UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
GENEREX BIOTECHNOLOGY CORPORATION
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
371485103
(CUSIP Number)
February 9, 2017
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s)
Page 1 of 5 Pages
| CUSIP No. 371485103 | 13G | Page 2 of 5 Pages |
1. NAMES OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Capital Anstalt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION – Liechtenstein
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 98,801,193 shares of Common Stock *
6. SHARED VOTING POWER – None
7. SOLE DISPOSITIVE POWER – 98,801,193 shares of Common Stock *
8. SHARED DISPOSITIVE POWER – None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 98,801,193 shares of Common Stock *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒
The aggregate amount in row 9 represents the maximum amount of shares that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of the Reporting Person’s securities would exceed this limitation.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% **
12. TYPE OF REPORTING PERSON
CO
* Based on a number of outstanding equal to 989,000,931 shares as of February 15, 2017.
| CUSIP No. 371485103 | 13G | Page 3 of 5 Pages |
ITEM 1 (a) NAME OF ISSUER: Generex Biotechnology Corporation, a Delaware corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4145 North Service Road, Suite 200, Burlington, Ontario, L7L 6A3, Canada
ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Lettstrasse 32, 9490 Vaduz, Liechtenstein
ITEM 2 (c) CITIZENSHIP: Liechtenstein
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value
ITEM 2 (e) CUSIP NUMBER: 371485103
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 98,801,193 shares of Common Stock *
(b) PERCENT OF CLASS: 9.99% **
** Pursuant to a Right to Shares Agreement, the Reporting Person agreed to convert all of its preferred shares into the Company’s Common Stock subject to a 4.99% blocker provision (“Beneficial Ownership Limitation”). From and after 61 days after the date of the Right to Shares Agreement, the Beneficial Ownership Limitation shall be increased from 4.99% to 9.99%. Warrant Shares issuable to the Reporting Person pursuant to a cashless exercise of all of its Warrants as offered by the Company to and accepted by the Reporting Person (as well as all Warrantholders) are subject to the same Beneficial Ownership Limitation.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
98,801,193 shares of Common Stock *
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
98,801,193 shares of Common Stock *
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0 Shares
| CUSIP No. 371485103 | 13G | Page 4 of 5 Pages |
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
| CUSIP No. 371485103 | 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 16, 2017 | ||
| (Date) | ||
| /s/ Konrad Ackerman | ||
| (Signature) | ||
| Konrad Ackerman, Director | ||
| (Name/Title) |