March 1, 2019
Joseph Moscato
President and Chief Executive Officer
Generex Biotechnology Corp
10102 USA Today Way
Miramar, FL 33025
Re: Generex Biotechnology Corp
Form 10-K for the Fiscal Year Ended July 31, 2018
Filed October 26, 2018
Form 8-K/A Dated October 3, 2018
Filed December 19, 2018
File No. 000-25169
Dear Mr. Moscato:
We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 8-K/A Dated December 19, 2018
Exhibit 99.2
Report of Independent Accountants, page 3
1. We note your auditor's reference to a predecessor auditor for the fiscal
year ended
December 31, 2016. Please provide the signed audit report of the
predecessor auditor
referenced therein as required under Article 2 of Regulation S-X or tell
us why such report
is not required. If you are unable to obtain a reissued audit report, you
must engage
another accountant to reaudit the financial statements.
Consolidated Financial Statements, page 4
2. An otherwise private company meets the definition of a public business
entity as outlined
in ASU 2013-12 if its financial statements are included or required to be
included in an
Joseph Moscato
Generex Biotechnology Corp
March 1, 2019
Page 2
SEC filing. As Veneto's financial statements were required to be
included in this Form 8-
K/A pursuant to Rule 8-04 of Regulation S-X, it meets the definition
of a public business
entity. As such, Veneto is ineligible to use private company
exceptions and alternatives
issued by the FASB. For example, we note that Veneto amortizes
goodwill, as permitted
by U.S. GAAP for private companies. Please amend your Form 8-K/A to
include audited
and unaudited financial statements that comply with U.S. GAAP
applicable to public
business entities. Refer to paragraph BC12 of ASU 2013-12.
Exhibit 99.3
Notes to the Unaudited Pro Forma Combined Financial Information
4. Intangibles, net, page 4
3. You state that tradenames and trademarks were not valued as tradenames
and trademarks
will not be maintained going forward. Please tell us how this
accounting complies with
ASC 805-20-30-6, which requires the acquirer to fair value the
nonfinancial asset
assuming its highest and best use by market participants.
5. Pro Forma Adjustments, page 5
4. You state on page 1 that certain assets and liabilities were excluded
from the acquisition
of Veneto Holdings and adjust for these items under pro forma
adjustment (B). Please tell
us the amount and nature of these items and whether there were any
operations of Veneto
Holdings that were not acquired.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Keira Nakada at 202-551-3659 or Sharon Blume at
202-551-3474 with
any questions.
FirstName LastNameJoseph Moscato Sincerely,
Comapany NameGenerex Biotechnology Corp
Division of
Corporation Finance
March 1, 2019 Page 2 Office of
Healthcare & Insurance
FirstName LastName