SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
SEC File Number 000-25169
NOTIFICATION OF LATE FILING
(Check One): _X_ Form 10-K and Form 10-KSB ____ Form 11-K ____ Form 20-F
____ Form 10-Q and Form 10QSB ____ Form N-SAR
For Period Ended: July 31, 2004
---------------------------------------------------
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:______________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein. If the notification
relates to a portion of the filing checked above, identify the item(s)
to which the notification relates:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
Full name of registrant: Generex Biotechnology Corporation
--------------------------------------------------------
Former name if applicable
- --------------------------------------------------------------------------------
Address of principal executive office (Street and number)
33 Harbour Square, Suite 202
City, state and zip code Toronto, Ontario Canada M5J 2G2
----------------------------------------------
PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
X | (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
| on or before the 15th calendar day following the prescribed due date;
X | or the subject quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
We have been engaged with third parties in attempting to close certain
financing transactions, the terms of which have been substantially agreed upon,
but for which definitive agreements have not yet been signed. As a result of our
efforts in trying to close these transactions we have been unable to complete
our Annual Report on Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary A. Miller, Esq. 215 851-8472
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
X Yes No
--- ---
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
X Yes No
--- ---
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
We had a net loss of $18,362,583 for the year ended July 31, 2004
(fiscal 2004) compared to a net loss of $13,261,764 in the year ended July 31,
2003 (fiscal 2003). The net loss for fiscal 2004 and 2003 excludes $810,003 and
$764,154, respectively, in non-cash stock dividend on preferred shares. The
increase in our fiscal 2004 net loss resulted from an increase in research and
development expenses (to $8,522,984 from $5,150,075) and an increase in general
and administrative expenses (to $10,669,541 from $8,698,615). Our interest and
miscellaneous income (net of interest expense) in fiscal 2004 decreased to
$129,198 from $565,511 in fiscal 2003 due to decreases in our cash and
short-term investments and lower interest rates. We received higher income from
rental operations (net of expense) of $73,560 in fiscal 2004 compared to $20,790
in fiscal 2003. Because we are a development stage company, we have not
generated any revenues from the sale of our products, but have incurred
substantial expenses in the research and development of those products.
Accordingly, we rely heavily on public and private equity financing and certain
other sources to raise capital sufficient to meet our working capital
requirements. As a result of certain financing transactions we completed during
the fiscal years ended 2003 and 2004, we had cash and short term investments
(primarily notes of U.S. corporations) of approximately $14.7 million on July
31, 2003 versus approximately $5 million on July 31, 2004.
Generex Biotechnology Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 10/29/04 /s/ Anna Gluskin
------------------- ------------------------------
Name: Anna Gluskin
Title: CEO
Instruction. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.