
this
Registration Statement also covers such additional number of shares
of
common stock as may be issuable upon a stock split, stock dividend
or
similar transaction.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c), using the average of the high and low prices
of the
Registrant’s common stock as reported on the NASDAQ Capital Market on
April 23, 2008, which was approximately $1.05 per share.
|
(3)
|
Previously
paid.
|
Prospectus
Summary
|
|
1
|
About
Generex Biotechnology Corporation
|
|
1
|
Risk
Factors
|
|
5
|
Special
Note Regarding Forward-Looking Statements
|
|
11
|
Use
of Proceeds
|
|
11
|
Description
of Private Placement and Convertible Notes
|
|
12
|
Selling
Shareholders
|
|
16
|
Plan
of Distribution
|
|
19
|
Legal
Matters
|
|
22
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Experts
|
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22
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Where
You Can Find More Information
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22
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Incorporation
of Certain Documents by Reference
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|
22
|
Common
stock offered by selling shareholders:
|
|
30,191,665
shares
|
||||
Use
of Proceeds:
|
|
We will not receive any proceeds from the
sale of shares in this offering.
|
||||
Risk
Factors:
|
|
See
“Risk Factors” beginning on page 5 for a discussion of factors that you
should read and consider before investing in our
securities
|
||||
NASDAQ
Capital Market Symbol:
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GNBT
|
|
o
|
to
proceed with the development of our buccal insulin
product;
|
|
o
|
to
finance the research and development of new products based on our
buccal
delivery and immunomedicine technologies, including clinical testing
relating to new products;
|
|
o
|
to
finance the research and development activities of our subsidiary
Antigen
with respect to other potential
technologies;
|
|
o
|
to
commercially launch and market developed
products;
|
|
o
|
to
develop or acquire other technologies or other lines of
business;
|
|
o
|
to
establish and expand our manufacturing capabilities;
|
|
o
|
to
finance general and administrative activities that are not related
to
specific products under development; and
|
|
o
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to
otherwise carry on business.
|
|
o
|
acceptance
of the formulation or treatment by health care professionals and
diabetic
patients;
|
|
o
|
the
availability, effectiveness and relative cost of alternative diabetes
or
immunomedicine treatments that may be developed by competitors;
and
|
|
o
|
the
availability of third-party (i.e., insurer and governmental agency)
reimbursements.
|
|
o
|
announcements
of research activities and technology innovations or new products
by us or
our competitors;
|
|
o
|
changes
in market valuation of companies in our industry
generally;
|
|
o
|
Variations
in operating results;
|
|
o
|
changes
in governmental regulations;
|
|
o
|
Developments
in patent and other proprietary
rights;
|
|
o
|
public
concern as to the safety of drugs or treatments developed by us or
others;
|
|
o
|
results
of clinical trials of our products or our competitors' products;
and
|
|
o
|
regulatory
action or inaction on our products or our competitors'
products.
|
•
|
Series
A and A-1 Warrants, which are exercisable for a period of 7 years
into an
aggregate of 75% of the number of shares of our common stock initially
issuable upon conversion of the Notes, with the Series A Warrants
being
exercisable into 5,257,729 shares immediately upon issuance and the
Series
A-1 warrants being exercisable into 7,541,857 shares beginning October
1,
2008;
|
•
|
Series
B Warrants, which are exercisable beginning October 1, 2008 into
100% of
the shares of our common stock initially issuable upon conversion
of the
Notes (initially 17,066,117 shares) and remaining exercisable for
a period
of 18 months after a registration statement covering the shares of
our
common stock issuable upon conversion or exercise (as the case may
be) of
the Notes and Warrants is declared effective by the SEC;
and
|
•
|
Series
C Warrants, which are exercisable for a period of 7 years beginning
October 1, 2008, but only to the extent that the Series B Warrant
are
exercised and only in the same percentage that the Series B Warrants
are
exercised, up to a maximum percentage of 75% of the number of shares
of
our common stock initially issuable upon conversion of the Notes
(initially a maximum of 12,799,586 shares).
|
Market
price per share at March 31, 2008
|
$
|
1.10
|
||
Conversion
Price per share at March 31, 2008
|
$
|
1.21
|
||
Total
shares underlying Notes based on conversion price
|
17,066,117
|
|||
Aggregate
market value of underlying shares based on market price as of March
31,
2008
|
$
|
18,772,729
|
||
Aggregate
conversion price of underlying shares
|
$
|
20,650,000
|
||
Total
Premium to market price of underlying shares after taking into account
original issue discount
|
$
|
1,877,271
|
Market
price per share at March 31, 2008
|
$
|
1.10
|
||
90%
of Average VWAP for 20 Trading Days Prior to March
31, 2008
|
$
|
0.9704
|
||
Total
shares underlying Notes based on VWAP price
|
19,173,187
|
|||
Aggregate
market value of underlying shares based on market price as of March
31,
2008
|
$
|
21,090,506
|
||
Aggregate
VWAP price of underlying shares
|
$
|
18,605,660
|
||
Total
Discount to market price of underlying shares after taking into account
original issue discount
|
$
|
2,484,846
|
Gross
Proceeds
|
$
|
20,650,000
|
||
Approximate
Aggregate Interest Payments
|
$
|
2,478,000
|
||
Approximate
Transaction Costs (including Placement Agent Fees)
|
$
|
922,750
|
||
Net
Proceeds
|
$
|
17,249,250
|
Premium for
Investor
Conversion
($1.21/share)
|
Discount for
Company’s
Installment Payment
in Shares
($0.09704/per share)
|
||||||
Total
Gross Proceeds Payable to Company in the Current Transaction (1)
|
$
|
72,275,000
|
72,275,000
|
||||
All
Payments that have been made or may be required to be made by Company
until Maturity (2)
|
$
|
14,847,733
|
14,847,733
|
||||
Net
Proceeds to Company Assuming Maximum Payments made by Company (3)
|
$
|
57,427,267
|
57,427,267
|
||||
Total
Possible Profit to the Investors (4)
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$
|
0
|
2,484,846
|
||||
Percentage
(%) of Payments and Profit over Net Proceeds (5)
|
25.85
|
%
|
30.18
|
%
|
|||
Percentage
(%) of Payments and Profit over Net Proceeds per year of Term (6)
|
17.24
|
%
|
20.12
|
%
|
(1)
|
Includes
gross proceeds payable to our company on the sale of the Notes in
the
amount of $20,650,000 and assumes full exercise of the Series A,
Series
A-1, Series B and Series C Warrants to yield an aggregate exercise
price
of $51,625,000. However, there is no assurance that any Warrants
will
actually be exercised.
|
(2)
|
Total
possible payments (excluding repayment of principal) payable by us
to the
Investors or their affiliates assuming the Notes remain outstanding
until
the maturity date and that interest is paid in cash. Assumes that
no
default redemption premium on the Notes will be applicable.
|
(3)
|
Total
net proceeds to us calculated by subtracting the result in footnote
(2)
from the results in footnote (1).
|
(4)
|
Total
possible profit to the Investors includes only the aggregate premium
or
discount to market price of the shares underlying the Notes as discussed
above under “Dollar Value of Underlying Securities and Potential Profits
on Conversion.”
|
(5)
|
Percentage
of the total possible payments to the Investors as calculated in
footnote
(2) plus profit calculated in footnote (4) compared to the net proceeds
disclosed in footnote (3).
|
(6)
|
Based
on 18-month term of the Notes.
|
• |
22,527,275
shares of common stock issuable upon conversion of, and as
interest
payments on, the Notes;
|
• |
6,309,275
shares of common stock issuable upon exercise of the Series
A Warrants
issued to the holders of the Notes;
and
|
• |
1,355,117
shares of common stock issuable upon exercise of some of the
Series A-1
Warrants issued to the holders of the
Notes
|
Name of Selling
Shareholder
|
Common
Stock Beneficially
Owned
Prior to the
Offering (1),(2)
|
Number of Shares
Offered by Selling
Shareholder (2),(3)
|
Common Stock
Owned Upon
Completion of
this Offering (2),(3)
|
Percentage of
Common
Stock Owned
Upon
Completion
of this
Offering (3)
|
|||||||||
Cranshire
Capital, L.P.(4)
|
6,899,463
|
6,146,629
|
(2)
|
5,368,538
|
3.77
|
%
|
|||||||
Smithfield
Fiduciary LLC(5)
|
23,586,175
|
8,605,279
|
(2)
|
7,104,272
|
4.99
|
%
|
|||||||
Iroquois
Master Fund Ltd.(6)
|
10,859,505
|
4,487,038
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(2)
|
6,372,467
|
4.48
|
%
|
|||||||
Iroquois
Capital Opportunity Fund,
LP(6)
|
2,975,207
|
1,229,326
|
(2)
|
1,745,881
|
1.23
|
%
|
|||||||
Portside
Growth and Opportunity
Fund(7)
|
6,744,759
|
2,458,651
|
(2)
|
4,286,108
|
3.01
|
%
|
|||||||
Rockmore
Investment Master Fund
Ltd.(8)
|
7,318,101
|
2,458,652
|
(2)
|
4,859,449
|
3.41
|
%
|
(1)
|
Includes
all shares beneficially owned by selling shareholder as of April
23,
2008.
|
(2)
|
Includes
shares of common stock issuable upon conversion of, and as interest
payments on, the Notes and shares of common stock issuable upon
exercise
of the Series A and Series A-1 Warrants. The Notes and Series A
and Series
A-1 Warrants contain conversion and exercise limitations providing
that a
holder thereof may not convert or exercise (as the case may be)
- and that
Generex shall not effect any conversion of a Note or otherwise
convert any
installment payment and accrued interest under a Note into shares
of
common stock - to the extent (but only to the extent) that, if
after
giving effect to such conversion or exercise (as the case may be),
the
holder or any of its affiliates would beneficially own in excess
of 4.99%
or 9.99%, as applicable (the “Maximum Percentage”) of the outstanding
shares of common stock immediately after giving effect to such
conversion
or exercise (as the case may be). To the extent the above limitation
applies, the determination of whether a Note or Warrant shall be
convertible (vis-à-vis other convertible, exercisable or exchangeable
securities owned by the holder) shall, subject to such Maximum
Percentage
limitation, be determined on the basis of the first submission
to Generex
for conversion, exercise or exchange (as the case may
be).
|
|
Accordingly,
the number of shares of common stock set forth in the table as
being
registered for a selling shareholder may exceed the number of shares
of
common stock that the selling shareholder could own beneficially
at any
given time through its ownership of the Notes and Warrants. Additionally,
for purposes of calculating the “Shares Owned After Sale of Registered
Shares,” the registered shares are being treated as though they were all
sold on the same day, and therefore because of the foregoing conversion
and exercise limitations, the number of shares reflected as being
owned
after the sale of the registered shares may be less than the shares
underlying other remaining Notes and Warrants, if any, held by
the selling
shareholder (including any Notes and Warrants issued in our the
March
Private Placement). The number of shares offered by the Selling
Shareholders in the table above reflects 100% of the shares issuable
upon
conversion of the Notes and as interest payments thereon and upon
the
exercise of the Series A Warrants and a portion of the Series A-1
Warrants; we are registering 120% of the number of shares issuable
pursuant to the Notes and the Series A Warrants, which is a good
faith
estimate of the maximum number of shares of common stock that may
be
issuable pursuant to the Notes and the Series A Warrants. In the
event
such additional shares become issuable the additional shares shall
be
allocated among the Selling Shareholders holding the Notes and
the Series
A Warrants proportionally with their holdings.
|
(3)
|
Assumes
that the shareholders dispose of all the shares of common stock covered
by
this prospectus and do not acquire or dispose of any additional shares
of
common stock. The selling shareholders are not representing, however,
that
any of the shares covered by this prospectus will be offered for
sale, and
the selling shareholders reserve the right to accept or reject, in
whole
or in part, any proposed sale of shares. On March 31, 2008, we entered
into a Registration Rights Agreement with the selling shareholders
listed
above. See the section of this prospectus entitled “DESCRIPTION OF PRIVATE
PLACEMENT AND CONVERTIBLE NOTES.” Under the Registration Rights Agreement,
we are required to file a resale registration statement for the shares
underlying the Notes and Warrants to enable the resale of such shares
by
the selling shareholders on a delayed or continuous basis under Rule
415
of the Securities Act. Pursuant to the terms of the Notes, we also
may
make installment and interest payments with shares of our common
stock.
|
(3)
|
Assumes
that the shareholders dispose of all the shares of common stock
covered by
this prospectus and do not acquire or dispose of any additional
shares of
common stock. The selling shareholders are not representing,
however, that
any of the shares covered by this prospectus will be offered
for sale, and
the selling shareholders reserve the right to accept or reject,
in whole
or in part, any proposed sale of shares. On March 31, 2008, we
entered
into a Registration Rights Agreement with the selling shareholders
listed
above. See the section of this prospectus entitled “DESCRIPTION OF PRIVATE
PLACEMENT AND CONVERTIBLE NOTES.” Under the Registration Rights Agreement,
we are required to file a resale registration statement for the
shares
underlying the Notes and Warrants to enable the resale of such
shares by
the selling shareholders on a delayed or continuous basis under
Rule 415
of the Securities Act. Pursuant to the terms of the Notes, we
also may
make installment and interest payments with shares of our common
stock.
|
(4)
|
Downsview
Capital, Inc. (“Downsview”) is the general partner of Cranshire Capital,
L.P. (“Cranshire”) and consequently has voting control and investment
discretion over securities held by Cranshire. Mitchell P. Kopin
(“Mr.
Kopin”), President of Downsview, has voting control over Downsview.
As a
result, each of Mr. Kopin, Downsview and Cranshire may be deemed
to have
beneficial ownership (as determined under Section 13(d) of the
Securities
Exchange Act of 1934, as amended) of the shares owned by Cranshire
which
are being registered hereunder.
Includes
(i) 1,324,106 shares of common stock, (ii) 4,132,231 shares of
common
stock issuable upon conversion of a Senior Secured Convertible
Note (the
“Note”), (iii) 170,068 shares of common stock issuable upon exercise
of a
warrant (the “Warrant”) and (iv) 1,273,058 shares of common stock issuable
upon exercise of a Series A Warrant (the “Series A Warrant”), in each
case, held by Cranshire, which determination is based on (1)
111,675,275
shares of common stock issued and outstanding as of March 31,
2008, plus
(2) (A) 4,132,231 shares of common stock issuable upon conversion
of the
Note, (B) 170,068 shares of common stock issuable upon exercise
of the
Warrant and (C) 1,273,058 shares of common stock issuable upon
exercise of
the Series A Warrant, in each case, held by Cranshire. Excludes
(x) an
aggregate of 3,874,363 shares of Common Stock issuable upon exercise
of
warrants held by Cranshire because each of such warrants contain
a blocker
provision under which the holder thereof does not have the right
to
exercise such warrants to the extent that such exercise would
result in
beneficial ownership by the holder thereof, together with its
affiliates,
of more than 4.99% or 4.999% (as the case may be) of the shares
of common
stock outstanding after giving effect to such exercise and (y)
an
aggregate of 9,057,519 shares of common stock issuable upon exercise
of
warrants held by Cranshire (that were acquired on March 31, 2008)
because
each of such warrants is not exercisable until the six month
and one day
anniversary of the issuance date thereof (which was March 31,
2008) (each
of such warrants also contain a blocker provision under which
the holder
thereof does not have the right to exercise such warrants to
the extent
that such exercise would result in beneficial ownership by the
holder
thereof, together with its affiliates, of more than 9.99% of
the shares of
common stock outstanding after giving effect to such exercise).
Without
such blocker provisions (and assuming the warrants described
in clause (y)
are currently exercisable), each of Mr. Kopin, Downsview and
Cranshire
would be deemed to beneficially own 19,831,345 shares of common
stock.
|
(5)
|
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 disclaims beneficial
ownership of the securities held by Smithfield Fiduciary LLC.
Shares of
common stock beneficially owned prior to the offering includes
all shares
of common stock issuable upon conversion of, and as interest
payments on,
the Notes and shares of common stock issuable upon exercise
of the
Warrants without regard to the blocker provisions as described
in footnote
2 and exercise limitations on certain Warrants. Shares of common
stock
owned upon completion of the offering does not include 7,876,624
shares of
common stock issuable upon exercise of warrants held by Smithfield
because
each of such warrants contains a blocker provision under which
the holder
thereof does not have the right to exercise such warrants to
the extent
that such exercise would result in beneficial ownership by
the holder
thereof, together with its affiliates, of more than 4.99% of
the shares of
common stock outstanding after giving effect to such exercise
|
(6)
|
Joshua
Silverman, indirectly through respective investment management
companies,
has voting control and investment discretion over securities
held by
Iroquois Master Fund Ltd. and Iroquois Capital Opportunity Fund,
LP. Mr.
Silverman disclaims beneficial ownership of the shares held by
Iroquois
Master Fund Ltd. and Iroquois Capital Opportunity Fund, LP. Iroquois
Capital, LP, an affiliated investment fund of Iroquois Master
Fund Ltd.
and Iroquois Capital Opportunity Fund, LP beneficially owns 3,087,597
shares of our common stock. Shares of common stock beneficially
owned
prior to the offering includes all shares of common stock issuable
upon
conversion of, and as interest payments on, the Notes and shares
of common
stock issuable upon exercise of the Warrants without regard to
the blocker
provisions as described in footnote 2 and exercise limitations
on certain
Warrants.
|
(7)
|
Ramius
LLC (“Ramius”) 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
disclaims
beneficial ownership of these securities. C4S & Co., L.L.C. (“C4S”) is
the managing member of Ramius and may be considered the beneficial
owner
of any securities deemed to be beneficially owned by Ramius.
C4S disclaims
beneficial ownership of these securities. Peter A. Cohen, Morgan
B. Stark,
Thomas W. Strauss and Jeffrey M. Solomon are the sole managing
members of
C4S and may be considered beneficial owners of any securities
deemed to be
beneficially owned by C4S. Messrs. Cohen, Stark, Strauss and
Solomon
disclaim beneficial ownership of these securities. Shares of
common stock
beneficially owned prior to the offering includes all shares
of common
stock issuable upon conversion of, and as interest payments on,
the Notes
and shares of common stock issuable upon exercise of the Warrants
without
regard to the blocker provisions as described in footnote 2 and
exercise
limitations on certain Warrants.
|
(8)
|
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 April 23, 2008 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. Shares of common stock beneficially owned prior to the
offering
includes all shares of common stock issuable upon conversion
of, and as
interest payments on, the Notes and shares of common stock issuable
upon
exercise of the Warrants without regard to the blocker provisions
as
described in footnote 2 and exercise limitations on certain
Warrants.
|
· |
on
any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of
sale;
|
· |
in
the over-the-counter market;
|
· |
in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
|
· |
through
the writing of options, whether such options are listed on an options
exchange or otherwise;
|
· |
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;
|
· |
short
sales made after the date the Registration Statement is declared
effective
by the SEC, subject to any applicable limitations on short sales
contained
in any agreement between a selling shareholder and the
Company;
|
· |
sales
pursuant to Rule 144;
|
· |
broker-dealers
may agree with the selling shareholder to sell a specified number
of such
shares at a stipulated price per
share;
|
· |
a
combination of any such methods of sale;
and
|
· |
any
other method permitted pursuant to applicable
law.
|
|
•
|
|
our
Annual Report on Form 10-K for the fiscal year ended July 31,
2007, filed with the SEC on October 15,
2007;
|
|
•
|
|
Amendment
No. 1 to our Annual Report on Form 10-K for the fiscal year ended
July 31,
2007, filed with the SEC on November 28, 2007;
|
|
•
|
|
Amendment
No. 2 to our Annual Report on Form 10-K for the fiscal year ended
July 31,
2007, filed with the SEC on March 13, 2008;
|
|
•
|
|
our
Quarterly Report on Form 10-Q for the quarter ended October 31, 2007,
filed with the SEC on December 7,
2007;
|
|
•
|
|
our
Quarterly Report on Form 10-Q for the quarter ended January 31, 2008,
filed with the SEC on March 11, 2008;
|
|
•
|
|
our
Quarterly Report on Form 10-Q for the quarter ended April 30, 2008,
filed
with the SEC on June 9, 2008;
|
|
•
|
|
our
Current Reports on Form 8-K filed with the SEC on August 23, 2007,
December 5, 2007, March 14, 2008, April 2, 2008, May 1, 2008, May
9, 2008
and May 29, 2008;
|
|
•
|
|
our
definitive Proxy Statement filed with the SEC on April 23, 2008 in
connection with our 2008 Annual Meeting of Stockholders;
and
|
|
•
|
|
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 update the description.
|
$
|
1,245.86
|
|||
Printing
and Engraving Expenses
|
$
|
1,000.00
|
||
Accountants’
Fees and Expenses
|
$
|
10,000.00
|
||
Legal
Fees and Expenses
|
$
|
25,000.00
|
||
Miscellaneous
|
$
|
1,000.00
|
||
Total
Expenses
|
$
|
38,245.86
|
GENEREX BIOTECHNOLOGY CORPORATION
|
|
|
|
By: /s/ Anna
E. Gluskin
|
|
|
|
Anna
E. Gluskin
President
and Chief Executive Officer
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Anna E. Gluskin
|
|
President,
Chief Executive Officer
|
|
|
Anna
E. Gluskin
|
|
And
Director
|
|
July
24, 2008
|
|
|
|
|
|
/s/
Rose C. Perri
|
|
Chief
Financial Officer,
|
|
|
Rose
C. Perri
|
|
Chief
Operating Officer and Director
|
|
July
24, 2008
|
|
|
|
|
|
*
|
|
Director
|
|
July
24, 2008
|
John
Barratt
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July
24, 2008
|
Brian
T. McGee
|
|
|
|
|
*
|
|
Director
|
|
July
24, 2008
|
Nola
E. Masterson
|
|
|
|
|
/s/
Slava Jarnitskii
|
|
Controller
|
|
July
24, 2008
|
Slava
Jarnitskii
|
|
|
|
|
*By:
|
|
/S/ Anna
E.
Gluskin
|
|
Anna
E. Gluskin
Attorney-in-Fact
|
Exhibit
Number
|
Description
of Document
|
|
4.1(1)
|
Securities
Purchase Agreement, dated as of March 31, 2008 among the Registrant
and
each of the purchasers named therein
|
|
4.2(2)
|
Form
of 8% Secured Convertible Note, as amended
|
|
4.3(2)
|
Form
of Series A Warrant, as amended
|
|
4.4(2)
|
Form
of Series A-1 Warrant, as amended
|
|
4.5(2)
|
Form
of Series B Warrant, as amended
|
|
4.6(2)
|
Form
of Series C Warrant, as amended
|
|
4.7(1)
|
Registration
Rights Agreement, dated March 31, 2008, among Registrant and each
of the
purchasers under Securities Purchase Agreement
|
|
4.8(1)
|
Security
Agreement
|
|
4.9(1)
|
Form
of Guaranty
|
|
5
|
|
Opinion
of Eckert Seamans Cherin & Mellott, LLC
|
|
|
|
23.1
|
|
Consent
of Danziger Hochman Partners LLP
|
|
|
|
23.2
|
|
Consent
of BDO Dunwoody LLP
|
|
|
|
23.3
|
|
Consent
of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit
5)
|
(1)
|
Previously
filed as exhibits to the Registrant’s Form 8-K filed April 1,
2008
|
(2)
|
Previously
filed as exhibits to the Registrant’s Form S-3 (File No. 333-150562) filed
on April 30, 2008.
|