UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended July 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _______________
Commission file number 000-25169
GENEREX BIOTECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 98-0178636
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
33 Harbour Square, Suite 202, Toronto, Canada M5J2G2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 416/364-2551
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at October 15, 2001, based on the closing price as of that date, was
approximately $64,625,733.
At October 15, 2001, the registrant had 20,682,634 shares of Common Stock
outstanding.
Documents incorporated by reference: None
By this amendment, we hereby correct the list of Exhibits that was
contained in Item 14 of the Form 10-K that we filed with the Commission on
October 29, 2001. The following restates Item 14 in its entirety.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description
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3.1 Restated Certificate of Incorporation of Generex Biotechnology
Corporation filed as Exhibit 3-1 to our Quarterly Report on Form
10-Q for the quarter ended April 30, 1999 filed with the
Commission on June 14, 1999 is incorporated herein by reference.
3.2 Bylaws of the Company filed as Exhibit 3.2 to our Registration
Statement on Form S-1 (File No. 333-82667) filed with the
Commission on July 12, 1999 ("1999 S-1") is incorporated herein by
reference.
4.1.1 Form of common stock certificate filed as Exhibit 4.1 to our 1999
S-1 is incorporated herein by reference.
4.1.2 Certificate of Designations, Preferences and Rights of Series A
Preferred Stock filed as Exhibit 4.4 to our Report on Form 8-K
filed with the Commission on January 23, 2001 ("January 2001 8-K")
is incorporated herein by reference.
4.2.1 1998 Stock Option Plan filed as Exhibit 4.3 to our 1999 S-1 is
incorporated herein by reference.
4.2.2 2000 Stock Option Plan filed as Exhibit 4.3.2 to our Form 10-K
for the fiscal year ended July 31, 2000 filed with the Commission
on October 30, 2000 is incorporated herein by reference.
4.2.3 2001 Stock Option Plan filed as Exhibit 4.2.3 to our Form 10-K
for the fiscal year ended July 31, 2001 filed with the Commission
on October 28, 2001 ("2001 10-K").
4.3 Form of Warrant issued to Ladenburg Thalmann & Co., Inc. dated
July 6, 2001, filed as Exhibit 4.14 to our Registration Statement
on Form S-3 (File No. 333-67118) filed with the Commission on
August 8, 2001 is incorporated herein by reference.
4.4.1 Form of Securities Purchase Agreement entered into with Cranshire
Capital, L.P.; RAM Trading Ltd.; Gryphon Master Fund; Kodiak
Opportunity, L.P.; Kodiak Opportunity 3C7, L.P.; Kodiak
Opportunity Offshore, Ltd.; Novelly Exempt Trust; Langley
Partners, L.P.; Montrose Investments, Ltd.; WEC Asset Management,
LLC; ZLP Master Technology Fund, Ltd.; Alpha Capital
Aktiengesellschaft; and The dotCOM Fund, LLC, dated July 3, 2001,
filed as Exhibit 1 to our Report on Form 8-K dated July 6, 2001
and filed with the Commission on July 17, 2001 ("July 2001 8-K")
is incorporated herein by reference.
4.4.2 Form of Registration Rights Agreement entered into with Cranshire
Capital, L.P.; RAM Trading Ltd.; Gryphon Master Fund; Kodiak
Opportunity, L.P.; Kodiak Opportunity 3C7, L.P.; Kodiak
Opportunity Offshore, Ltd.; Novelly Exempt Trust; Langley
Partners, L.P.; Montrose Investments, Ltd.; WEC Asset Management,
LLC; ZLP Master Technology Fund, Ltd.; Alpha Capital
Aktiengesellschaft; and The dotCOM Fund, LLC, dated July 3, 2001,
filed as Exhibit 2 to our July 2001 8-K is incorporated herein by
reference.
4.4.3 Form of Warrant granted to Cranshire Capital, L.P.; RAM Trading
Ltd.; Gryphon Master Fund; Kodiak Opportunity, L.P.; Kodiak
Opportunity 3C7, L.P.; Kodiak Opportunity Offshore, Ltd.; Novelly
Exempt Trust; Langley Partners, L.P.; Montrose Investments, Ltd.;
WEC Asset Management, LLC; ZLP Master Technology Fund, Ltd.; Alpha
Capital Aktiengesellschaft; and The dotCOM Fund, LLC, dated July
6, 2001, filed as Exhibit 3 to our July 2001 8-K is incorporated
herein by reference.
4.5.1 Securities Purchase Agreement entered into with Capital Ventures
International, dated July 3, 2001, filed as Exhibit 4 to our July
2001 8-K is incorporated herein by reference.
4.5.2 Registration Rights Agreement entered into with Capital Ventures
International, dated July 3, 2001, filed as Exhibit 5 to our July
2001 8-K is incorporated herein by reference.
4.5.3 Warrant granted to Capital Ventures International, dated July 3,
2001, filed as Exhibit 6 to our July 2001 8-K is incorporated
herein by reference.
4.6.1 Form of Securities Purchase Agreement entered into with Elliott
International, L.P. and Elliott Associates, L.P., dated July 3,
2001, filed as Exhibit 7 to our July 2001 8-K is incorporated
herein by reference.
4.6.2 Form of Registration Rights Agreement entered into with Elliott
International, L.P. and Elliott Associates, L.P., dated July 3,
2001, filed as Exhibit 8 to our July 2001 8-K is incorporated
herein by reference.
4.6.3 Warrant issued to Elliott International, L.P. and Elliott
Associates, L.P., dated July 5, 2001, filed as Exhibit 9 to our
July 2001 8-K is incorporated herein by reference.
4.7.1 Securities Purchase Agreement between Generex Biotechnology
Corporation, Elan International Services, Ltd. and Elan
Corporation, plc., dated January 16, 2001, filed as Exhibit 4.1 to
our Report on Form 8-K/A dated January 16, 2001 filed with the
Commission on February 1, 2001 is incorporated herein by
reference.
4.7.2 Registration Rights Agreement between Generex Biotechnology
Corporation and Elan International Services, Ltd. dated January
16, 2001 filed as Exhibit 4.2 to our January 2001 8-K is
incorporated herein by reference.
4.7.3 Form of Warrant issued to Elan International Services, Ltd. filed
as Exhibit 4.3 to our January 2001 8-K is incorporated herein by
reference.
4.8.1 Form of Securities Purchase Agreement entered into with certain
parties to October 2000 Private Placement filed as Exhibit 2 to
our Report on Form 8-K dated October 4, 2000 and filed on October
16, 2000 ("October 2000 8-K") is incorporated herein by reference.
4.8.2 Form of Registration Rights Agreement entered into with certain
parties to October 2000 Private Placement filed as Exhibit 3 to
our October 2000 8-K is incorporated herein by reference.
4.8.3 Form of Warrant issued to certain parties to October 2000 Private
Placement filed as Exhibit 4 to our October 2000 8-K is
incorporated herein by reference.
4.9 Securities Purchase Agreement entered into with Smallcap World
Fund, Inc. dated September 29, 2000 filed as Exhibit 1 to our
October 2000 8-K is incorporated herein by reference.
4.10 Form of Warrant (GCR Series) held by Robert P. Carter, Harvey
Kaye, Fittube, Inc., Edward Maskaly and Gulfstream Capital Group,
L.C. filed as Exhibit 4.4.2 to our Registration Statement on Form
10 filed with the Commission December 14, 1998, as amended
February 24, 1999 ("Form 10"), is incorporated herein by
reference.
4.11 Letter Agreement and Warrant with M. H. Meyerson & Co., Inc. dated
November 17, 1998 filed as Exhibit 4.4.4 to our Form 10 is
incorporated herein by reference.
4.12 Option Agreement with Wolfe Axelrod Weinberger LLC dated January
3, 2000, filed as Exhibit 4.5 to our Quarterly Report on Form 10-Q
for the quarter ended January 31, 2000 filed with the Commission
on March 14, 2000 is incorporated herein by reference.
10.1.1 Supplemental Agreement dated December 31, 2000 between Generex
Pharmaceuticals, Inc., Generex Biotechnology Corporation and Dr.
Pankaj Modi, filed as Exhibit 10.1.4 to our 2001 10-K.
10.1.2 Memorandum of Agreement dated January 7, 1998 between Generex
Pharmaceuticals, Inc., GHI Inc., Generex Biotechnology
Corporation, Dr. Pankaj Modi and Galaxy Technology, Canada, filed
as Exhibit 10.1.3 to our 2001 10-K.
10.1.3 Assignment and Assumption Agreement with Pankaj Modi filed as
Exhibit 10.1.2 to our our Registration Statement on Form 10/A
filed with the Commission on February 24, 1999 is incorporated
herein by reference
10.1.4 Consulting Agreement with Pankaj Modi filed as Exhibit 10.1.1 to
our Form 10 is incorporated herein by reference.
10.2 Development and License Agreement dated September 5, 2000 between
Generex Biotechnology Corporation and Eli Lilly and Company filed
as Exhibit 10.1 to our Report on Form 8-K/A dated September 5,
2000 and filed with the Commission on January 24, 2001 is
incorporated herein by reference.
21 Subsidiaries of the Registrant, filed as Exhibit 21 to our 2001
10-K.
23.1.1 Consent of Deloitte & Touche LLP, independent public accountants,
filed as Exhibit 23.1.1 to our 2001 10-K.
23.1.2 Consent of WithumSmith+Brown, independent public accountants,
filed as Exhibit 23.1.2 to our 2001 10-K.
24 Powers of Attorney, filed as Exhibit 24 to our 2001 10-K.
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(b) Reports on Form 8- K
The following Reports on Form 8-K were filed during the last quarter of
the fiscal year:
1. Report on Form 8-K, filed with the Commission on May 22, 2001,
announcing an increase in the size of Generex's Board of Directors from
six to seven members, the appointment of Ivan Lieberburg, Ph.D., M.D.
as a director of Generex, and the removal of Generex from the Nasdaq
Biotechnology Index.
2. Report on Form 8-K, filed with the Commission on July 17, 2001,
announcing two private placements completed on or about July 6, 2001 in
which Generex raised $11,59,994.75 through the sale of units consisting
of one share of common stock and a warrant to purchase .25 shares of
common stock. The units were sold without registration under the
Securities Act of 1933 in reliance upon the exemption from registration
provided in Section 4(2) thereof and Rule 506 of Regulation D
promulgated thereunder.
3. Report on Form 8-K, filed with the Commission on August 15, 2001,
announcing that Generex had entered into a termination agreement with
Tradersbloom Limited pursuant to which the equity draw down facility
was terminated.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed by the
undersigned, thereunto duly authorized, this 27th day of February, 2002.
GENEREX BIOTECHNOLOGY CORPORATION
By: /s/ Anna E. Gluskin
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Anna E. Gluskin, President
Pursuant to the requirements of the Securities Exchange Act of 1934, the Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Name Capacity in which signed Date
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/s/ Anna E. Gluskin President, Chief Executive Officer February 27, 2002
--------------------------- and Director
Anna E. Gluskin
/s/ E. Mark Perri Chairman, Chief Financial Officer February 27, 2002
--------------------------- and Director
E. Mark Perri (principal financial and accounting officer)
/s/ Rose C. Perri Secretary, Treasurer, Chief Operating February 27, 2002
--------------------------- Officer and Director
Rose C. Perri
/s/ Pankaj Modi* Vice President, Research and Development February 27, 2002
--------------------------- and Director
Pankaj Modi
/s/ Michael Hawke* Director February 27, 2002
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Michael Hawke
/s/ Ivan M. Lieberburg* Director February 27, 2002
---------------------------
Ivan M. Lieberburg
/s/ Jan Michael Rosen* Director February 27, 2002
---------------------------
Jan Michael Rosen
*By /s/ E. Mark Perri
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E. Mark Perri, as Attorney-in-fact