UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant x
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential, For use of the
Commission only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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GENEREX
BIOTECHNOLOGY CORPORATION
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(Name
of Registrant as Specified In Its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1) Title
of each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
EXPLANATORY
NOTE
On October 16, 2010, Generex
Biotechnology Corporation released the following press release in connection
with its solicitation of proxies for its Special Meeting of stockholders to be
reconvened on October 18, 2010:
Generex
Provides Additional
Reverse
Stock Split Information
for
the Consideration of Stockholders
WORCESTER, MA, October 16,
2010 (PrNewsWire) – Generex Biotechnology Corporation (NasdaqCM: GNBT,
www.generex.com) today offered additional information for the consideration of
its stockholders in respect of the reverse stock split proposal to be considered
by the stockholders at the reconvened special meeting of the Company’s
stockholders adjourned to Monday, October 18 at 4 p.m. EDT at the Meeting Rooms,
Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario Canada M5J
1A6.
Stockholders
are invited to review the article located at the following hyper-link:
http://www.fticonsulting.com/resources/documents/fti1997-alert-july24-09-nl-v4.pdf. The
article, entitled Down But Not
Out: Properly Implementing A Reverse Stock Split And Leveraging The Opportunity
It Creates, describes how many Nasdaq-listed companies flourish following
the implementation of a reverse stock split.
Stockholders
are invited to review the article located at the following hyper-link: http://www.be.udel.edu/finance/Seminar_Papers/Harris.pdf.
The article, entitled Off But
Not Gone: A Study of Nasdaq Delistings, details the myriad challenges
facing companies that are delisted from NASDAQ
The
Board of Directors of Generex has not withdrawn, modified or qualified its
unanimous recommendation that the stockholders of Generex vote “FOR” the reverse
stock split proposal.
Stockholders
may exercise their voting rights by telephoning the Company’s proxy solicitation
agent, Morrow & Co., LLC, untll 6 p.m. Eastern today or between 9 a.m.
Eastern and 8 p.m. Eastern on Sunday, October 17, at
1-800-449-0910.
Submission
of proxies via Internet (www.proxyvote.com) is
available until 11:59 p.m. EDT on Sunday, October
17. Until 4 p.m. EDT on Monday, October 18, stockholders
may also send or scan completed proxy forms for the reconvened special meeting
(with the control number(s) and both sides of the proxy form) to Generex by
facsimile at 1-416-364-9363 or by email at info@generex.com.
Generex
has filed with the SEC a definitive proxy statement dated August 23, 2010,
as revised on August 27, 2010, and other relevant materials in
connection with the special meeting. Investors and security holders
are urged to read the definitive proxy statement and other relevant materials
filed by Generex with the SEC carefully because they contain important
information about the proposed reverse stock split. Investors and security
holders may obtain free copies of the definitive proxy statement and other
documents filed with the SEC by Generex through the Web site maintained by the
SEC at http://www.sec.gov. In
addition, investors and security holders will be able to obtain, without charge,
a copy of the definitive proxy statement from Generex by submitting a written
request to the Secretary of Generex at Generex Biotechnology Corporation, 33
Harbour Square, Suite 202, Toronto, Ontario, Canada M5J 2G2, by calling
305-918-7000 or via the Internet at http://investor.generex.com/sec.cfm.
About
Generex Biotechnology Corporation
Generex
is engaged in the research, development and commercialization of drug delivery
systems and technologies. Generex has developed a proprietary
platform technology for the delivery of drugs into the human body through the
oral cavity (with no deposit in the lungs). The Company's proprietary
liquid formulations allow drugs typically administered by injection to be
absorbed into the body by the lining of the inner mouth using the Company's
proprietary RapidMist™ device. The Company's flagship product, buccal
insulin (Generex Oral-lyn™), which has been approved in India, Lebanon, Algeria,
and Ecuador for the treatment of subjects with Type-1 and Type-2 diabetes, is in
Phase III clinical trials at several sites around the world. Antigen
Express, Inc. is a wholly owned subsidiary of Generex. The core
platform technologies of Antigen Express comprise immunotherapeutics for the
treatment of malignant, infectious, allergic, and autoimmune
diseases. For more information, visit the Generex website at www.generex.com or
the Antigen Express website at www.antigenexpress.com. Information
contained in, or accessible through, the websites of Generex or Antigen Express
is not incorporated herein and is not a part of the proxy soliciting
material.
Safe
Harbor Statement
This
release and oral statements made from time to time by Generex representatives in
respect of the same subject matter may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements can be identified by
introductory words such as “expects,” “plans,” “intends,” “believes,” “will,”
“estimates,” “forecasts,” “projects,” or words of similar meaning, and by the
fact that they do not relate strictly to historical or current
facts. 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 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 cannot be regarded
as actual predictions of when Generex will obtain regulatory approval for any
“phase” of clinical trials. Generex claims the protection of the safe
harbor for forward-looking statements that is contained in the Private Securities Litigation Reform
Act.
Generex
Contacts:
Investor
Relations Contacts:
Generex
Todd
Falls
800-391-6755
Seahawk
Capital Partners, Inc.
Joseph
Moscato
646-599-6222
Media
Contact:
Beckerman
Public Relations
Christina
Brozek
201-452-4849