Form 8-K GENEREX BIOTECHNOLOGY For: Jan 27
10K WIZARD 4:49 PM ET 1/28/2020
http://archive.fast-edgar.com/20200128/A6Z2S2...7L82288222
Filed on: January 28, 2020
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on From 8-K filed November 27, 2019, Generex Biotechnology Corporation (“Generex” or the “Company”) 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).
Under the SPA, in exchange for the ALTuCELL Stock, Generex agreed to deliver at closing shares of Generex common stock and $2,500,000 in cash, less any cash advanced by Generex prior to closing. As of the date of this Report, Generex has advanced an aggregate $112,000 to ALTuCELL.
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.
Closing of the transaction was anticipated to occur before the end of December, 2019, but has not occurred.
On January 27, 2020, Generex and ALTuCell executed an Amendment Agreement to the SPA (the “Amendment”). Under the Amendment, closing will occur within 30 days of the full execution of the Amendment, subject to the conditions to closing under the SPA. The parties agreed that Generex will pay the $2.5 million closing payment from certain specifically identified sources.
If the closing is not completed within 30 days of execution of the Amendment, SPA will lapse unless the parties agree in writing to continue the transaction. Under the Amendment, Generex agreed to fund the ongoing operations of ALTuCELL during the extension period with a payment of $100,000, to be paid within 2 business days of signing the Amendment.
If ALTuCELL chooses to cancel the transaction as a result of delays due to forces beyond the
control of Generex, including government regulatory delays or extended reviews by
regulators that delay approvals of corporate actions, or by natural disasters or other
unforeseen events beyond the control of Generex, ALTuCELL agrees to return all
payments made by Generex.
This Current Report contains a summary of the material terms of the Amendment. The summary of this document is subject to, and is qualified in its entirety by, reference to the Amendment, which is filed as an exhibit hereto and incorporated herein by reference.
2
Forward-Looking Statements
Statements in this report may contain certain forward-looking statements. All statements included concerning activities, events or developments that the Generex expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Known risks and uncertainties also 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 or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act. Additional information on these and other risks, uncertainties and factors is included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The list of exhibits called included in this Current Report is incorporated by reference to the Exhibit Index filed with this report.
3
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 thereunto duly authorized.
Date: January 28, 2020
Generex Biotechnology Corp.
/s/Joseph Moscato
By: Joseph Moscato, CEO, President
4
Exhibit Index
Exhibit No. Description
10.1 Amendment Agreement by and between Generex Biotechnology Corporation and GH Care, Inc. DBA ALTuCELL, Inc., as of January 27, 2020
5
AMENDMENT AGREEMENT
This Amendment Agreement (this "Amendment"
dated as of January 27, 2020, is between GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation with a business address located at 10102 USA Today Way, Miramar, Florida, 33025 ("Generex" and GH Care, Inc. D/B/A ALTuCELL, Inc., a New York C Corporation ("ALTuCELL" .
Background
Pursuant to that certain Stock Purchase Agreement between Generex and ALTuCELL dated November 15, 2019 (the "Agreement" whereby the “Closing” was scheduled for December 31, 2019; Generex and ALTuCELL desire to amend the Agreement as set forth expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The Closing, as defined in the Stock Purchase Agreement, will occur within 30 days of the fully executed (both parties) signing of this Amendment, with the understanding that the Conditions Precedent to Closing, as outlined in the Stock Purchase Agreement are met.
2. Generex will pay the $2.5 million upfront closing fee to ALTuCELL (minus payments made to date) from the S1 registered share offering currently in progress, including the Roth Capital investment and/or the Oasis Capital equity line of credit (E-LOC) that is currently signed and fully executed.
3. If the Closing is not completed within 30 days of signing this Amendment, the terms of the Stock Purchase Agreement will no longer be in effect without a further written agreement mutually accepted by both parties, which shall be negotiated in good faith to maintain the overall structure of the deal without material change.
4. Generex agrees to fund the ongoing operations of ALTuCELL during the extension period prior to Closing with an upfront payment of $100,000 to Gary Harlem within 2 business days of signing this Amendment for funding operations, initiating clinical programs, and general corporate purposes, such amount to be deducted from the purchase price, else the extension and this Amendment shall be considered null and void.
5. If ALTuCELL chooses to cancel the deal as a result of delays due to forces beyond the control of Generex, including government regulatory delays or extended reviews by regulators that delay approvals of corporate actions, or by natural disasters or other unforeseen events beyond the control of Generex, ALTuCELL agrees to return all upfront payments paid by Generex to date.
6. Generex and ALTuCELL will work in a reasonable and timely manner to complete any Ancillary Agreements or other documents necessary to formerly effectuate the Stock Purchase Agreement within the 30-day extension of this Amendment.
7. This Amendment shall be deemed part of but shall take precedence over and supersede any provisions to the contrary contained in, the Stock Purchase Agreement. All of the provisions of the Agreement which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
Signature Page to Follow
1
IN WITNESS WHEREOF, ALTuCELL and Generex hav executed this Amendment as of the date first above written.
GH CARE, INC. D/B/A ALTuCELL, INC. GENEREX BIOTECHNOLOGY CORPORATION
a New York Corporation a Delaware Corporation
By /s/ Gay Harlem By: /s/ Joseph Moscato
Name: Gary Harlem Name: Joseph Moscato
Title: President and CEO President & CEO
10K WIZARD 4:49 PM ET 1/28/2020
http://archive.fast-edgar.com/20200128/A6Z2S2...7L82288222
Filed on: January 28, 2020
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on From 8-K filed November 27, 2019, Generex Biotechnology Corporation (“Generex” or the “Company”) 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).
Under the SPA, in exchange for the ALTuCELL Stock, Generex agreed to deliver at closing shares of Generex common stock and $2,500,000 in cash, less any cash advanced by Generex prior to closing. As of the date of this Report, Generex has advanced an aggregate $112,000 to ALTuCELL.
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.
Closing of the transaction was anticipated to occur before the end of December, 2019, but has not occurred.
On January 27, 2020, Generex and ALTuCell executed an Amendment Agreement to the SPA (the “Amendment”). Under the Amendment, closing will occur within 30 days of the full execution of the Amendment, subject to the conditions to closing under the SPA. The parties agreed that Generex will pay the $2.5 million closing payment from certain specifically identified sources.
If the closing is not completed within 30 days of execution of the Amendment, SPA will lapse unless the parties agree in writing to continue the transaction. Under the Amendment, Generex agreed to fund the ongoing operations of ALTuCELL during the extension period with a payment of $100,000, to be paid within 2 business days of signing the Amendment.
If ALTuCELL chooses to cancel the transaction as a result of delays due to forces beyond the
control of Generex, including government regulatory delays or extended reviews by
regulators that delay approvals of corporate actions, or by natural disasters or other
unforeseen events beyond the control of Generex, ALTuCELL agrees to return all
payments made by Generex.
This Current Report contains a summary of the material terms of the Amendment. The summary of this document is subject to, and is qualified in its entirety by, reference to the Amendment, which is filed as an exhibit hereto and incorporated herein by reference.
2
Forward-Looking Statements
Statements in this report may contain certain forward-looking statements. All statements included concerning activities, events or developments that the Generex expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Known risks and uncertainties also 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 or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act. Additional information on these and other risks, uncertainties and factors is included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The list of exhibits called included in this Current Report is incorporated by reference to the Exhibit Index filed with this report.
3
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 thereunto duly authorized.
Date: January 28, 2020
Generex Biotechnology Corp.
/s/Joseph Moscato
By: Joseph Moscato, CEO, President
4
Exhibit Index
Exhibit No. Description
10.1 Amendment Agreement by and between Generex Biotechnology Corporation and GH Care, Inc. DBA ALTuCELL, Inc., as of January 27, 2020
5
AMENDMENT AGREEMENT
This Amendment Agreement (this "Amendment"
dated as of January 27, 2020, is between GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation with a business address located at 10102 USA Today Way, Miramar, Florida, 33025 ("Generex" and GH Care, Inc. D/B/A ALTuCELL, Inc., a New York C Corporation ("ALTuCELL" . Background
Pursuant to that certain Stock Purchase Agreement between Generex and ALTuCELL dated November 15, 2019 (the "Agreement"
whereby the “Closing” was scheduled for December 31, 2019; Generex and ALTuCELL desire to amend the Agreement as set forth expressly below. NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The Closing, as defined in the Stock Purchase Agreement, will occur within 30 days of the fully executed (both parties) signing of this Amendment, with the understanding that the Conditions Precedent to Closing, as outlined in the Stock Purchase Agreement are met.
2. Generex will pay the $2.5 million upfront closing fee to ALTuCELL (minus payments made to date) from the S1 registered share offering currently in progress, including the Roth Capital investment and/or the Oasis Capital equity line of credit (E-LOC) that is currently signed and fully executed.
3. If the Closing is not completed within 30 days of signing this Amendment, the terms of the Stock Purchase Agreement will no longer be in effect without a further written agreement mutually accepted by both parties, which shall be negotiated in good faith to maintain the overall structure of the deal without material change.
4. Generex agrees to fund the ongoing operations of ALTuCELL during the extension period prior to Closing with an upfront payment of $100,000 to Gary Harlem within 2 business days of signing this Amendment for funding operations, initiating clinical programs, and general corporate purposes, such amount to be deducted from the purchase price, else the extension and this Amendment shall be considered null and void.
5. If ALTuCELL chooses to cancel the deal as a result of delays due to forces beyond the control of Generex, including government regulatory delays or extended reviews by regulators that delay approvals of corporate actions, or by natural disasters or other unforeseen events beyond the control of Generex, ALTuCELL agrees to return all upfront payments paid by Generex to date.
6. Generex and ALTuCELL will work in a reasonable and timely manner to complete any Ancillary Agreements or other documents necessary to formerly effectuate the Stock Purchase Agreement within the 30-day extension of this Amendment.
7. This Amendment shall be deemed part of but shall take precedence over and supersede any provisions to the contrary contained in, the Stock Purchase Agreement. All of the provisions of the Agreement which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
Signature Page to Follow
1
IN WITNESS WHEREOF, ALTuCELL and Generex hav executed this Amendment as of the date first above written.
GH CARE, INC. D/B/A ALTuCELL, INC. GENEREX BIOTECHNOLOGY CORPORATION
a New York Corporation a Delaware Corporation
By /s/ Gay Harlem By: /s/ Joseph Moscato
Name: Gary Harlem Name: Joseph Moscato
Title: President and CEO President & CEO
