Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on From 8-K filed
Under the SPA, in exchange for the ALTuCELL Stock, Generex agreed to deliver at
closing shares of Generex common stock and
In addition to stock and cash at closing, Generex has agreed to pay up to an
aggregate of
Closing of the transaction was anticipated to occur before the end of December, 2019, but has not occurred.
On
If the closing is not completed within 30 days of execution of the Amendment,
SPA will lapse unless the parties agree in writing to continue the transaction.
Under the Amendment, Generex agreed to fund the ongoing operations of ALTuCELL
during the extension period with a payment of
If ALTuCELL chooses to cancel the transaction as a result of delays due to forces beyond the
control of Generex, including government regulatory delays or extended reviews by
regulators that delay approvals of corporate actions, or by natural disasters or other
unforeseen events beyond the control of Generex, ALTuCELL agrees to return all
payments made by Generex.
This Current Report contains a summary of the material terms of the Amendment. The summary of this document is subject to, and is qualified in its entirety by, reference to the Amendment, which is filed as an exhibit hereto and incorporated herein by reference.
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Forward-Looking Statements
Statements in this report may contain certain forward-looking statements. All
statements included concerning activities, events or developments that the
Generex expects, believes or anticipates will or may occur in the future are
forward-looking statements. Actual results could differ materially from the
results discussed in the forward-looking statements. Forward-looking statements
are based on current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors that may cause
actual results and performance to be materially different from any future
results or performance expressed or implied by forward-looking statements. Known
risks and uncertainties also include those identified from time to time in the
reports filed by Generex with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The list of exhibits called included in this Current Report is incorporated by reference to the Exhibit Index filed with this report.
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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 thereunto duly authorized.
Date:January 28, 2020 Generex Biotechnology Corp. /s/Joseph Moscato
By:
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