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): June 7, 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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On June
7, 2010, the management and the Audit Committee of the Board of Directors of
Generex Biotechnology Corporation (the “Company”) concluded that its unaudited
consolidated financial statements included in its Quarterly Reports on Form
10-Q for the periods ended October 31, 2009 and January 31, 2010
should no longer be relied upon for the reason set forth below.
The
Company did not properly calculate the derivative effect of certain warrants
issued in connection with the March 31, 2008 private placement of 8% secured
convertible notes and warrants (the “Warrants”). The Company intends
to file an amendment to the Form 10-Q for each of the periods ended October 31,
2009 and January 31, 2010 to make the necessary changes related to the Company’s
treatment of the Warrants.
The
Company intends to amend the financial statements for the quarterly periods
ended October 31, 2009 and January 31, 2010 to account for the effects of
Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is
Indexed to an Entity’s Own Stock” (now codified as Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 815, Derivatives
and Hedging) effective as of August 1, 2009.
The
quantitative impact of the adjustment would result in a decrease of net loss and
basic loss per share from approximately $8.14 million to $5.14 million and $0.03
to $0.02, respectively for the three months ended October 31, 2009, an increase
of net loss and basic loss per share from approximately $7.32 million to $9.29
million and $0.03 to $0.04, respectively for the three months ended January 31,
2010 and a decrease of net loss and basic loss per share from approximately
$15.45 million to $14.27 million and $0.06 to $0.06, respectively for the six
months ended January 31, 2010. The accounting entries do not impact cash, and
there is no effect on the Company’s operating income (loss) or cash flows. The
Company believes it is important to note that the adjustment does not relate to
the Company’s revenues from operations.
The
Company’s Audit Committee and management have discussed the matters in this
Current Report Form 8-K with its auditors, MSCM
LLP.
Forward-Looking
Statements
This
Report contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, which are subject to the safe harbors
created thereby. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements, including,
statements about the Company’s intention to restate its financial statements,
the effects of the corrections discussed on future periods and the timing of
filing of the Company’s restated financial statements, and statements containing
the words “intends,” “will” and similar words. The potential risks
and uncertainties which contribute to the uncertain nature of these statements
include, among others: risks associated with timely completion of the
audit on the Company’s prior financial statements to permit filing of restated
financial statements before the deadline for the Company’s quarterly report on
Form 10-Q for the quarter ended April 30, 2010. Forward-looking
statements frequently are used in discussing potential product applications,
potential collaborations, product development activities, clinical studies,
regulatory submissions and approvals, and similar operating matters. Many
factors may cause actual results to differ from forward-looking statements,
including inaccurate assumptions and a broad variety of risks and uncertainties,
some of which are known and others of which are not. Known risks and
uncertainties include those identified from time to time in the reports filed by
the Company 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. The Company 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 cannot be regarded
as actual predictions of when the Company will obtain regulatory approval for
any “phase” of clinical trials.
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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Date:
June 11, 2010
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/s/
Rose C. Perri
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Chief
Operating Officer and Chief Financial Officer
(principal
financial officer)
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