GNBT Generex Biotechnology Corporation (CE)

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2019, Generex Biotechnology Corporation (“ Generex ”) and its wholly owned subsidiary NuGenerex Distribution Solutions, LLC (“ NDS ”), entered into Asset Purchase Agreements (the “APAs”) for the purchase of substantially all of the operating assets of

Medisource Partners, LLC (“ Medisource ”) and Pantheon Medical - Foot & Ankle, LLC (“ Pantheon ”). Closing under each APA is scheduled for August 1, 2019.

Medisource contracts with vendors (including Pantheon ) for nationwide distribution of implants and devices for spine, hips, knees, foot, ankle, hand, and wrist surgeries. Additional product lines include biologics (blood, bone, tissue, and stem cells), durable medical equipment, and soft goods. The company also supplies kits to process bone marrow aspirates and platelet rich plasma biologics at the time of surgery.

Pantheon sells a physician friendly, “all-in-one,” integrated kit that includes plates, screws, and tools required for orthopedic surgeons and podiatrists conducting foot and ankle surgeries. Over the next three years, the company expects to develop and submit several new product lines to the FDA, which will include cannulated surgical screws and surgical staples, as well as a proprietary Hammertoe System.

Travis H. Bird is the CEO and principal owner of both Pantheon and Medisource.

Under the APAs:

At closing, Mr. Bird will enter into a 18 month consulting agreement with NDS. As compensation, Mr. Bird will receive Generex common stock with a value of $250,000, as well as monthly payments equaling $97,222.22. The monthly payments shall be paid from any available cash from the operations of Pantheon and Medisource. Any remaining balance of such monthly payments will consist of common stock. The agreement specifies the shares are to be freely tradeable. In addition, Mr. Travis will agree to fully assign and exchange any ownership rights in any new technology he develops with the Company, in exchange for a payment of Five Hundred Thousand Dollars ($500,000.00) in value of common stock for each completed item submitted to the FDA.

This Current Report contains summaries of the material terms of the APAs. The summaries of these documents are subject to, and are qualified in their entirety by, reference to the APAs, which are filed as an exhibit hereto and incorporated herein by reference.

Forward-Looking Statements

Statements in this report may contain certain forward-looking statements. All statements included concerning activities, events or developments that the Generex expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Known risks and uncertainties also include those identified from time to time in the reports filed by Generex with the Securities and Exchange Commission, which should be considered together with any forward-looking statement. No forward-looking statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements. Generex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Generex cannot be sure when or if it will be permitted by regulatory agencies to undertake additional clinical trials or to commence any particular phase of clinical trials. Because of this, statements regarding the expected timing of clinical trials or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act. Additional information on these and other risks, uncertainties and factors is included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.