Generex Biotechnology Corp. (fka GNBTQ)

[WeeZuhl]

Something Smells Like Dilution.


Yep, must be this...

http://www.prnewswire.com/news-releases/generex-announces-capital-investment-300104324.html

Generex Announces Capital Investment
WORCESTER, Mass. and TORONTO, June 24, 2015 /PRNewswire/ -- Generex Biotechnology Corporation (www.generex.com) (OTCQB: GNBT) today announced that it entered into a securities purchase agreement with an institutional investor on June 24, 2015. The investor has agreed to purchase in a private placement an aggregate of 500 shares of the Company's newly designated non-voting Series G 9% Convertible Preferred Stock ("convertible preferred stock") and warrants to purchase up to an aggregate of 100% of the shares of its common stock issuable upon conversion of the convertible preferred stock ("warrants") at the closing. The convertible preferred stock and warrants will be sold in units, with each unit consisting of one share of convertible preferred stock and a warrant to purchase 100% of the shares of the Company's common stock issuable upon conversion of such shares of convertible preferred stock. Each unit will be sold at a negotiated price of $1,000 for an aggregate purchase price of $500,000. An aggregate of 66,666,666 shares of the Company's common stock will be issuable upon conversion of, or exercise of, the convertible preferred stock and warrants issued at the closing. In addition, until the one year anniversary of the date upon which the Company's stockholders approve an increase in the Company's authorized capital, the investor may, in its sole determination, elect to purchase, in one or more purchases, additional units consisting of convertible preferred stock and warrants at a purchase price of $1,000 per unit with an aggregate subscription amount thereof of up to $500,000, which units will be identical to the units of convertible preferred stock and warrants issued in connection with the initial closing.

The convertible preferred stock has an effective conversion price of $0.015 per share, subject to adjustment under certain circumstances. The convertible preferred stock will accrue a 9% dividend until June 24, 2018 and, beginning on June 24, 2018, and on each one year anniversary thereafter, such dividend rate will increase by an additional 3%. The dividend will be payable quarterly in cash, or at the Company's option, in shares of common stock. In the event that the convertible preferred stock is converted prior to June 24, 2018, the Company will pay the holder of the converted preferred stock an amount equal to $270 per $1,000 of stated value of the convertible preferred stock, less the amount of all prior quarterly dividends paid on such converted preferred stock before the relevant conversion date. Such "make-whole payment" may be made in cash or, at the Company's option subject to the satisfaction of certain conditions, in shares of its common stock.

Subject to certain ownership limitations, the warrants will be exercisable at any time after their date of issuance and on or before the five year anniversary thereafter at an exercise price of $0.015 per share of common stock, subject to adjustment under certain circumstances. The exercise price and number of shares of common stock issuable upon exercise will also be adjusted on a full ratchet basis if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then exercise price, except in the event of certain exempt issuances.