Here is the conf call transcript from 2/26/19. ht
Post# of 36537
https://storage.googleapis.com/wzukusers/user...262019.pdf
Operator: We'll take our next question from Steve Frazier. Please go ahead.
Steve Frazier: Hey Joe, how are you?
Joseph Moscato: How are you, Steve?
Steve Frazier: I'm doing fine, sir. Hey, first off, let me just say thank you to the prior caller
for his service. I mean, without his service, we wouldn't have this opportunity
to be able to invest in a company like Generex. I do thank him for his service
there.
A question for you on the NuGenerex Immuno-Oncology dividends that we
just did. That you just did. I know you said 60 to 90 days, they're going to
hopefully be going public with that, and possibly through a merger.
As far as the current shares, the current holdings that we will have, is there
any way –? Is that going to show up anywhere on a brokerage? Or, is that just
a book entry form that's going to be held at Generex right now until it is a
publicly traded entity?
Joseph Moscato: All shareholders that are entitled to the dividend should be getting notices
from Broadridge. They will be held in book entry at Broadridge.
Shareholders will have an opportunity, if they want to get a certificate.
They will be able to get one. Or, they can leave it in a book entry. As soon as
we're able to get NuGenerex Immuno-Oncology public, you guys will all be
public day one, so with us.
Steve Frazier: Okay. I guess I was just making sure everybody knows. I was just making
sure everyone knows they're not going to see it in their brokerage accounts.
Anybody looking to see those shares in their brokerage accounts are not
going to actually see them there.
It's just the book entry item that they're entitled to right now. Then, it will
show up eventually when you go public.
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Joseph Moscato: Yeah, I mean, it's not only they will be entitled to them. They will be entitled
to the public shares. Right now, they are entitled to the private shares. Those
shares, you can request a certificate from Broadridge in the private company.
Steve Frazier: Yeah. I know. I understand that. I just know, they're not going to see it in
their brokerage accounts. They just want people to know that. As far as the
public company.
The company that you're looking to possibly do a merger with, are they a
publicly traded company now? Or, is it something that you guys would merge
with them and go public as a joint entity?
Joseph Moscato: They're a private company. They're deep in the management team. They have
some great synergies with our platforms. They have a bunch of platforms that
are unique and are in the real hot areas cancer research and immunotherapy.
We've been in discussions with them for a long time.
We're hopeful that we can consummate a deal with them, If not, NuGenerex
Immuno-Oncology is deep in its own platforms. We do have our
partnerships. We're looking to add other partnerships and IP.
Either way, we will be taking NuGenerex Immuno-Oncology public in the
coming month to a few months. We're excited about where we're going with
it.
Steve Frazier: Okay, yeah. I just wanted to find out if that other company was public or
private. It sounds like they're private right now, which is fine. Now, who is
Who received the NGIO shares?
I know it was going to be the existing shareholders that had the 26 million
shares that were out there. The 34 million shares that were being held in
pooled money were not getting the dividends. But, somewhere along the line,
I also heard that maybe the Veneto shares, the shares that were given to
Veneto to purchase them might also be entitled to the NGIO shares.
Were any of the other pooled shares entitled to it? Or, is it only those shares
that were getting the NGIO dividend?
Joseph Moscato: Whatever shares that we have…. Let me back up. As of today, we have made
pledges for stock in varying deals. Let's go back as far as when we acquired
HDS Hema Diagnostics, which is now NuGenerex Diagnostics.
Steve Frazier: Right.
Joseph Moscato: We paid 230,000 share back then to acquire that business. Now, that business
was owned by Steve Berman. Mr. Berman, he was a lot of those shares. He
has never picked those shares up yet from the transfer agent. I don't know.
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I don't know of anybody since I've taken over this company as CEO that
actually has been physically delivered one share of stock. Now, I have
pledged stock in deals. Let's go specific to the Veneto partners. Those
partners, we did a deal with for $15 million at $2.50 a share.
That comes out of the out of the pool. That pool is already factored into the
market. There are 60 million shares out in total for Generex. Our stock price
reflects the whole 60 billion today. They are receiving a little bit more than
six million shares.
I don't have the exact number. But, let's call it approximately six million
shares of stock. They haven't received that yet. They will receive it, but they
haven't received it. Yes.
Because they did the deal prior to the announcement of the dividend, they are
entitled for four for one. Six million, so break it into a quarter, it would be
about a 1.2 million. I guess.
Steve Frazier: A million.
Joseph Moscato: A 1.2 million or 1.3 million that they're entitled to?
Unidentified Male: It's 1.5, yeah.
Joseph Moscato: Okay. Yes. They are entitled to it. They will receive it
Steve Frazier: Okay,
Joseph Moscato: – Just like anyone else would that was pledged shares or was in
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entitled to it. Right?
Steve Frazier: Right, they wouldn't. But, is Generex themselves going to have those shares
internally. Or, are they just not going to be dividend out? In other words, if
you were dividending out, again, if you had 60 million shares.
Joseph Moscato: I'm not…. Steve, it's very simple.
Steve Frazier: Yeah.
Joseph Moscato: If you are not part of that date, on the record date, how can I dividend
someone's shares? I can't.
Steve Frazier: Okay. Or, I guess I'm not saying it clearly. If there are 60 million shares total,
okay. If 15 million shares of NGIO would be dividend, if it was on the full 60
million. Since they're not all out there, is Generex – are they doing the whole
15 million and keeping some of the shares themselves just for future?
It adds value to us for the shares of our GMBT that we own? That will add
value. Are there 15 million shares that were dividended out yesterday? But
held, some of them held by you guys?
Joseph Moscato: I don't. But hold by who? I'm not understanding.
Steve Frazier: By Generex, okay. Again, if there are 60 million shares….
Joseph Moscato: Yeah. Let's back up. All of the shares that NuGenerex Immuno-Oncology has
are Generex owned, all of them.
Steve Frazier: Right.
Joseph Moscato: I'm not going to dividend myself. I don't understand your question.
Steve Frazier: That's what I'm asking. You wouldn't? There won't be 15 million shares that
were dividend yesterday. It's going to be some number less than that.
Whatever it was between us and the Veneto?
Joseph Moscato: The Generex owns all the NuGenerex Immuno-Oncology shares. Let's call it.
Let's just say 100 million shares. Generex owns them all. There's no dividend
to Generex. We own all of the shares. We own 100 percent of the Company.
Steve Frazier: Correct –
Joseph Moscato: Alright.
Steve Frazier: – Except for this shares that you just dividend out to shareholders like me.
Joseph Moscato: Yes. That which will be less than – I believe it's less than 6% .
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Steve Frazier: Is it all going to be about less than 6% of the overall NGIO? Okay. Alright
Joseph Moscato: _____ [01:05:54].
Steve Frazier: I guess. Yeah. I was belaboring on this question there. I was just trying to get
the…. Yeah.
Joseph Moscato: If there is 100 million shares. Let's call it 100 million shares, or 200 million
shares. Whatever the actual number is. Because we still are structuring that.
Generex will own all of it All of those shares will sit on Generex's balance
sheet. If we have a $5.00 stock price when we go public, all of those shares'
value will be owned by Generex.
Steve Frazier: No. I think that's a total –
Joseph Moscato: That will be huge asset.
Steve Frazier: No. I totally understand that.
Joseph Moscato: That will be…. Okay.
Steve Frazier: That's whatever capital structure you end up putting together when you
finally decide to go public. I meant currently, there's 60 million Generex
shares outstanding.
Sixty million is what is out there. If there are 60 million out there, and you
did a one for every four, you issued basically 15 million, or less than 15
million shares yesterday.
Yeah. Regardless of what they ultimately end up being; and you might have
more than that later on because you're going to obviously bring in capital
partners and whatever else. You're merging into this other company.
They're going to give shares because they've got proprietary platforms that
were either buying or again, merging into. But, then it will have some value
that they're bringing to the table. That my 6% of the shares or whatever that
the shareholders will have, it will get some additional value from their shares.
I'm just saying you haven't really come up with a capital structure yet for
there to be 100 million or 200 million shares. As of yesterday for your book
entry item, there was really only say, 15 million shares generated yesterday
with the one per four dividend. Am I not being clear on that?
J oseph Moscato: The only ones that will get dividend shares are from the pool that we have.
Out of the 34 approximate million pool shares, the only one that will be
receiving any of the dividend since we pledged the pool or sold the pool will
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be the Veneto deal. Because we consummated that deal.
Steve Frazier: Okay.
Joseph Moscato: We contracted it.
Steve Frazier: What you said is about six million Generex shares. That's about a 1.5 NGIO
dividend yesterday. With the 26 million out to other shareholders, that's 6.5
million. Yesterday, you basically dividended out about eight million shares of
NGIO as a dividend as of yesterday.
Forget the 100 million, or 200 million, or whatever number of shares the
capital structure will be when you finally go public. What you dividended
yesterday for book entry items is about eight million shares, give or take.
Joseph Moscato: Okay.
Steve Frazier: Does that make sense? I was just asking. I guess. Yeah. I don't want to put
you down to a tight spot there. I just was curious.
Joseph Moscato: I mean, I can get you the exact numbers once we finish everything. We'll
probably post that all once it's all finished. But, we have a ways to go before
we know exactly what where we're going to end up.
Steve Frazier: Okay. Yeah.
Joseph Moscato: We don't even know for sure, if we're acquiring and what we're acquiring yet.
All we know is we're in deep discussion to acquire.
Steve Frazier: Okay. No. I understand. Hey, what about what's going on now with –? I
know. I totally understand your Alpha description you did, which was
wonderful. I mean, you just laid it out. I never knew any of that story as far as
how it got delayed multiple times because of what they did.
You did a great job just explaining that, which answered a lot of questions on
Alpha. But now, we have the new funding going on, two million and the
750,000 new funding you just did. I know you have a lot of obligations out
there that were milestone payments.
You mentioned part of these transactions and commitments like the Olaregen.
Don't we owe them $13 million by February 28th, which is in two days? I
mean, $3 million by February 28th, which is in two days? Or, I mean, how do
we come up with the cash for those commitments? Or, is that going to be in
stock? Or, is that being re-negotiated somehow?
Joseph Moscato: As I just said in the introduction, we paid Olaregen about $1.4 million. We
paid Regentys a little over $1 million so far.
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All of the money that we've been taking in has gone to ourselves and our
obligatory payments as they need money to further their commercialization
efforts as well as their clinical efforts. We will do whatever we have to do to
get them the money necessary to move their platforms forward as we've been
doing.
Steve Frazier: Okay. They're all being lenient is what I'm saying. There's no set time, date
that they have to have the money in? You're giving it to them as they need it?
Joseph Moscato: We give it to them as we need it. We're working hard to get them the money
as they need it so they can make their payments. I'm a big believer in
whatever you pay for, you get big value out of it, right. Everything we've
done is being valued. Let's just take a look at December 4th, alright.
I don't hear this too often. But, we took $14 million off the balance sheet of
hard debt, $14 million we retired completely, which we would have had to
pay; which is now completely gone.
Now, what did that cost us? It cost us a warrant document for 15 million
shares of Generex stock at $2.50 cents exercisable within one year.
That debt, that was wiped out to some – on the debt holder. They have got to
still give me $37 million before they make a dime. But, they forgave $14
million. There are tradeoffs in everything you do, right.
Now, if I'm commercializing a product last year; last year, there were only 18
FDA-approved drugs that were approved by FDA, approximately. Not many
companies get the opportunity to commercialize their own product.
That is huge. You're looking at a $40 billion industry in wounds alone. If we
can capture 2%, and 3%, the cost of money for me is quite reasonable. What
we're doing, quite reasonable.
Steve Frazier: Okay. I understand that. But, we're going to need more of it. I guess. I guess
we're going to see a little bit…. We're going to probably see a few more deals
coming through to help finance things?
Joseph Moscato: Listen, if I'm buying – and let's just call the hospital. If I'm buying by a
hospital network, 60% of it. I need $5 million to get that 60%. But, I'm going
to add over $100 million dollars in revenue with great EBITDA. I would say
that is exponentially worth it, $5 million.
Steve Frazier: No, absolutely. I just meant, if you're going to come up with that. I
understand.
Joseph Moscato: How would I do that? I have to raise the money.
Steve Frazier: Right.
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Joseph Moscato: Or, I take the debt. The debt would not be quite favorable for our up-lift. But,
that goes against you.
Steve Frazier: I got you. Okay. Again, you're doing a great job. I mean, everything you're
coming across, and everything. Sometimes we just need to ask a few
questions. I love how you answered them.
You don't back away from any question, which is great. You're doing these
monthly, so far monthly – I don't expect you to continue monthly ones. But
,you're doing monthly conference calls, which allows us to ask a lot of
questions that we are….
Even though you put them in 8-Ks, not all of the details are in the 8-Ks. The
details are in there, but the description, the better description that you can
give and your partners they are can give are not in the 8-K.
We do appreciate that. Again, Joe, I appreciate you taking the phone call. I
look forward to seeing what you can do. You keep this going.
Joseph Moscato: Yeah. I mean, listen, I appreciate the call. We love to do the calls. We want to
be as communicative as possible. It's exciting times for Generex and
NuGenerex. For us, the more communicative we are, the better our investors
and shareholders will understand what we're doing.
We're doing a lot of stuff. We have done a lot of stuff in the last six months.
The stuff we've done is unheard of. I don't see many companies executing on
the level that Generex is. We'll continue to do that.
I'm just excited about the next wave of stuff. Because each wave takes a long
time to get together. A lot of lawyers, a lot of finance guys, and a lot of
figuring out, but we have been doing that. We will continue on doing that.
Steve Frazier: Keep it going, and I appreciate it. Thanks, Joe.
Joseph Moscato: Thank you very much. I appreciate it, Steve.