8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 17, 2005

		GENEREX BIOTECHNOLOGY CORPORATION
	(Exact Name of Registrant as Specified in Its Charter)
Delaware		000-25169	98-0178636
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS EmployerIdentificationNumber)
33 Harbour Square, Suite 202, Toronto, Ontario Canada			M5J 2G2
(Address of Principal Executive Offices)			(Zip Code)
Registrant’s telephone number, including area code: (416) 364-2551
		N/A
	(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 (see General Instruction A.2. below):

 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))

Item 8.01.Other Events.

As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2005 (the “June 17 Current Report”), the Company and four accredited investors (the “Investors”) entered into Amendment No. 1 to Securities Purchase Agreement and Registration Rights Agreement (the “Amendment”) on June 16, 2005, pursuant to which the Investors agreed to exercise 50% of their existing Additional Investment Rights (which were issued under the Securities Purchase Agreement dated November 10, 2004 among the Company and the Investors) in the aggregate amount of $2,000,000 and the Company agreed to issue to the Investors Debentures, Warrants and further Additional Investment Rights. The Amendment and the newly issued Debentures, Warrants and further Additional Investment Rights are discussed in the Company’s June 17 Current Report, and the Amendment is filed as an exhibit thereto. As of June 17, 2005, funding of the transaction occurred, and the closing conditions specified under the Amendment were satisfied.

A copy of the press release issued by the Company announcing the completion of this transaction is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits.

99.1 Press Release issued by Generex Biotechnology Corporation on June 17, 2005

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
Date: June 17, 2005	By:	/s/ Rose C. Perri
		Chief Operating Officer and Chief Financial Officer
		(principal financial officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Generex Biotechnology Corporation on June 17, 2005

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 17, 2005

GENEREX BIOTECHNOLOGY ANNOUNCES COMPLETION OF

 $2.0 MILLION DEBENTURE TRANSACTION

TORONTO, Canada - June 17, 2005 - Generex Biotechnology Corporation (NasdaqSC: GNBT), a leader in the area of buccal drug delivery, announced today that that it has received the funding contemplated by its previously announced June 16, 2005 agreement with the holders of its 6% Secured Convertible Debentures for the issuance of additional Debentures, Warrants and further Additional Investment Rights for an aggregate purchase price of $2,000,000. The closing of the transaction occurred today. Generex expects to utilize the proceeds from the transaction to fund the initial launch of commercial sales of its flagship product, Oral-lyn™ (a proprietary oral insulin buccal spray product), accelerate further clinical development activities and for working capital and other general corporate purposes.

About Generex

Generex is engaged in the research and development of drug delivery systems and technologies. Generex has developed a proprietary platform technology for the delivery of drugs into the human body through the oral cavity (with no deposit in the lungs). Generex’s proprietary liquid formulations allow drugs typically administered by injection to be absorbed into the body by the lining of the inner mouth using the Generex’s proprietary RapidMist™ device. Generex’s flagship product, oral insulin (Oral-lyn™), is in late stage clinical trials around the world.

For more information, visit the Generex Web site at www.generex.com.

Safe Harbor Statement: 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 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 cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act.