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 13, 2006

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 Employer Identification Number)

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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 13, 2006, Generex Biotechnology Corporation (the “Company”) filed a Certificate Eliminating Reference to Shares of Series A Preferred Stock (the “Certificate of Elimination”) from the Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) of the Company with the Secretary of State of the State of Delaware, which became effective on such date.

The Certificate of Elimination eliminated from the Company’s Certificate of Incorporation all references to the Company’s Series A Preferred Stock (“Series A Preferred Stock”). Prior to the filing of the Certificate of Elimination, there were 1,512 shares of the Company’s preferred stock designated as Series A Preferred Stock in accordance with the certificate of designation relating thereto, but there were no outstanding shares of the Series A Preferred Stock. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, stockholder approval for the filing of the Certificate of Elimination was not required.

With the elimination of the Series A Preferred Stock, the Company will treat the shares of preferred stock previously designated as Series A Preferred Stock as authorized but unissued preferred stock that may be issued from time to time in one or more series with such designations, preferences, powers and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be stated in the resolutions adopted by the Company’s Board of Directors providing for the designation and creation of such series of preferred stock.

The Company restated its Certificate of Incorporation (the “Restated Certificate of Incorporation”) to reflect (i) the Certificate of Elimination and (ii) the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), which was filed with the Secretary of State of the State of Delaware on May 31, 2006 and which became effective on such date, increasing the number of authorized shares of the Company’s common stock. The filing of the Certificate of Amendment was disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2006. On June 13, 2006, the Company filed the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective on such date.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

3(I)	Certificate Eliminating Reference to Shares of Series A Preferred Stock from the Restated Certificate of Incorporation of Generex Biotechnology Corporation filed with the Secretary of State of the State of Delaware on June 13, 2006.
3(II)	Restated Certificate of Incorporation of Generex Biotechnology Corporation filed with the Secretary of State of the State of Delaware on June 13, 2006.

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 19, 2006	By:	/s/ Rose C. Perri
		Chief Operating Officer and Chief Financial Officer (principal financial officer)

EXHIBIT INDEX

3(I)	Certificate Eliminating Reference to Shares of Series A Preferred Stock from the Restated Certificate of Incorporation of Generex Biotechnology Corporation filed with the Secretary of State of the State of Delaware on June 13, 2006.
3(II)	Restated Certificate of Incorporation of Generex Biotechnology Corporation filed with the Secretary of State of the State of Delaware on June 13, 2006.

EX-3.I

Exhibit 3(I)

CERTIFICATE ELIMINATING

REFERENCE TO SHARES OF

SERIES A PREFERRED STOCK

FROM THE CERTIFICATE OF INCORPORATION

OF

GENEREX BIOTECHNOLOGY CORPORATION

Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that:

1. The name of the corporation (hereinafter referred to as the “Corporation”) is Generex Biotechnology Corporation.

2. The designation of the series of shares of stock of the Corporation to which this Certificate relates is Series A Preferred Stock.

3. The voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the said series of shares of stock were provided for in resolutions adopted by the Board of Directors of the Corporation pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation, as heretofore amended. The Certificate of Designation setting forth the said resolutions has been heretofore filed with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware.

4. The Board of Directors of the Corporation has adopted the following resolutions:

RESOLVED, that none of the authorized shares of the Series A Preferred Stock is outstanding; and

FURTHER RESOLVED, that none of the shares of Series A Preferred Stock will be issued hereafter; and

FURTHER RESOLVED, that all matters set forth in the Certificate of Designation relating to the Series A Preferred Stock be eliminated from the Certificate of Incorporation of the Corporation; and

FURTHER RESOLVED, that the proper officers of the Corporation be, and each hereby is, authorized and directed to file a certificate setting forth these resolutions with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Certificate of Incorporation of the Corporation all references to the Series A Preferred Stock.

5. Accordingly, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.

In accordance with Section 103(a)(2) and Section 103(b)(2) of the General Corporation Law of the State of Delaware, the Corporation hereby executes and acknowledges this Certificate this 13^th day of June, 2006.

GENEREX BIOTECHNOLOGY CORPORATION
By:	/s/ Rose C. Perri
	Rose C. Perri
	Secretary & Chief Financial Officer

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EX-3.II

Exhibit 3(II)

RESTATED

CERTIFICATE OF INCORPORATION

OF

GENEREX BIOTECHNOLOGY CORPORATION

Generex Biotechnology Corporation, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), hereby certifies as follows:

1.The present name of the Corporation is Generex Biotechnology Corporation. The date of filing of its original Certificate of Incorporation with the Secretary of State was September 4, 1997. The Corporation was originally known as Generex Biotechnology Corporation. On January 16, 1998, in connection with the filing of a Certificate of Merger, its name was changed to GBC - Delaware, Inc. On April 28, 1999, in connection with the filing of a Certificate of Merger, the Corporation changed its name back to Generex Biotechnology Corporation.

2.This Restated Certificate of Incorporation has been duly adopted by unanimous written consent of the Board of Directors of the Company without a vote of the stockholders of the Company in accordance with the applicable provisions of Sections 141 and 245 of the General Corporation Law of the State of Delaware.

3.This Restated Certificate of Incorporation was duly adopted by the Corporation's Board of Directors in accordance with the provisions of Section 245 of the Delaware General Corporation Law and only restates and integrates, but does not further amend, the provisions of the Corporation's Certificate of Incorporation, as heretofore amended or supplemented. The text of the Certificate of Incorporation of the Corporation is hereby restated without further amendment to read as follows:

FIRST: The name of the Corporation is Generex Biotechnology Corporation.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The aggregate number of shares of all classes of stock that this Corporation shall have the authority to issue is 501,000,000 shares, consisting of (a) 500,000,000 shares of common stock, par value $.001 per share, and (b) 1,000,000 shares of preferred stock, par value $.001 per share. The preferred stock may be issued in one or more series and may have preferences as to dividends and to liquidation of the Corporation. The Board of Directors of the Corporation shall establish the specific rights, preferences, voting privileges and restrictions of such preferred stock or any series thereof.

FIFTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided:

1.Election of directors need not be by written ballot.

2.The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

SIXTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

EIGHTH: Section 203 of the General Corporation Law of Delaware, as amended, shall not be applicable to this corporation.

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In accordance with Section 103(a)(2) and Section 103(b)(2) of the General Corporation Law of the State of Delaware, the Corporation hereby executes and acknowledges this Restated Certificate of Incorporation this 13^th day of June, 2006.

GENEREX BIOTECHNOLOGY CORPORATION
By:	/s/ Rose C. Perri
	Name: Rose C. Perri
	Title: Secretary & Chief Financial Officer

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