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EX-99.1 - EXHIBIT 99.1 - GENEREX BIOTECHNOLOGY CORPex99_1.htm
EX-10.1 - EXHIBIT 10.1 - GENEREX BIOTECHNOLOGY CORPex10_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 27, 2018

 

GENEREX BIOTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   000-29169   98-0178636

(State or other jurisdiction of

incorporation)

  (Commission File Number)   (I.R.S Employer Identification No.)

 

10102 USA Today Way, Miramar, Florida   33025
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (416) 364-2551

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

On November 27, 2018, Generex Biotechnology Corporation (the “Company”) and Olaregen Therapeutix Inc. (“Olaregen”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Olaregen for a total consideration of twelve million dollars ($12,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition"). The following is a summary of the material terms and conditions of the LOI.

 

Consideration for Proposed Acquisition

 

The Company will purchase newly issued shares of the Olaregen common stock representing 51% percent of the issued and outstanding capital stock of Olaregen (“Olaregen Shares”).

 

In addition to $400,000 paid to Olaregen upon signing of the LOI, the purchase price for the Olaregen Shares will consist of the following cash payments:

 

  • $800,000 on or before December 31, 2018.
  • $800,000 on or before January 1, 2019.
  • $3,000,000 on or before February 28, 2019.
  • $1,000,000. On or before May 31, 2019.
  • $6,000,000.00 on or before September 30, 2019.

In the event that Generex fails to pay the installment due on September 30, 2019, Generex will forfeit the shares allocated to that installment (1,600,000 Olargeren shares) and the Olaregen will be entitled to “claw back” fifty percent (50%) of any and all shares paid for by the prior payments.

 

In the event Generex does not make either or both of the fourth and fifth payments, its share ownership of Olaregen will be proportionately reduced.

 

Financial Statement Condition

 

  • Olaregen is required to deliver, within sixty (60) calendar days of the Closing Date, its audited financial statements required by SEC regulations. In the event that the financial statements are not timely delivered, Generex will have the option to rescind the transaction, in which event all payments made prior to such rescission will be repaid by Olaregen to Generex. In addition, if Generex rescinds the truncation on this basis, Generex will receive an undivided twenty percent (20%) interest in Olaregen’s intellectual property.

Conditions to Closing

 

  • The Company and Olaregen will agree to a formal written agreement for the transaction containing customary industry standard terms and conditions.
  • Olaregen and the Company are each satisfied with their due diligence investigation of the other.
  • The Olaregen’ stockholders shall approve amendments to its Articles of Incorporation and Shareholders Agreement necessary to reflect the terms of the transaction.

Post-Closing Management

 

The LOI contemplates a Olaregen Board of seven individuals composed of

 

•         Anthony Dolisi, Chairman of the Board, President & Chief Executive Officer of the Company;

 

•         one appointee of Olargeren stockholders;

 

•         Joseph Moscato, Generex President & Chief Executive Officer;

 

•         one appointee of Generex;

 

•         one appointee of the Preferred A Holders in accordance with the Investor Rights Agreement; and

 

•         two independent directors agreed upon by the Company and the Purchaser.

 

Item 7.01 Regulation FD Disclosure.

 

On November 29, 2018 the Company issued a press release regarding the Olaregen LOI. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

The foregoing information in Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 7.01 of this Current Report on Form 8-K.

 

By filing this Current Report on Form 8-K and furnishing this information, Generex makes no admission as to the materiality of Item 7.01 in this report. Generex undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

Forward-Looking Statements

Statements in this report may contain certain forward-looking statements. All statements included concerning activities, events or developments that the Generex expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Known risks and uncertainties also include those identified from time to time in the reports filed by Generex with the Securities and Exchange Commission, which should be considered together with any forward-looking statement. No forward-looking statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements. Generex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Generex cannot be sure when or if it will be permitted by regulatory agencies to undertake additional clinical trials or to commence any particular phase of clinical trials. Because of this, statements regarding the expected timing of clinical trials or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act. Additional information on these and other risks, uncertainties and factors is included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

The list of exhibits called included in this Current Report is incorporated by reference to the Exhibit Index filed with this report.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    GENEREX BIOTECHNOLOGY CORPORATION.
   
Date: November 30, 2018   /s/ Joseph Moscato
    Joseph Moscato
    President and CEO

 

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Exhibit Index

 

Exhibit No.   Description
10.1  

Letter of Intent by and between Olaregen Corporation and Generex Biotechnology Corporation effective November 28, 2018.

99.1  

Press Release dated November 29, 2018

 

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