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): April 28, 2010

GENEREX BIOTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29169	98-0178636
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

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:

¨ 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 1.                                Entry into a Material Definitive Agreement.

On April 28, 2010, Generex Biotechnology Corporation (the “Company”) and Seaside 88, LP (“Seaside”) entered into the First Amendment (“Amendment”) to that certain Common Stock Purchase Agreement, dated as of April 7, 2010 and attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2010 (“Common Stock Purchase Agreement”).  Pursuant to the Amendment, the parties have modified the timing of the subsequent closings pursuant to which Seaside will purchase shares of the Company’s common stock and have provided for the proportionate adjustment of the number of such shares in respect of any stock split, stock dividend, combination, recapitalization or the like.  All other provisions of the Common Stock Purchase Agreement remain in full force and effect.  Pursuant to the Amendment, the next closing date will be April 30, 2010, and each subsequent closing date will occur two weeks thereafter.

The foregoing is only a summary of the material terms of the Amendment.  The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated subsequent closings under the offering described in the Common Stock Purchase Agreement, as amended.  The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, the substantial dilution to current stockholders as a result of the purchase price discount offered to Seaside, and the market overhang of shares available for sale that may develop as a result of the subsequent resale by Seaside of the shares it may purchase under the Common Stock Purchase Agreement, as amended, as well as other risks detailed from time to time in the Company’s periodic filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	First Amendment to Common Stock Purchase Agreement dated April 28, 2010 by and between Generex Biotechnology Corporation and Seaside 88, LP.

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.

	GENEREX BIOTECHNOLOGY CORPORATION.
Date: April 29, 2010	/s/ Rose C. Perri
	Chief Operating Officer and Chief Financial Officer (principal financial officer)

Exhibit Index

Exhibit Number	Description
10.1	First Amendment to Common Stock Purchase Agreement dated April 28, 2010 by and between Generex Biotechnology Corporation and Seaside 88, LP.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

COMMON STOCK PURCHASE AGREEMENT

This First Amendment to Common Stock Purchase Agreement (this “First Amendment”) is dated as of April 28, 2010, by and between Generex Biotechnology Corporation, a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).

WHEREAS, the parties entered into that certain Common Stock Purchase Agreement dated as of April 7, 2010 (the “Agreement”; capitalized terms used herein without definition shall have the meanings assigned to such terms in the Agreement), which Agreement provided for the sale by the Company to Seaside, and the purchase by Seaside from the Company, of up to 49,455,130 shares of Common Stock of the Company on certain Closing Dates as set forth in the Agreement; and

WHEREAS, the parties now desire to amend the Agreement to modify the timing of the Closings pursuant to the Agreement and certain other provisions of the Agreement, as more specifically set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Seaside agree as follows:

1.           The first Whereas clause of the Agreement shall be amended hereby by deleting such clause in its entirety and substituting therefor the following:

“WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Seaside, and Seaside desires to purchase from the Company, up to 49,455,130 shares of Common Stock (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like) on the Closing Dates;”

2.           The following definition as set forth in Section 1.1 of the Agreement shall be amended hereby by deleting such definition in its entirety and substituting therefor the following:

“Subsequent Closing Date” means (i) April 22, 2010, (ii) April 30, 2010 and (iii) thereafter, the day two weeks subsequent to the prior Closing Date (or, if such day is not a Trading Day, then the first day thereafter that is a Trading Day), or such later dates when all conditions precedent to Seaside’s obligations to purchase the Shares, and the Company’s obligations to issue and deliver the Shares, have been satisfied or waived, in each event with respect to such Subsequent Closing, unless this Agreement is earlier terminated pursuant to the terms hereof.”

3.           Section 2.2 of the Agreement shall be amended hereby by deleting such section in its entirety and substituting therefor the following:

“2.2           Subsequent Closings.  On each Subsequent Closing Date, subject to Section 2.6 and the Cap (as defined herein), Seaside shall purchase from the Company, and the Company shall issue and sell to Seaside, 2,000,000 Shares (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like) at the Per Share Purchase Price, provided, however, that in no event shall the Company issue and sell more than 49,455,130 Shares (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like) (the “Cap”) pursuant to this Agreement without first obtaining stockholder approval of the issuance, or potential issuance, of such excess Shares.  Upon satisfaction or waiver of the conditions set forth in Sections 2.3, 2.4, 2.5 and 2.6, each Subsequent Closing shall occur at the offices of White White & Van Etten PC, 55 Cambridge Parkway, Cambridge, MA 02142, or such other location as the parties shall mutually agree.”

4.           Section 2.3(a) of the Agreement shall be amended hereby by deleting such section in its entirety and substituting therefor the following:

“(a)           subject to Section 2.6(b) and the Cap, 2,000,000 Shares (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like), registered in the name of Seaside, via the DTC DWAC system, as specified on the signature pages hereto;”

5.           Section 2.4 of the Agreement shall be amended hereby by deleting such section in its entirety and substituting therefor the following:

“2.4           Deliveries by Seaside.  On each Closing Date, Seaside shall deliver or cause to be delivered to the Company an amount equal to the Per Share Purchase Price for each such Closing multiplied by the number of Shares purchased on such Closing Date, subject to Section 2.6(b) and the Cap, in each case by wire transfer of immediately available funds to the account as specified in writing by the Company, and in each case less the amount due Seaside for reimbursement of its expenses pursuant to Section 5.2 hereof.”

6.           Section 2.6(a) of the Agreement shall be amended hereby by deleting such section in its entirety and substituting therefor the following:

“(a)           In the event that the Per Share Purchase Price does not equal or exceed the Floor, as calculated with respect to any Subsequent Closing Date, then such Subsequent Closing will not occur.  In each such event, there will be one fewer Subsequent Closing pursuant to this Agreement and the aggregate number of Shares to be purchased hereunder shall be reduced by 2,000,000 Shares (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like, and subject to Section 2.6(c) and the Cap) for each such Subsequent Closing that does not occur because the Floor has not been reached.

7.           Except as otherwise expressly provided in this First Amendment, all provisions of the Agreement are hereby ratified and agreed to be in full force and effect, and are incorporated herein by reference.  This First Amendment may be executed in separate counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

8.           This First Amendment and the Agreement constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior written agreements and negotiations and oral understandings, if any, with respect to such subject matter.

(Signatures Follow)

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Common Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Generex Biotechnology Corporation

By:  /s/ Anna E. Gluskin

     Name:  Anna E. Gluskin

     Title:    President and Chief Executive Officer

By: /s/ Rose Perri

     Name:  Rose Perri

     Title:   Chief Operating Officer and

                 Chief Financial Officer

Seaside 88, LP

By:  Seaside 88 Advisors, LLC

By:  /s/ William J. Ritger

       Name: William J. Ritger

       Title:  Manager