Generex 8K out on Veneto payment. http://secfil
Post# of 36537
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Posted On: 01/22/2019 4:38:39 PM
Generex 8K out on Veneto payment.
http://secfilings.com/searchresultswide.aspx?...d=13164243
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on November 1, 2018 a subsidiary of Generex Biotechnology Corporation (“ Generex ”) has completed the acquisition of certain operating assets of Veneto Holdings, L.L.C. and its affiliates (“ Veneto ”). The subsidiary issued to Veneto a Promissory Note (the “ Note ”) in the principal amount of $35,000,000 payable on January 15, 2019. On January 15, 2019, the Generex, its subsidiary, Veneto and the equity owners of Veneto entered into an Amendment Agreement (the “ Amendment ”) restructuring payment of the Note as follows:
•
Payment of $15,750,000 by delivery of Generex common stock, initially valued at $2.50 per share.
•
If, on the first to occur of (i) the ninetieth (90 th ) day after closing under the Amendment and (ii) the effective date of a registration statement filed with the SEC including the Generex shares pursuant to the Amendment, the average volume weighted average price (“VWAP”) of Generex common stock for the preceding five (5) trading days is less than $2.50 share, Generex will deliver additional Generex Shares such that the aggregate number of shares delivered under this Agreement equals $15,750,000 ÷ such average VWAP.
•
The remainder of the principal and interest under the Note shall be payable on April 15, 2019; provided that on that maturity date, Veneto shall have the option of (i) payment of principal and interest in cash and (ii) payment of principal and interest by Generex’s delivery of Generex Shares valued at $2.50 per share.
•
All Generex shares issued pursuant to the Amendment will be delivered pro rata to the six equity owners of Veneto as distributions from Veneto
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In addition, the equity owners of Veneto will have options to purchase an aggregate 1,500,000 shares of Generex common stock at $2.50 per share.
•
All Generex stock delivered pursuant to the Amendment will be outstanding shares held by four Generex shareholders who have agreed to make their shares for Generex’s benefit, and therefore will not increase the outstanding shares.,
Other provisions of the Amendment include:
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Generex will deliver to Veneto shares in Generex’s subsidiary, Antigen Express, Inc.
•
As no cash is being paid at this time, the for an escrow of $3,000,000 of proceeds paid by Generex for the Veneto assets has been deleted.
http://secfilings.com/searchresultswide.aspx?...d=13164243
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on November 1, 2018 a subsidiary of Generex Biotechnology Corporation (“ Generex ”) has completed the acquisition of certain operating assets of Veneto Holdings, L.L.C. and its affiliates (“ Veneto ”). The subsidiary issued to Veneto a Promissory Note (the “ Note ”) in the principal amount of $35,000,000 payable on January 15, 2019. On January 15, 2019, the Generex, its subsidiary, Veneto and the equity owners of Veneto entered into an Amendment Agreement (the “ Amendment ”) restructuring payment of the Note as follows:
•
Payment of $15,750,000 by delivery of Generex common stock, initially valued at $2.50 per share.
•
If, on the first to occur of (i) the ninetieth (90 th ) day after closing under the Amendment and (ii) the effective date of a registration statement filed with the SEC including the Generex shares pursuant to the Amendment, the average volume weighted average price (“VWAP”) of Generex common stock for the preceding five (5) trading days is less than $2.50 share, Generex will deliver additional Generex Shares such that the aggregate number of shares delivered under this Agreement equals $15,750,000 ÷ such average VWAP.
•
The remainder of the principal and interest under the Note shall be payable on April 15, 2019; provided that on that maturity date, Veneto shall have the option of (i) payment of principal and interest in cash and (ii) payment of principal and interest by Generex’s delivery of Generex Shares valued at $2.50 per share.
•
All Generex shares issued pursuant to the Amendment will be delivered pro rata to the six equity owners of Veneto as distributions from Veneto
•
In addition, the equity owners of Veneto will have options to purchase an aggregate 1,500,000 shares of Generex common stock at $2.50 per share.
•
All Generex stock delivered pursuant to the Amendment will be outstanding shares held by four Generex shareholders who have agreed to make their shares for Generex’s benefit, and therefore will not increase the outstanding shares.,
Other provisions of the Amendment include:
•
Generex will deliver to Veneto shares in Generex’s subsidiary, Antigen Express, Inc.
•
As no cash is being paid at this time, the for an escrow of $3,000,000 of proceeds paid by Generex for the Veneto assets has been deleted.
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Disclaimer: Of course, all of this is my opinion and you should not make any investment decisions based on my opinion. I have not received any non-public information.
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