8-K 1 plain8k.txt 8-K 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) March 3, 2023 NuGenerex Immuno-Oncology, Inc. (Exact name of registrant as specifed in its charter) Delaware (State or other jurisdiction of incorporation) 000-56153 (Commission File Number) 04-3208418 (IRS Employer Identification No.) 10102 USA TODAY WAY, Miramar, Florida 33025 (Address of principal executive offices)(Zip Code) (214) 385-8997 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock N/A None 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). Emerging growth company [X] 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 Section 5 - Corporate Governance and Management Item Item 5.01 Changes in Control of Registrant. If, to the knowledge of the registrant's board of directors, a committee of the board of directors or authorized officer or officers of the registrant, a change in control of the registrant has occurred, furnish the following information: (1) the identity of the person(s) who acquired such control; * Beijing Youfeng Biological Technology Co., Ltd. (2) the date and a description of the transaction(s) which resulted in the change in control; * Pursuant to and in accordance with an order of the United States Bankruptcy Court, Southern District of Florida, Fort Lauderdale Division and a modified equity purchase agreement between Beijing Youfeng Biological Technology Co., Ltd. and the Chapter 7 Trustee for Generex Biotechnology Corporation, Beijing Youfeng Biological Technology Co., Ltd. acquired a majority of the issued and outstanding voting and equity securities in the capital of NuGenerex Immuno-Oncology, Inc. on March 3, 2023. (3) the basis of the control, including the percentage of voting securities of the registrant now beneficially owned directly or indirectly by the person(s) who acquired control; * Beijing Youfeng Biological Technology Co., Ltd. owns 64,153,151 common stock shares of NuGenerex Immuno-Oncology, Inc. (approximately 63.96%) and 100,000 shares, or 100%, of its Series A Super Voting Preferred Stock. (4) the amount of the consideration used by such person(s); * Per the Sale Order by the United States Bankruptcy Court, Southern District of Florida, Fort Lauderdale Division on February 7, 2023, Beijing Youfeng Biological Technology Co., Ltd. and the Chapter 7 Trustee allocate the purchase price of $3.35 million for the equity and assigned claims of Generex Biotechnology Corporation such as they agree. (5) the source(s) of funds used by the person(s); and * Beijing Youfeng Biological Technology Co., Ltd. (6) the identity of the person(s) from whom control was assumed; * Beijing Youfeng Biological Technology Co., Ltd. assumed control from the Trustee, Marc P. Barmat of the United States Bankruptcy Court, Southern District of Florida, Fort Lauderdale Division, who took control of Generex Biotechnology Corporation's shares of NuGenerex Immuno-Oncology, Inc. in its involuntary Chapter 7 bankruptcy. (7) any arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters; * None. Item 5.07 Submission of Matters to a Vote of Security Holders. If any matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, provide the following information: (a) The date of the meeting and whether it was an annual or special meeting. This information must be provided only if a meeting of security holders was held. * March 15, 2023; an election of directors took place without a meeting, through the written consent of the majority shareholder. (b) If the meeting involved the election of directors, the name of each director elected at the meeting, as well as a brief description of each other matter voted upon at the meeting; * XiaoYan (Maggie) Wang, Feng (Anthony) Wang and Kevin McGovern were elected as the new directors of NGIO without a meeting, through the written consent of the majority shareholder dated March 15, 2023, in accordance with Sec. 228(a) of the Delaware General Corporation Law. No proxies were solicited. (c) A description of the terms of any settlement between the registrant and any other participant terminating any solicitation subject to Rule 14a-12(c), including the cost or anticipated cost to the registrant. Not applicable (d) No later than one hundred fifty calendar days after the end of the annual or other meeting of shareholders at which shareholders voted on the frequency of shareholder votes on the compensation of executives as required by section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1), but in no event later than sixty calendar days prior to the deadline for submission of shareholder proposals under 240.14a-8, as disclosed in the registrant's most recent proxy statement for an annual or other meeting of shareholders relating to the election of directors at which shareholders voted on the frequency of shareholder votes on the compensation of executives as required by section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(2)), by amendment to the most recent Form 8-K filed pursuant to (b) of this Item, disclose the company's decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives. Not applicable Section 8 - Other Events Item 8.01 Other Events. * NuGenerex Immuno-Oncology, Inc. has new ownership and a new majority shareholder. Under Delaware law, the majority shareholder determined on March 15, 2023, without a meeting and with written notice, to remove each of NuGenerex Immuno-Oncology, Inc.'s directors and appoint a new board of directors. * NuGenerex Immuno-Oncology, Inc.'s new board of directors held its first meeting on March 21, 2023, and determined by unanimous written consent to remove all of the executive officers, with the exception of Dr. Eric von Hofe, Ph.D., and appoint the following officers: o Feng (Anthony) Wang: CEO, Secretary and Treasurer; o Dr. Eric von Hofe: President and Chief Scientific Officer. SIGNATURES 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. NuGenerex Immuno-Oncology, Inc. (Registrant) Date April 6, 2023 (Signature)* Feng (Anthony) Wang, Chief Executive Officer *Print name and title of the signing officer under his signature.

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): July 22, 2021

NuGenerex Immuno-Oncology, Inc.

(Exact of registrant as specified in its charter)

DELAWARE	000-56153	04-3208418
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification No.

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).

Emerging growth company ☒

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:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock N/A None

Item 8.01 Other Events.

On July 22, 2021, Generex Biotechnology Corporation (“Generex”) on behalf of itself and its subsidiary NuGenerex Immuno-Oncology, Inc. (collectively “Generex”) entered into a Quality Agreement with PPD Development, L.P. (“PPD”) regarding Generex’s efforts to develop Generex’s li- Key-SARS-CoV-2 coronavirus peptide vaccine (the “Quality Agreement”). The Quality Agreement describes the standards, expectations, and responsibilities of Generex and PPD with respect to managing quality, including, but not limited to, quality assurance (QA) and quality risk management (QRM) for the services and/or deliverables.

PPD is a leading global contract research organization providing comprehensive, integrated drug development, laboratory and lifecycle management services. PPD’s customers include pharmaceutical, biotechnology, medical device, academic and government organizations. With offices in 46 countries and approximately 24,000 professionals worldwide, PPD applies innovative technologies, therapeutic expertise and a firm commitment to quality to help customers bend the cost and time curve of drug development and optimize value in delivering life-changing therapies to improve health. For more information, visit www.ppd.com.

Ii-Key Platform Overview

The Ii-Key-SARS-CoV-2 vaccine is designed as a “Complete Vaccine” that has the potential to induce the T-Cell and antibody immune responses that can provide protective immunity with long-lasting immunologic memory against SARS-CoV-2 in a highly specific manner to ensure safety. Ii-Key is a platform technology enabled by the amino acid key sequence “LRMK” that is shared across the platform. The LRMK key sequence works by its ability to deliver any desired peptide epitope of interest directly to the MHC Class 2 complex on the surface of antigen presenting cells. Once a suitable target epitope is identified, an Ii-Key vaccine candidate is created by means of synthetic peptide synthesis, which produces a single linear amino acid chain that includes the Ii-Key sequence, a short inert linker sequence, and the target epitope of interest. In this way, the target epitope is delivered by the Ii-Key sequence directly to antigen presenting cells, resulting in an immune system stimulation.

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.

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 thereunto duly authorized.

Date: July 23, 2021

NuGenerex Immuno-Oncology, Inc.

/s/Joseph Moscato

By: Joseph Moscato, CEO

Filing Compare · NUGENEREX IMMUNO-ONCOLOGY, INC.