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;
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(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 theUnited States Bankruptcy Court, Southern District ofFlorida , Fort Lauderdale Division and a modified equity purchase agreement betweenBeijing Youfeng Biological Technology Co., Ltd. and the Chapter 7 Trustee forGenerex Biotechnology Corporation , Beijing Youfeng BiologicalTechnology Co., Ltd. acquired a majority of the issued and outstanding voting and equity securities in the capital ofNuGenerex Immuno-Oncology, Inc. onMarch 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 ofNuGenerex 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 theUnited States Bankruptcy Court, Southern District ofFlorida , Fort Lauderdale Division onFebruary 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 ofGenerex Biotechnology Corporation such as they agree.
(5) the source(s) of funds used by the person(s); and
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(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 theUnited States Bankruptcy Court, Southern District ofFlorida , Fort Lauderdale Division, who took control ofGenerex Biotechnology Corporation's shares ofNuGenerex 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 andKevin McGovern were elected as the new directors of NGIO without a meeting, through the written consent of the majority shareholder datedMarch 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. UnderDelaware law, the majority shareholder determined onMarch 15, 2023 , without a meeting and with written notice, to remove each ofNuGenerex 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 onMarch 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: oFeng (Anthony) Wang : CEO, Secretary and Treasurer; o Dr.Eric von Hofe : President and Chief Scientific Officer.
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