Generex Announces That
Adjournment
Will be Sole Matter Considered at
Reconvened
Special Meeting of Stockholders on
October 15, 2010
WORCESTER, MA, October 14,
2010 (PRNewswire) – Generex Biotechnology Corporation (NasdaqCM:GNBT, www.generex.com)
today announced that the sole matter for consideration by stockholders at the
reconvened special meeting of stockholders being held tomorrow, October 15,
2010, will be to approve a proposal to adjourn the special meeting to Monday,
October 18, 2010.
As
previously disclosed in Generex’s proxy statement dated August 23, 2010,
Generex received a delisting determination letter from the staff of The Nasdaq
Stock Market in May 2010 due to Generex’s failure to regain compliance with The
Nasdaq Capital Market's minimum bid price requirement for continued
listing. Generex appealed the determination, and the Nasdaq Hearings Panel
granted Generex’s request to remain listed on The Nasdaq Stock Market, subject
to certain conditions, including obtaining shareholder approval on or before
July 28, 2010 to implement a reverse stock split in a ratio sufficient to meet
the $1.00 bid price requirement for continued listing. At Generex’s
annual meeting held on July 28, 2010, the reverse stock split proposal was not
approved because it fell short of the required threshold of at least 50% of the
total shares outstanding voting in favor even though 60.62% of the voting
stockholders voted in favor of the reverse stock split
proposal. Generex reported the results of the annual meeting to the
Nasdaq Hearings Panel, and requested additional time to hold the special meeting
dedicated to approving the reverse stock split.
On
September 14, 2010, the Nasdaq Hearings Panel granted Generex’s further request
for continued listing, subject to certain conditions. These
conditions include informing the Panel that we have obtained shareholder
approval to implement a reverse stock split in a ratio sufficient to meet the
$1.00 bid price and demonstrating on or before November 2, 2010 a closing bid
price of $1.00 or more for a minimum of ten prior consecutive trading
days. During the
granted exception period, Generex must promptly notify the Panel of any
significant developments, particularly any event, condition or circumstance that
may impact its ability to maintain compliance with any Nasdaq listing
requirement or the exception deadline. The Panel reserves the right to
reconsider the granted exception in such an instance. Generex is
notifying the Panel of the one business day adjournment.
Generex
is adjourning the reconvened special meeting scheduled for October 15, 2010 in
order to provide it with more time to solicit additional proxies for the
proposal 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.
Generex
cautions stockholders that there can be no assurance that the adjournment of the
reconvened 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.
If the
proposal to adjourn the special meeting is approved on October 15, the adjourned
special meeting of stockholders will be held on Monday, October 18, 2010,
at 4:00 p.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.