UNITED STATES SECURITIES AND EXCHANGE COMMISSIO
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Posted On: 03/13/2020 9:21:34 AM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2020
GENEREX BIOTECHNOLOGY CORPORATION
(Exact of registrant as specified in its charter)
DELAWARE 000-29169 98-0178636
State or other jurisdiction of incorporation Commission File Number IRS Employer Identification No.
10102 USA Today Way, Miramar, Florida 33025
(Address of principal executive offices) (Zip Code)
(416) 364-2551
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A
1
Item 8.01 Other Events.
On march 12, 2020, NuGenerex Immuno-Oncology, Inc. (“NGIO”), an oncology company and majority owned subsidiary of Generex Biotechnology Corporation, announced today the initial public filing of a Form 10 Registration Statement under the Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission (the “SEC”). This registration of securities with the SEC provides investors detailed information, including an overview of business strategies and audited financial statements.
Once the Form 10 becomes effective 60 days from the filing date, NGIO will be a fully reporting company with the SEC, subject to quarterly, annual and other reporting requirements. The company intends to utilize an increased market presence and potential support of institutional investors to aid the company’s growth and acquisition strategy. It is the company’s intent to uplist to a major stock exchange upon meeting certain financial and regulatory requirements.
The SEC has assigned NGIO an EDGAR system CIK Number of 0001804585.
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.
2
Date: March 12, 2020
Generex Biotechnology Corp.
/s/Joseph Moscato
By: Joseph Moscato, CEO, President
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2020
GENEREX BIOTECHNOLOGY CORPORATION
(Exact of registrant as specified in its charter)
DELAWARE 000-29169 98-0178636
State or other jurisdiction of incorporation Commission File Number IRS Employer Identification No.
10102 USA Today Way, Miramar, Florida 33025
(Address of principal executive offices) (Zip Code)
(416) 364-2551
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A
1
Item 8.01 Other Events.
On march 12, 2020, NuGenerex Immuno-Oncology, Inc. (“NGIO”), an oncology company and majority owned subsidiary of Generex Biotechnology Corporation, announced today the initial public filing of a Form 10 Registration Statement under the Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission (the “SEC”). This registration of securities with the SEC provides investors detailed information, including an overview of business strategies and audited financial statements.
Once the Form 10 becomes effective 60 days from the filing date, NGIO will be a fully reporting company with the SEC, subject to quarterly, annual and other reporting requirements. The company intends to utilize an increased market presence and potential support of institutional investors to aid the company’s growth and acquisition strategy. It is the company’s intent to uplist to a major stock exchange upon meeting certain financial and regulatory requirements.
The SEC has assigned NGIO an EDGAR system CIK Number of 0001804585.
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.
2
Date: March 12, 2020
Generex Biotechnology Corp.
/s/Joseph Moscato
By: Joseph Moscato, CEO, President
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