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): October 11, 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 8.01 Other Events.

On October 11, 2010, Generex Biotechnology Corporation (the “Company”) issued a press release to announce that it plans to initiate a rights offering of common stock and warrants to its existing stockholders in the event that the Company’s stockholders approve a reverse stock split at the reconvened special meeting of stockholders scheduled for 10 a.m. local time on Friday, October 15, 2010.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit Number	Description
99.1	Press release issued by Generex Biotechnology Corporation dated October 11, 2010.

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: October 12, 2010	/s/ Rose C. Perri
	Rose C. Perri Chief Operating Officer
	/s/ John P. Barratt
	John P. Barratt
	Chairman

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Generex Biotechnology Corporation dated October 11, 2010.

 

EX-99.1

Exhibit 99.1

Generex Plans Rights Offering to Stockholders

Following Reverse Stock Split

WORCESTER, MA, Oct 11, 2010 (PRNewswire) – Generex Biotechnology Corporation (NasdaqCM:GNBT) (www.generex.com) today announced that it plans to initiate a rights offering  of common stock and warrants to its existing stockholders in the event that the stockholders approve a reverse stock split at the reconvened special meeting of stockholders scheduled for 10 a.m. EDT on Friday, October 15, 2010.  The amount of the offering has not been determined, but is anticipated to permit an aggregate investment of at least $25,000,000.  Certain warrant holders also will have the right to participate in the offering.

Generex is preparing to file a registration statement with the Securities and Exchange Commission forthwith following stockholder approval of a reverse stock split.  Generex expects the commencement of the offering and the distribution of rights to occur promptly following effectiveness of the registration statement.  Generex expects to use the proceeds from the rights offering primarily to fund its on-going research & development and product commercialization initiatives and the proposed acquisition of Global Medical Direct, LLC.

The record date for the distribution of the rights and the dates for both the subscription period and the expiration of the rights offering will be included in the final prospectus.  Under the proposed terms of the rights offering, Generex would distribute one right to each holder of record of every share of its common stock that is held on the record date.  Each transferable right will entitle the stockholder to purchase one unit at a subscription price to be determined prior to the effective date of the registration statement.  Each unit will consist of one share of common stock and two warrants to purchase additional shares of common stock.

This press release does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities.

Forward-Looking Statements

This press release includes statements about future economic performance, finances, expectations, plans and prospects of Generex that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on Generex’s current plans, estimates and expectations.  Some forward-looking statements may be identified by use of terms such as “anticipate,” “expect,” “plan,” “may,” “should,” “could,” “will,” “continue,” “estimate,” and similar words, terms or statements of a future or forward-looking nature.  Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements.  Risks and uncertainties relating to the proposed offering include the risks that: (1) Generex will not obtain the stockholder approval of the reverse stock split; (2) the reverse stock split, if implemented, will fail to have the desired effect of sufficiently raising the common stock price to meet The Nasdaq Capital Market's $1.00 minimum bid price requirement for continued listing of Generex’s stock; and (3) the anticipated benefits of the right offering will not be realized.   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 claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act.

Generex Contacts:

Investor Relations:

Generex Biotechnology Corporation

Todd Falls

800-391-6755

Media:

Beckerman Public Relations

Christina Brozek

201-452-4849