Here is the text of a letter I just sent to the SEC rep who had responded to Docj. Personal info redacted, and formatting different due to pasting it here... otherwise, it's the exact letter.
FYI, I continue to believe that the cogs still turn, progress is being made, and we have some sort of artificial hurdle in front of us that could either be the end of our dreams here or just another stumbling block.
Bottom line, still holding, but I don't see much value in discussing the many unknowns right now.
Thoughts on the letter are welcome!
____________________________
September 13, 2021
Steven Johnston
Special Counsel
Office of Investor Education and Advocacy
US Securities and Exchange Commission
Dear Mr. Johnston,
This letter is being written in response to your recent correspondence with my associate and fellow Shareholder in Generex Biotechnology and NuGenerex Immuno-Oncology, Dr. Xxxxxx Jxxxxx.
The relevant portion of your letter is copied here:
Original Message
From: Help" <help@sec.gov> <help@sec.gov>
To: XXXXXXXXXXXXXX
Sent: Thu, Sep 2, 2021 4:14 pm
Subject: SEC Response HO::~01165532~::HO
Dear Mr. Jxxxxx:
Thank you for again contacting the U.S. Securities and Exchange Commission (SEC).
We cannot provide updates on the status of any internal SEC review of company filings. However, copies of SEC staff letters commenting on filings appear in our EDGAR filings database (see, for example, the staff letter at https://www.sec.gov/Archives/edgar/data/00018...name1.pdf).
(End of quote)
As a holder of over X00,000 shares (~0.XX% of outstanding shares) of Generex (GNBT) and nearly X0,000 shares of the to-be-IPO-ed NuGenerex (NGIO), I am very curious as to your intentions when you point Dr. Jxxxxx to this particular letter, which is dated July 7, 2020. By doing so, you are implying that there is an ongoing review of the NGIO S-1, which is the topic of this letter. However, the subsequent exchange between NuGenerex and your office culminates with the following final post to EDGAR on September 1, 2020:
https://www.sec.gov/Archives/edgar/data/18045...-index.htm
In this letter, addressed to our CEO, Joseph Moscato, the SEC’s Office of Life Sciences states, “We have completed our review of your filing.” Full stop. To the public, this communicates that the SEC’s questions on this matter have been satisfactorily addressed by Mr. Moscato and his Team.
As a Shareholder, my question is this: Is the SEC still doing a review of NGIO’s filings, as your response to Dr. Jxxxxx implies?
If not, it seems disingenuous for you to guide Shareholders to a letter which is at the commencement of the public record of your review as opposed to directing us to the letter that seems to communicate its completion.
If there is an ongoing review, there is no evidence available to the public to that effect, as the last public document from your office was the letter stating the review was complete. As the designated protector of “Investors”, we Shareholders deserve and expect full disclosure of any communication between your Office and the companies in which we are invested, namely Generex and NuGenerex, which may be affecting our investments.
In addition to the lack of public information regarding an SEC-related delay of the IPO of NGIO shares, there is also no logical evidence available to the public as to why Mr. Moscato and his Team would have delayed this critical path item, which would give our companies the working capital they need to proceed with the many high-potential projects that have been on the agenda since they resurrected Generex and began the NGIO spinoff process.
To the contrary, since taking over in 2017, Mr. Moscato has kept us Shareholders very informed as to the plans and progress for Generex while also being diligent in not sharing improper information. Most recently, on a May 6th, 2021, conference call he outlined some very critical near-term items for Generex and NuGenerex. Now, after more than four months have passed, Mr. Moscato has uncharacteristically not given Shareholders any updates as to the success or failure of these critical, near-term activities, despite promises to do so.
The bottom line, in my opinion, is that the extended and unexplained silence has been caused by one of two developments:
1) Mr. Moscato has had setbacks in Generex and/or NuGenerex activities, and he has failed to provide required updates to Shareholders. If this is the case, which would not be consistent with Mr. Moscato’s track record on communication, the SEC should both investigate these activities and inform Shareholders as to the nature, extent, and time period of this investigation. Or,
2) The SEC is, despite appearing on EDGAR to have completed their investigation, hindering the progress of the Generex/NuGenerex Teams as they attempt to complete and communicate on the tasks they have laid out for these companies and their Shareholders, not the least of which is to list NGIO shares on a major exchange to unlock value and provide working capital to both of our companies. If this is the case, the SEC is not only potentially acting in a way that is detrimental to Shareholders, but it is doing so without informing us of any relevant information about its investigations so that we may make proper decisions.
Despite its very small market capitalization, Mr. Moscato and his Team have built great potential in Generex and its subsidiaries over the past four years, including securing the ongoing support of many respected Doctors and researchers.
However, these companies have been carried about as far as they can without the infusion of capital that the NGIO IPO would provide. We Shareholders need this IPO to proceed in order to further our investments. Over the past year, as Mr. Moscato has worked diligently to complete the NuGenerex IPO, we have suffered share dilution of approximately 50%. This is due to the fact that selling shares is one of the only non-predatory fundraising methods that remain available to Mr. Moscato during this extended waiting period. We Shareholders genuinely and urgently need to understand when the NGIO IPO will be cleared or what stands in its way.
At this time, we ask that the SEC either announce publicly what their continued involvement is regarding this impending, critical item or act in a manner consistent with the current public information that shows that the SEC’s review process of the NGIO S-1 is complete and allow our IPO to move forward in whatever way the free market will receive it.
If I can be of any service in your inquiries, or if you are able to discuss these matters, feel free to contact me at XXX-XXX-XXXX or at xxxxx@xxxxx.xxx.
Sincerely,
Xxxxxx Xxxxxx
Long-term shareholder of Generex Biotechnology and NuGenerex Immuno-
FYI, I continue to believe that the cogs still turn, progress is being made, and we have some sort of artificial hurdle in front of us that could either be the end of our dreams here or just another stumbling block.
Bottom line, still holding, but I don't see much value in discussing the many unknowns right now.
Thoughts on the letter are welcome!
____________________________
September 13, 2021
Steven Johnston
Special Counsel
Office of Investor Education and Advocacy
US Securities and Exchange Commission
Dear Mr. Johnston,
This letter is being written in response to your recent correspondence with my associate and fellow Shareholder in Generex Biotechnology and NuGenerex Immuno-Oncology, Dr. Xxxxxx Jxxxxx.
The relevant portion of your letter is copied here:
Original Message
From: Help" <help@sec.gov> <help@sec.gov>
To: XXXXXXXXXXXXXX
Sent: Thu, Sep 2, 2021 4:14 pm
Subject: SEC Response HO::~01165532~::HO
Dear Mr. Jxxxxx:
Thank you for again contacting the U.S. Securities and Exchange Commission (SEC).
We cannot provide updates on the status of any internal SEC review of company filings. However, copies of SEC staff letters commenting on filings appear in our EDGAR filings database (see, for example, the staff letter at https://www.sec.gov/Archives/edgar/data/00018...name1.pdf).
(End of quote)
As a holder of over X00,000 shares (~0.XX% of outstanding shares) of Generex (GNBT) and nearly X0,000 shares of the to-be-IPO-ed NuGenerex (NGIO), I am very curious as to your intentions when you point Dr. Jxxxxx to this particular letter, which is dated July 7, 2020. By doing so, you are implying that there is an ongoing review of the NGIO S-1, which is the topic of this letter. However, the subsequent exchange between NuGenerex and your office culminates with the following final post to EDGAR on September 1, 2020:
https://www.sec.gov/Archives/edgar/data/18045...-index.htm
In this letter, addressed to our CEO, Joseph Moscato, the SEC’s Office of Life Sciences states, “We have completed our review of your filing.” Full stop. To the public, this communicates that the SEC’s questions on this matter have been satisfactorily addressed by Mr. Moscato and his Team.
As a Shareholder, my question is this: Is the SEC still doing a review of NGIO’s filings, as your response to Dr. Jxxxxx implies?
If not, it seems disingenuous for you to guide Shareholders to a letter which is at the commencement of the public record of your review as opposed to directing us to the letter that seems to communicate its completion.
If there is an ongoing review, there is no evidence available to the public to that effect, as the last public document from your office was the letter stating the review was complete. As the designated protector of “Investors”, we Shareholders deserve and expect full disclosure of any communication between your Office and the companies in which we are invested, namely Generex and NuGenerex, which may be affecting our investments.
In addition to the lack of public information regarding an SEC-related delay of the IPO of NGIO shares, there is also no logical evidence available to the public as to why Mr. Moscato and his Team would have delayed this critical path item, which would give our companies the working capital they need to proceed with the many high-potential projects that have been on the agenda since they resurrected Generex and began the NGIO spinoff process.
To the contrary, since taking over in 2017, Mr. Moscato has kept us Shareholders very informed as to the plans and progress for Generex while also being diligent in not sharing improper information. Most recently, on a May 6th, 2021, conference call he outlined some very critical near-term items for Generex and NuGenerex. Now, after more than four months have passed, Mr. Moscato has uncharacteristically not given Shareholders any updates as to the success or failure of these critical, near-term activities, despite promises to do so.
The bottom line, in my opinion, is that the extended and unexplained silence has been caused by one of two developments:
1) Mr. Moscato has had setbacks in Generex and/or NuGenerex activities, and he has failed to provide required updates to Shareholders. If this is the case, which would not be consistent with Mr. Moscato’s track record on communication, the SEC should both investigate these activities and inform Shareholders as to the nature, extent, and time period of this investigation. Or,
2) The SEC is, despite appearing on EDGAR to have completed their investigation, hindering the progress of the Generex/NuGenerex Teams as they attempt to complete and communicate on the tasks they have laid out for these companies and their Shareholders, not the least of which is to list NGIO shares on a major exchange to unlock value and provide working capital to both of our companies. If this is the case, the SEC is not only potentially acting in a way that is detrimental to Shareholders, but it is doing so without informing us of any relevant information about its investigations so that we may make proper decisions.
Despite its very small market capitalization, Mr. Moscato and his Team have built great potential in Generex and its subsidiaries over the past four years, including securing the ongoing support of many respected Doctors and researchers.
However, these companies have been carried about as far as they can without the infusion of capital that the NGIO IPO would provide. We Shareholders need this IPO to proceed in order to further our investments. Over the past year, as Mr. Moscato has worked diligently to complete the NuGenerex IPO, we have suffered share dilution of approximately 50%. This is due to the fact that selling shares is one of the only non-predatory fundraising methods that remain available to Mr. Moscato during this extended waiting period. We Shareholders genuinely and urgently need to understand when the NGIO IPO will be cleared or what stands in its way.
At this time, we ask that the SEC either announce publicly what their continued involvement is regarding this impending, critical item or act in a manner consistent with the current public information that shows that the SEC’s review process of the NGIO S-1 is complete and allow our IPO to move forward in whatever way the free market will receive it.
If I can be of any service in your inquiries, or if you are able to discuss these matters, feel free to contact me at XXX-XXX-XXXX or at xxxxx@xxxxx.xxx.
Sincerely,
Xxxxxx Xxxxxx
Long-term shareholder of Generex Biotechnology and NuGenerex Immuno-
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