UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment # 1 to
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2019
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
4145 North Service Rd, Suite 200, Burlington, Ontario Canada L7L 6A3
(Former name or former address, if changed since last report.)
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)) |
| 1 |
Generex Biotechnology Corporation
Form 8-K/A
Amendment to Current Report on Form 8-K dated January 11, 2019
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K is being filed by Generex Biotechnology Corporation (“Generex”) for the purpose of amending and supplementing Item 9.01 of the Current Report on Form 8-K originally filed by Generex with the Securities and Exchange Commission (“SEC”) dated January 7, 2019, filed on January 11, 2019 (the “Original Form 8-K”) in connection with the consummation of Acquisition Agreement with the equity owners of Regentys Corporation (“Regentys”) to acquire a majority of the equity interests in Regentys.
As indicated in the Original Form 8-K, this Amendment No. 1 to Current Report on Form 8-K is being filed to provide the information required by Item 9.01(a) and (b) of Form 8-K and Rule 3-05(b) of Regulation S-X that was not previously filed with the Original Form 8-K, as permitted by the rules of the SEC.
| (a) | Financial Statements of Business Acquired |
| The audited financial statements of Regentys Corporation for the years ended December 31, 2017 and 2016, including the report of BDO, USA LLP, and accompanying notes thereto, are filed as Exhibit 99.1 to this Amendment No. 1. | |
| The unaudited financial statements of Regentys Corporations for the nine (9) months ended September 30, 2018 and 2017, and accompanying notes thereto, are filed as Exhibit 99.2 to this Amendment No. 1. | |
| (b) | Unaudited Pro Forma Condensed Combined Financial Information |
| Unaudited pro forma condensed combined balance sheet as of October 31, 2018 and unaudited pro forma condensed combined statement of operations for the year ended July 31, 2018 and the three (3) months ended October 31, 2018, and accompanying notes thereto, are filed as Exhibit 99.3 to this Amendment No. 1 | |
| (d) | Exhibits |
| Item No- | Description | |
| 10.1 | Stock Purchase Agreement between Regentys Corporation and Generex Biotechnology Corporation as of January 7, 2019.* | |
| 10.2 | Promissory Note issued by Generex Biotechnology Corporation to Regentys Corporation.* | |
| 10.3 | Pledge and Security Agreement between Generex Biotechnology Corporation and Regentys Corporation.* | |
| 10.4 | Amended and Restated Shareholders Agreement of Regentys Corporation.* | |
| 10.5 | Management Services Agreement among Regentys Corporation and its officers.* | |
| 99.1 | Audited financial statements of Regentys Corporation for the years ended December 31, 2017 and 2016, including the report of BDO, USA LLP on such audited financial statements. | |
| 99.2 | Unaudited financial statements of Regentys Corporation for the nine (9) months ended September 30, 2018 and 2017. | |
| 99.3 | Unaudited pro forma condensed combined balance sheets as of October 31, 2018 and unaudited pro forma condensed statement of operations for the year ended July 31, 2018 and the three (3) months ended October 31, 2018. |
_________
* Previously filed with the Original Reports.
| 2 |
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: March 25, 2019 | /s/ Joseph Moscato |
| Joseph Moscato | |
| President and Chief Executive Officer |
| 3 |