GENEREX BIOTECHNOLOGY CORPORATION
1,000,000 Shares of Series A Cumulative Redeemable Perpetual Preferred Stock
Warrants to purchase up to 100,000 Shares of Common Stock
Generex Biotechnology Corporation is offering 1,000,000 shares of its Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) and warrants (“Warrants”) to purchase up to an aggregate of 100,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”). For every ten shares of Series A Preferred Stock purchased, we will issue to such purchaser one Warrant to purchase one share of Common Stock. The Warrants will have an initial per share exercise price of $15.00. The warrants will be exercisable immediately and will expire two years from the date of issuance.
Dividends on the Series A Preferred Stock offered hereby are cumulative from the first day of the calendar month in which they are issued and will be payable on the fifteenth day of each calendar month, when, as and if declared by our board of directors. Dividends will be payable out of amounts legally available therefor at a rate equal to 13% per annum per $33.00 of stated liquidation preference per share, or $33.00 per share of Series A Preferred Stock per year.
To provide for the first three years of dividend payments on Series A Prefereed Stock we will create a sinking fund reserve into which we will deposit 39.00% of the gross proceeds of this offering. We will not have access to any amounts in the sinking fund reserve other than to pay monthly dividends on the Series A Preferred Stock.
Commencing on , 2023, we may redeem, at our option, the Series A Preferred Stock, in whole or in part, at a cash redemption price equal to $33.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the redemption date. Prior to , upon a Change of Control, as defined in this prospectus, we may redeem, at our option, the Series A Preferred Stock, in whole or part, at a cash redemption price of $33.00 per share, plus any accumulated and unpaid dividends thereon to, but not including the redemption date. The Series A Preferred Stock has no stated maturity, will not be subject to any sinking fund for redemption or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.
Holders of the Series A Preferred Stock generally will have no voting rights except for certain limited voting rights in circumstances where dividends payable on the outstanding Series A Preferred Stock are in arrears for eighteen or more consecutive or nonconsecutive monthly dividend periods.
We will be restricted in our ability to issue or create any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to dividends or distributions, so long as the Series A Preferred Stock is outstanding, unless holders of at least 67% of the then outstanding Series A Preferred Stock consent to same.
We will apply to have our Series A Preferred Stock listed on the Nasdaq Capital Market under the symbol “GNBTP.”
