tem 1.01 Entry into a Material Definitive Agreement.
On November 22, 2019, effective as of November 15, 2019, Generex Biotechnology Corporation (“Generex”) entered into a definitive Stock Purchase Agreement (the “SPA”) for the purchase of 51% of the outstanding capital stock (the “ALTuCELL Stock”) of GH Care, Inc. DBA ALTuCELL, Inc.(“ALTuCELL”). The ALTuCELL Stock consists of newly issued shares of ALTuCELL.
ALTuCELL has a broad patent portfolio for cell encapsulation technology and cellular therapy The ALTuCELL patent portfolio includes global patents for the AltuCapsÒ cell encapsulation platform, together with patents for the chemistry, manufacturing, and ultra-purification of capsules. ALTuCELL has also been granted a wide-ranging patent, Microencapsulation of Myofibroblasts (Stem cells) Isolated from Wharton Jelly for Prevention and Treatment of Autoimmune and Inflammatory Diseases.
Gary Harlem is ALTuCELL’s President & Chief Executive Officer.
Under the SPA, in exchange for the ALTuCELL Stock, Generex will
• Issue to ALTuCELL 1,600,000 shares of Generex common stock with an initial attributed value of $2.50 per share. If the market price per share of the Generex common stock is below $2.50 on the 6-month anniversary of the closing date, the attributed price of the Generex shares will be repriced to market with a floor of $1.25 per share, and Generex will deliver the number of GNBT shares required to make up the difference in total value.
• Pay $2.5 million in cash ($112,000 of which has already been paid).
In addition to stock and cash at closing, Generex has agreed to pay up to an aggregate of $3,500,000 to ALTuCell upon ALTuCell’s attainment of certain milestones, as follows:
$500,000 upon initiating a first-in-human clinical trial of Altsulin, microencapsulated Sertoli Cells.
$2,000,000 upon initiating a human clinical trial of a cell therapy product using ALTuCAPS microencapsulation technology in the United States.
$1,000,000 upon completing a business development deal with a biopharmaceutical company partner.
On November 22, 2019, effective as of November 15, 2019, Generex Biotechnology Corporation (“Generex”) entered into a definitive Stock Purchase Agreement (the “SPA”) for the purchase of 51% of the outstanding capital stock (the “ALTuCELL Stock”) of GH Care, Inc. DBA ALTuCELL, Inc.(“ALTuCELL”). The ALTuCELL Stock consists of newly issued shares of ALTuCELL.
ALTuCELL has a broad patent portfolio for cell encapsulation technology and cellular therapy The ALTuCELL patent portfolio includes global patents for the AltuCapsÒ cell encapsulation platform, together with patents for the chemistry, manufacturing, and ultra-purification of capsules. ALTuCELL has also been granted a wide-ranging patent, Microencapsulation of Myofibroblasts (Stem cells) Isolated from Wharton Jelly for Prevention and Treatment of Autoimmune and Inflammatory Diseases.
Gary Harlem is ALTuCELL’s President & Chief Executive Officer.
Under the SPA, in exchange for the ALTuCELL Stock, Generex will
• Issue to ALTuCELL 1,600,000 shares of Generex common stock with an initial attributed value of $2.50 per share. If the market price per share of the Generex common stock is below $2.50 on the 6-month anniversary of the closing date, the attributed price of the Generex shares will be repriced to market with a floor of $1.25 per share, and Generex will deliver the number of GNBT shares required to make up the difference in total value.
• Pay $2.5 million in cash ($112,000 of which has already been paid).
In addition to stock and cash at closing, Generex has agreed to pay up to an aggregate of $3,500,000 to ALTuCell upon ALTuCell’s attainment of certain milestones, as follows:
$500,000 upon initiating a first-in-human clinical trial of Altsulin, microencapsulated Sertoli Cells.
$2,000,000 upon initiating a human clinical trial of a cell therapy product using ALTuCAPS microencapsulation technology in the United States.
$1,000,000 upon completing a business development deal with a biopharmaceutical company partner.
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