Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Filed
by the Registrant ý
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Filed
by a Party other than the Registrant ¨
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential, For use of the
Commission only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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GENEREX BIOTECHNOLOGY
CORPORATION
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(Name
of Registrant as Specified In Its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2) Aggregate
number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed
maximum aggregate value of transaction:
5) Total
fee paid:
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paid previously with preliminary
materials.
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Generex
Announces Approval of Adjournment Proposal and Adjourned Special Meeting
Date
WORCESTER, MA, September 17,
2010 (PrNewsWire) – Generex Biotechnology Corporation (NasdaqCM: GNBT,
www.generex.com) today announced that it convened a special meeting of
stockholders (the “Special Meeting”) on September 17, 2010 at 10:00 a.m.
(local time) at the Meeting Rooms, Westin Harbour Castle Hotel, 1 Harbour
Square, Toronto, Ontario Canada M5J 1A6. The Special Meeting was
called to approve an amendment to Generex’s Restated Certificate of
Incorporation (i) to effect a reverse stock split of the common stock, at an
exchange ratio of not less than 1-for-2 and not more than 1-for-10 at any time
prior to September 16, 2011 (the implementation of the reverse stock split,
ratio and timing of which will be subject to the discretion of the Board of
Directors), and (ii) following the reverse stock split, if implemented, to
reduce the number of authorized shares of common stock from 750,000,000 to
500,000,000 unless the Board of Directors utilizes a ratio of not more than
1-for-2, in which case, the number of authorized shares of common stock will be
maintained at 750,000,000.
As
previously announced, the only proposal submitted for the stockholders’
consideration at the Special Meeting, prior to its adjournment, was the proposal
to adjourn the Special Meeting to a later date to allow Generex to solicit
additional proxies for the reverse stock split proposal described above (the
“Adjournment Proposal”). The Adjournment Proposal was approved by more than a
majority of shares of Generex common stock present, in person or represented by
proxy, at the Special Meeting and entitled to vote on the Adjournment
Proposal.
As a
result of the approval of the Adjournment Proposal by Generex’s stockholders,
the Special Meeting has been adjourned until Friday, October 15, 2010, at
10:00 a.m. (local time), at the Meeting Rooms, Westin Harbour Castle Hotel, 1
Harbour Square, Toronto, Ontario Canada M5J 1A6. The record date for
the Special Meeting remains August 17, 2010.
Generex
cautions stockholders that there can be no assurance that the adjournment of the
Special Meeting will result in Generex obtaining a sufficient number of votes in
favor of the above-mentioned reverse stock split proposal. Nor can
there be any assurance that the reverse stock split, if implemented, will have
the desired effect of sufficiently raising the common stock price to meet The
Nasdaq Capital Market's $1.00 minimum bid price requirement for continued
listing.
The Board
of Directors of Generex has not withdrawn, modified or qualified its unanimous
recommendation that the stockholders of Generex vote “FOR”
the reverse stock split proposal.
Generex
has filed with the SEC a definitive proxy statement dated August 23, 2010,
as revised on August 27, 2010, and other relevant materials in
connection with the special meeting. Investors and security holders
are urged to read the definitive proxy statement and other relevant materials
filed by Generex with the SEC carefully because they contain important
information about the proposed reverse stock split. Investors and security
holders may obtain free copies of the definitive proxy statement and other
documents filed with the SEC by Generex through the Web site maintained by the
SEC at http://www.sec.gov. In addition, investors and security holders will be
able to obtain, without charge, a copy of the definitive proxy statement from
Generex by submitting a written request to the Secretary of Generex at Generex
Biotechnology Corporation, 33 Harbour Square, Suite 202, Toronto, Ontario,
Canada M5J 2G2, by calling 305-918-7000 or via the Internet at
www.generex.com/proxy.
About
Generex Biotechnology Corporation
Generex
is engaged in the research, development and commercialization of drug delivery
systems and technologies. Generex has developed a proprietary
platform technology for the delivery of drugs into the human body through the
oral cavity (with no deposit in the lungs). Generex's proprietary
liquid formulations allow drugs typically administered by injection to be
absorbed into the body by the lining of the inner mouth using Generex's
proprietary RapidMist™ device. Generex's flagship product, buccal
insulin (Generex Oral-lyn™), which has been approved in India, Lebanon, Algeria,
and Ecuador for the treatment of subjects with Type-1 and Type-2 diabetes, is in
Phase III clinical trials at several sites around the world. Antigen Express,
Inc. is a wholly owned subsidiary of Generex. The core platform
technologies of Antigen Express comprise immunotherapeutics for the treatment of
malignant, infectious, allergic, and autoimmune diseases. For more
information, visit the Generex website at www.generex.com or
the Antigen Express website at www.antigenexpress.com. Information
contained in, or accessible through, the websites of Generex or Antigen Express
is not incorporated herein and is not a part of the proxy soliciting material.
Safe
Harbor Statement
This
release and oral statements made from time to time by Generex representatives in
respect of the same subject matter may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements can be identified by
introductory words such as “expects,” “plans,” “intends,” “believes,” “will,”
“estimates,” “forecasts,” “projects,” or words of similar meaning, and by the
fact that they do not relate strictly to historical or current
facts. Forward-looking statements frequently are used in discussing
potential product applications, potential collaborations, product development
activities, clinical studies, regulatory submissions and approvals, and similar
operating matters. Many factors may cause actual results to differ from
forward-looking statements, including inaccurate assumptions and a broad variety
of risks and uncertainties, some of which are known and others of which are
not. Known risks and uncertainties include those identified from time
to time in the reports filed by Generex with the Securities and Exchange
Commission, which should be considered together with any forward-looking
statement. No forward-looking statement is a guarantee of future
results or events, and one should avoid placing undue reliance on such
statements. Generex undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Generex cannot be sure when or if it will be
permitted by regulatory agencies to undertake additional clinical trials or to
commence any particular phase of clinical trials. Because of this,
statements regarding the expected timing of clinical trials cannot be regarded
as actual predictions of when Generex will obtain regulatory approval for any
“phase” of clinical trials. Generex claims the protection of the safe
harbor for forward-looking statements that is contained in the Private Securities Litigation Reform
Act.
Investor
Relations Contact:
American
Capital Ventures, Inc.
Howard
Gostfrand
1-877-918-0774
Media
Contact:
Beckerman
Public Relations
Christina
Brozek
201-452-4849