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) August 29, 2000
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Generex Biotechnology Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-25169 82-049021
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
33 Harbor Square, Suite 202, Toronto, Ontario Canada M5J 2G2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 416/364-2551
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Generex has entered into a Common Stock Purchase Agreement with
Tradersbloom Limited, a British Virgin Islands corporation, pursuant to which we
may elect to sell to Tradersbloom, from time to time during the term of the
Purchase Agreement, shares of our common stock, up to a maximum sale of
$50,000,000. Tradersbloom's commitment to purchase shares under this Purchase
Agreement is conditioned upon our registering for resale under the Securities
Act all shares that are sold under the Purchase Agreement pursuant to a
Registration Rights Agreement entered into concurrently with the Purchase
Agreement, as well as other conditions and limitations set forth in the
Agreement, including the limitation that Tradersbloom may not be required to
purchase more than $5,000,000 of our common stock during any investment period
of 22 consecutive trading days.
The Purchase Agreement was arranged by Ladenburg Thalmann & Co., which will
receive a cash commission of 5% upon the sale of shares under the Purchase
Agreement. We also paid Ladenburg a $35,000 non-accountable expense allowance in
connection with this transaction, and issued to Ladenburg warrants to purchase
236,986 shares of our common stock ("Equity Line Warrants") as partial
compensation for its services. Edmund Chavez, an individual who introduced us to
Ladenburg, will receive a finder's fee equal to 2% of sales under the Agreement,
and received Equity Line Warrants to purchase 94,675 shares. We also issued
236,986 Equity Line Warrants to Tradersbloom in lieu of a minimum commitment to
draw upon the equity line furnished by Tradersbloom under the Purchase
Agreement.
The Equity Line Warrants issued to Ladenburg, Tradersbloom and Chavez are
exercisable at a price of $12.15 per share, expire on August 14, 2003, and
contain anti-dilution and other terms that are typical of securities of this
nature.
Copies of the Purchase Agreement, Registration Rights Agreement and form of
Warrants issued are filed as Exhibits with this Report.
The Equity Line Warrants have been issued, and the shares issuable pursuant
to the Purchase Agreement will be sold, without registration under the
Securities Act in reliance upon the exemption from registration provided in
Section 4(2) thereof and Rule 506, Regulation D promulgated thereunder. As
indicated above, the shares sold to Tradersbloom pursuant to the Purchase
Agreement and the common stock issuable on exercise of the Equity Line Warrants
will be registered for resale.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
None.
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(b) Exhibits.
The following Exhibits are being filed herewith:
Exhibit 99.1 Common Stock Purchase Agreement with Tradersbloom Limited dated
August 14, 2000
Exhibit 99.2 Registration Rights Agreement with Tradersbloom Limited dated
August 14, 2000
Exhibit 99.3 Form of Warrant issued to Ladenburg Thalmann & Co., Tradersbloom
Limited and Edmund Chavez in connection with the execution of
Common Stock Purchase Agreement dated August 14, 2000
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.
GENEREX BIOTECHNOLOGY CORPORATION
Dated: August 31, 2000 By: /s/ E. Mark Perri
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E. Mark Perri, Chairman and CFO
