Generex Biotechnology Corporation (NasdaqCM: GNBT), (www.generex.com) today announced that it convened a special meeting of stockholders (the "Special Meeting") on September 17, 2010 at 10:00 a.m. (local time) at the Meeting Rooms, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario Canada M5J 1A6. The Special Meeting was called to approve an amendment to Generex's Restated Certificate of Incorporation (i) to effect a reverse stock split of the common stock, at an exchange ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to September 16, 2011 (the implementation of the reverse stock split, ratio and timing of which will be subject to the discretion of the Board of Directors), and (ii) following the reverse stock split, if implemented, to reduce the number of authorized shares of common stock from 750,000,000 to 500,000,000 unless the Board of Directors utilizes a ratio of not more than 1-for-2, in which case, the number of authorized shares of common stock will be maintained at 750,000,000.
As previously announced, the only proposal submitted for the stockholders' consideration at the Special Meeting, prior to its adjournment, was the proposal to adjourn the Special Meeting to a later date to allow Generex to solicit additional proxies for the reverse stock split proposal described above (the "Adjournment Proposal"). The Adjournment Proposal was approved by more than a majority of shares of Generex common stock present, in person or represented by proxy, at the Special Meeting and entitled to vote on the Adjournment Proposal.
As a result of the approval of the Adjournment Proposal by Generex's stockholders, the Special Meeting has been adjourned until Friday, October 15, 2010, at 10:00 a.m. (local time), at the Meeting Rooms, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario Canada M5J 1A6. The record date for the Special Meeting remains August 17, 2010.
Generex cautions stockholders that there can be no assurance that the adjournment of the Special Meeting will result in Generex obtaining a sufficient number of votes in favor of the above-mentioned reverse stock split proposal. Nor can there be any assurance that the reverse stock split, if implemented, will have the desired effect of sufficiently raising the common stock price to meet The Nasdaq Capital Market's $1.00 minimum bid price requirement for continued listing.
The Board of Directors of Generex has not withdrawn, modified or qualified its unanimous recommendation that the stockholders of Generex vote "FOR" the reverse stock split proposal.
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 www.generex.com/proxy.
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