Current Report Filing (8-k)
June 05 2019 - 04:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): M
ay 6, 2019
Generex
biotechnology corpORATION
(
Exact
of registrant as specified in its charter)
DELAWARE
000-29169
98-0178636
State
or other jurisdiction of incorporation Commission File Number IRS Employer Identification №.
10102
USA Today Way, Miramar, Florida
33025
(Address
of principal executive offices) (Zip Code)
(416)
364-2551
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
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of each exchange on which registered
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N/A
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Item 4.01
Change In Registrant’s Certifying Accountant
On
May 6, 2019, MNP LLP (“MNP”) resigned as the auditor for Generex Biotechnology Corporation. Effective May 31, 2019,
we engaged Mazars USA, LLP ("Mazars") to serve as the independent public accountants to audit our financial statements
for the fiscal year ending July 31, 2019.
MNP’s
reports on our financial statements for the fiscal years ended July 31, 2018 and July 31, 2017 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except
that MNP’s reports on our financial statements for the fiscal years ended July 31, 2018 and July 31, 2017 did contain an
explanatory paragraph regarding their substantial doubt as to our ability to continue as a going concern, and the lack of any
adjustments to the financial statements that might result from that circumstance.
During
our past two fiscal years and the interim period through May 6, 2019, we had no disagreements with MNP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to MNP’s
satisfaction, would have caused MNP to make reference to the subject matter of the disagreement in connection with its report.
During
our past two fiscal years and the interim period through May 6, 2019 MNP did not advise us of any of the matters specified in
Item 304(a)(v) of Regulation S-K, except as follows:
MNP
advised management of material weaknesses in internal controls during its review of our financial statements for the fiscal quarter
ended January 31, 2019. The internal control deficiencies were disclosed and detailed in Part 1, Item 4 of our 10-Q/A for
that period, filed April 16, 2019. MNP discussed these issues with the Chairman of our Audit Committee. Generex has authorized
MNP to respond fully to the inquiries of any successor accountant retained by Generex regarding these issues.
Generex
has provided MNP a copy of this form 8-K and stating and requested MNP provide a letter to the Commission stating whether MNP
agrees or disagrees with the statements contained herein. Such letter is attached hereto as Exhibit 16.
During
our fiscal years ended July 31, 2018 and July 31, 2017, and the interim period through May 31, 2019, we have had no consultations
with Mazars concerning: (a) the application of accounting principles to a specific transaction or the type of opinion that might
be rendered on our financial statements as to which we received a written report or oral advice that was an important factor in
reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement
or reportable event, as defined in Item 304(a)(1)(iv) of Regulation S-K.
The
appointment of Mazars as independent public accountants was approved by the Board of Directors and audit committee of Generex
Biotechnology Corporation
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
16.
Letter from MNP LLP, addressed to the Securities and Exchange Commission regarding its agreement to the statements made
herein.
SIGNATURE
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 hereunto duly authorized.
Date: June
5, 2019
Generex
Biotechnology Corp.
/s/Joe
Moscato
By:
Joe Moscato, CEO, President
Generex Biotechnology (CE) (USOTC:GNBT)
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