Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 23, 2006
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
000-25169
|
98-0178636
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
|
|
33
Harbour Square, Suite 202, Toronto, Ontario Canada M5J
2G2
(Address
of Principal Executive Offices) (Zip
Code)
Registrant’s
telephone number, including area code: (416)
364-2551
N/A
(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 (see
General
Instruction A.2. below):
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))
Item
1.01. Entry
into a Material Definitive Agreement.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under
an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered
Sales of Equity Securities.
Item
3.03 Material
Modification to Rights of Security Holders.
On
January 23, 2006, the Company and four of its investors, Iroquios Capital,
LP,
Cranshire Capital, L.P., Smithfield Fiduciary, LLC and Omicron Master Trust
(“Investors”) amended the terms of outstanding warrants to purchase common stock
(“Warrants”) to accelerate their exercise date to January 23, 2006. These
Warrants consist of Warrants for 2,439,024 shares
issued on September 5, 2006, and initially exercisable on March 8, 2006, and
Warrants for 4,878,048 shares issued on December 5, 2006 and initially
exercisable beginning June 5, 2006. The Investors agreed to immediately exercise
100% of these warrants (for aggregate gross proceeds to the Company of
$6,000,000) in exchange for (a) the acceleration of the exercise period , and
(b) the issuance of additional warrants equal to 50% of the exercised Warrants
(an aggregate of 3,658,536 shares). The new warrants will have an exercise
price
of $1.60 per share and will be exercisable for five years from the date of
issuance.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
4.1
|
Form
of agreement to amend Warrants between the Company and the Investors
dated
January 23, 2006.
|
|
|
4.2
|
Form
of Warrant issued by Generex Biotechnology Corporation on January
23,
2006.
|
|
SIGNATURE
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 hereunto
duly authorized.
|
|
|
|
GENEREX
BIOTECHNOLOGY CORPORATION |
|
|
|
Dated:
January 23, 2006 |
By: |
/s/
Rose C.
Perri
|
|
Chief
Operating Officer and Chief Financial Officer (principal financial
officer) |
|
|
EXHIBIT
INDEX
4.1
|
Form
of agreement to amend Warrants between the Company and the Investors
dated
January 23, 2006.
|
|
|
4.2
|
Form
of Warrant issued by Generex Biotechnology Corporation on January
23,
2006.
|