8-K

                       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) June 2, 2003
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                        Generex Biotechnology Corporation
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             (Exact name of registrant as specified in its charter)



             Delaware               000-25169            82-049021
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   (State or other jurisdiction    (Commission         (IRS Employer
         of Incorporation)         File Number)       Identification No.)



          33 Harbor Square, Suite 202, Toronto, Ontario Canada M5J 2G2
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               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 416/364-2551
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          -------------------------------------------------------------
          (Former name or former address, if changed since last report)






Item 5. Other Events

On June 2, 2003, Generex Biotechnology Corporation issued a press release
announcing that the Company will no longer be listed on the Nasdaq National
Market because the Company is not in compliance with the requirements of NASD
Marketplace Rule 4450(a)(3) which requires an issuer to have a minimum of
$10,000,000 in stockholders' equity. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.


         (c)  Exhibits

         Exhibit No.                      Description
         -----------                      -----------
           99.1                           Press release dated June 3, 2003.


                                    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.

                                             GENEREX BIOTECHNOLOGY CORPORATION



Dated: June 5, 2003                          By: Rose C. Perri
                                             --------------------------
                                             Rose C. Perri
                                             Chief Operating Officer
                                             (principal financial officer)




                                  Exhibit Index
                                  -------------

Exhibit No.          Description
- -----------          -----------
   99.1              Press release dated June 3, 2003

EX-99

Exhibit 99.1


Generex Biotechnology Corporation to be transferred to Nasdaq SmallCap Market

          o Company will Further Appeal Delisting from National Market

TORONTO, June 3, 2003 ( ) - Generex Biotechnology Corporation (Nasdaq: GNBT),
today announced that a Nasdaq Listing Qualifications Panel ("Panel") agreed that
the Company's common stock should no longer be listed on the Nasdaq National
Market because the Company is not in compliance with the requirements of NASD
Marketplace Rule 4450(a)(3). This rule requires the Company to have a minimum of
$10,000,000 in stockholders' equity. Based on the Company's last filed quarterly
report on Form 10-Q for the period ended January 31, 2003, the Company's
stockholders equity was $4,978,371.

Under the Panel's determination, the Company's common stock will be listed on
The Nasdaq SmallCap Market effective with the opening of business on Thursday
June 5, 2003. The continuation of the Company's SmallCap listing will be
conditioned upon Nasdaq's review of the Company's application to ensure
compliance with all Nasdaq standards and the Company's timely filing of its next
10-Q and 10-K showing compliance with the SmallCap $2,500,000 minimum
shareholders' equity requirement.

Pursuant to NASD Marketplace Rules, the Company intends to appeal the Panel's
determination to the Nasdaq Listing and Hearings Review Council ("the Council").
However, the Company's request for review by the Council does not affect the
Panel's decision to remove the Company from the Nasdaq National Market.

In connection with its Annual Report on Form 10-K for the year ended July 31,
2002, filed in October 2002, the Company's Series A Preferred Stock was
reclassified from the equity section of the balance sheet to a "mezzanine"
position which is not included within stockholders equity. The Series A
Preferred Stock had been classified as equity in each of the Company's prior
financial statements since issue, including its audited financial statements
contained in its Form 10-K for the fiscal year ended July 31, 2001. The
reclassification effectively moved $12,735,000 from stockholders equity to the
mezzanine category as of July 31, 2002. Because of additional dividends accruing
on the preferred stock, the balance sheet value of the preferred stock was
$13,492,000 at January 31, 2003.

The Company is pursuing alternatives for increasing its stockholders equity,
including additional financing as well as adjustments to the terms of the Series
A Preferred stock to allow it to be re-classified as equity. However, the
Company cannot assure investors that the Council will consider any plan or new
information which the Company may present.

About Generex:

Generex is engaged in the research and development of drug delivery systems and
technology. To date, it has focused on developing a platform technology for the
buccal delivery - delivery to the oral cavity for absorption through the inner
mouth mucosa - of drugs that historically have been administered only by
injection. Generex's buccal delivery technology has application to a large
number of drugs.

This release and oral statements made from time to time by Generex
representatives concerning the same subject matter may contain "forward-looking
statements' within the meaning of the private Securities Litigation Reform Act
of 1995. These statements can be identified by introductory words such as
"expects," "plans," "intends," "believes," "will," "estimates," "forecasts,"
"projects" or words of similar meaning, and by the fact that they do not relate
strictly to historical or current facts. Forward-looking statements frequently
are used in discussing potential product applications, potential collaborations,
product development activities, clinical studies, regulatory submissions and
approvals, and similar operating matters. Many factors may cause actual results
to differ from forward-looking statements, including inaccurate assumptions and
a broad variety of risks and uncertainties, some of which are known and others
of which are not. Known risks and uncertainties 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
claims the protection of the safe harbor for forward-looking statements that is
contained in the Private Securities Litigation Reform Act.

412054