Unassociated Document
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): May 6, 2010
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29169
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98-0178636
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S
Employer Identification No.)
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33
Harbour Square, Suite 202, Toronto, Ontario Canada
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M5J
2G2
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (416) 364-2551
N/A
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On May 6, 2010, Generex Biotechnology Corporation
(the "Company") received a delisting determination letter from the staff of the
Nasdaq Stock Market ("Nasdaq"), due to the Company's failure to regain
compliance with the Nasdaq Capital Market's minimum bid price requirement for
continued listing, set forth in Nasdaq Listing Rule
5550(a)(2). Unless an appeal is filed, as discussed below, the
Company's securities will be delisted from the Nasdaq Capital Market and the
trading of the Company's common stock will be suspended at the opening of
business on May 17, 2010, and a Form 25-NSE will be filed
with the Securities and Exchange Commission (“SEC”), which will remove the Company's
securities from listing and registration on The Nasdaq Stock
Market.
The Company expects to appeal the Nasdaq
Staff's determination within seven calendar days of receipt of the letter. Failure
to request a hearing by
4:00 p.m. (Eastern Time) on May 13, 2010 will result in the suspension of
trading and delisting of the Company's common stock under the terms of the
delisting determination
letter.
The
delisting determination letter states that historically, the Hearings Panel has
generally viewed a reverse stock split in 30 to 60 days as the only
definitive plan acceptable to resolve a bid price deficiency, but that the
Hearings Panel could allow up to 180 calendar days from the date of the Staff
determination to accomplish a split if the Hearings Panel deems it
appropriate. In early
May 2010, the Company’s Board of Directors approved a reverse stock split
proposal for consideration by the Company’s stockholders at the annual meeting
in anticipation of the receipt of a delisting determination from
Nasdaq. On May 4, 2010, the Company filed with the SEC its
preliminary proxy statement, including the proposal seeking shareholder approval
of a reverse stock split, in connection with the annual meeting of the
stockholders scheduled for July 28, 2010.
If the Company appeals the delisting
determination, the appeal
will stay the suspension of the Company's securities and the filing of the Form
25-NSE until a hearing process concludes and the Hearing Panel has issued a
written decision. There can be no assurance that the Hearing Panel
will grant the Company's request for continued listing in this written
decision.
On July
23, 2008, the Company received notice from the Nasdaq Staff that it was not
compliance with Marketplace Rule 4310(c)(4) (now known as Listing Rule
5550(a)(2)), which requires the Company to have a minimum bid price per share of
at least $1.00 for thirty (30) consecutive business days. In
accordance with this Rule, the Company had 180 calendar days, or until January
20, 2009, subject to extension, to regain compliance with this
Rule. The initial compliance period of 180 calendar days ending on
January 20, 2009 was subsequently extended until November 9, 2009 due to
Nasdaq’s temporary suspension of the minimum bid price requirement from October
16, 2008 until August 3, 2009.
On
November 9, 2009, the Company received a second letter from Nasdaq indicating
that it had not regained compliance with the $1.00 minimum bid price required
for continued listing under Listing Rule 5550(a)(2) within the grace period
previously allowed by Nasdaq following the initial notice of noncompliance on
July 23, 2008. Pursuant to Listing Rule 5810(c)(3)(A), Nasdaq gave
the Company an additional 180 calendar day compliance period because it met all
other initial inclusion criteria (other than the minimum bid price requirement)
as of January 6, 2009. The Company had 180 calendar days, or until
May 5, 2010, to regain compliance with the rule. To regain
compliance with the minimum bid price continued listing requirement, the bid
price of our common stock had to close at $1.00 per share or more for a minimum
of ten consecutive business days. As of May 5 2010, the
Company was unable to regain compliance with the minimum bid price
requirement. On that date, the Company’s common stock closed at
$0.3999 per share.
On May 7, 2010, the Company issued a press
release announcing that it had received the aforementioned notice from Nasdaq
Stock Exchange. The full text of the press release is included in
this document as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements
and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
release issued by Generex Biotechnology Corporation on May 7,
2010
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SIGNATURES
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 hereunto
duly authorized.
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GENEREX
BIOTECHNOLOGY CORPORATION.
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By:
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/s/
Rose C. Perri
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Chief
Operating Officer and Chief Financial Officer
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(principal
financial officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release issued by Generex Biotechnology Corporation on May 7,
2010
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