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 18, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;Transfer of Listing.

As previously disclosed, Generex Biotechnology Corporation (“Generex”) received notice from The NASDAQ Stock Market on July 28, 2008 that it was not in compliance with Marketplace Rule 4310(c)(4) (now known as Listing Rule 5550(a)(2)), which required Generex to have a minimum bid price per share of at least $1.00 for thirty (30) consecutive business days.  In accordance with this Rule, Generex had 180 calendar days, or until January 20, 2009, subject to extension, to regain compliance with this Rule.  The initial compliance period of 180 calendar days ending on January 20, 2009 was subsequently extended until November 9, 2009 due to NASDAQ’s temporary suspension of the minimum bid price requirement from October 16, 2008 until August 3, 2009.

On November 9, 2009, Generex received a second letter from NASDAQ indicating that it had not regained compliance with the $1.00 minimum bid price required for continued listing under Listing Rule 5550(a)(2) within the grace period previously allowed by NASDAQ following the initial notice of noncompliance on July 23, 2008.  Pursuant to Listing Rule 5810(c)(3)(A), NASDAQ gave Generex an additional 180 calendar day compliance period because Generex met all other initial inclusion criteria (other than the minimum bid price requirement) as of January 6, 2009.  Generex had 180 calendar days, or until May 5, 2010, to regain compliance with the rule.  NASDAQ noted that if Generex failed to regain compliance with this rule during the grace period, its common stock would be subject to immediate delisting.  To regain compliance with the minimum bid price requirement, the closing bid price of the common stock had to close at $1.00 per share or more for a minimum of ten 00consecutive business days.

On May 5, 2010, Generex’s common stock closed at $0.3999.  On May 6, 2010, Generex received a delisting determination letter from the staff of The NASDAQ Stock Market due to its failure to regain compliance with The NASDAQ Capital Market's minimum bid price requirement for continued listing.  Generex appealed the NASDAQ Staff's determination.  The hearing occurred on June 10, 2010.  The appeal to the Hearings Panel stayed the suspension of Generex’s securities and the filing of a Form 25-NSE with the SEC.

On July 9, 2010, the NASDAQ Hearings Panel granted Generex’s request to remain listed on The NASDAQ Stock Market, subject to certain conditions.  One of these conditions required Generex to inform the Panel on or about July 28, 2010 that it had obtained shareholder approval to implement a reverse stock split in a ratio sufficient to meet the $1.00 bid price requirement for continued listing set forth in NASDAQ Listing Rule 5550(a)(2).

On July 28, 2010, Generex held the Annual Meeting of Stockholders.  One of the proposals that was voted on by the stockholders at the Annual Meeting was whether or not to approve a proposed amendment to the Restated Certificate of Incorporation to, among other things, effect a reverse stock split in a ratio of not less than 1-for-3 and not more than 1-for-10 at any time prior to July 27, 2011 (the ratio and timing of which will be subject to the discretion of the Board of Directors) and, following the reverse stock split, to maintain the authorized shares of common stock at 750,000,000.  The proposal was not approved because it did not receive a favorable vote from the holders of at least 50% of the outstanding shares.  Generex reported the results of the Annual Meeting to the NASDAQ Hearings Panel, and requested additional time to hold a Special Meeting dedicated to approving the reverse stock split.

On August 23, 2010, Generex filed a definitive proxy statement on Schedule 14A (as revised on August 27, 2010, the “Proxy Statement”) with the Securities and Exchange Commission for a Special Meeting of the stockholders to be held on September 17, 2010.  The purpose of the Special Meeting was to vote on a proposal to an amendment to Generex’s Restated Certificate of Incorporation (i) to effect a reverse stock split of our common stock at an exchange ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to September 16, 2011 (the implementation of the reverse stock split, ratio and timing of which will be subject to the discretion of the Board of Directors), and (ii) following the reverse stock split, if implemented, to reduce the number of authorized shares of common stock from 750,000,000 to 500,000,000 unless the Board of Directors utilizes a ratio of not more than 1-for-2, in which case, the number of authorized shares of common stock will be maintained at 750,000,000.

On September 14, 2010, the NASDAQ Hearings Panel granted Generex’s further request for continued listing, subject to certain conditions.  These conditions included informing the Panel on or about October 15, 2010 that Generex obtained shareholder approval to implement a reverse stock split in a ratio sufficient to meet the $1.00 bid price and demonstrating on or before November 2, 2010 a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.

Following the NASDAQ Hearings Panel’s grant of Generex’s request for continued listing, Generex sought and obtained approval from stockholders to adjourn the Special Meeting until October 15, 2010 in order to provide it with more time to solicit additional proxies for the reverse stock split proposal.  As described below under Item 5.07, the reverse stock split proposal was not approved at the reconvened Special Meeting held on October 18, 2010 because it fell short of the required threshold of at least 50% of the total shares outstanding voting in favor.

On October 19, 2010, Generex received a notice from NASDAQ that it has not regained compliance with the $1.00 bid price requirement for continued listing set forth in NASDAQ Listing Rule 5550(a)(2), and, accordingly, its securities will be delisted from the NASDAQ Capital Market effective at the open of trading on October 21, 2010.  Generex has determined to appeal the NASDAQ Hearings Panel's decision to the Listing Council; however, the appeal to the Listing Council will not stay the Panel's decision or the suspension of the trading of Generex’s stock pending a final determination by the Listing Council.

Generex expects its common stock will be quoted on the OTCQB effective with the opening of markets on October 21, 2010 following its delisting from the NASDAQ Capital Market.

 Item 5.07.  Submission of Matters to a Vote of Security Holders.

On October 18, 2010, Generex reconvened a Special Meeting of the stockholders following the adjournment of the Special Meeting on September 17, 2010.  The proposals submitted to the stockholders for a vote at the reconvened Special Meeting on October 18, 2010 were the following proposals, which are described in detail in the Proxy Statement:

1)

To approve an amendment to Generex’s Restated Certificate of Incorporation (i) to effect a reverse stock split of the common stock, at an exchange ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to September 16, 2011 (the implementation of the reverse stock split, ratio and timing of which will be subject to the discretion of the Board of Directors), and (ii) following the reverse stock split, if implemented, to reduce the number of authorized shares of common stock from 750,000,000 to 500,000,000 unless the Board of Directors utilizes a ratio of not more than 1-for-2, in which case, the number of authorized shares of common stock will be maintained at 750,000,000 (the “Reverse Split Proposal”); and

2)

To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies for the Reverse Stock Split Proposal (the “Adjournment Proposal”).

Only stockholders of record as of the close of business on August 17, 2010 were entitled to vote at the reconvened Special Meeting.  As of August 17, 2010, 269,360,643 shares of common stock of Generex were outstanding and entitled to vote at the Special Meeting.  At the Special Meeting, 191,872,323 shares of common stock of Generex were represented, in person or by proxy, constituting a quorum.

The votes with respect to the proposals are set forth below.

(1) Reverse Stock Split Proposal:

For	Against	Abstain
127,819,048	62,850,827	1,202,448

The Reverse Stock Split Proposal was not approved as only 47.45% of the outstanding common stock voted in favor of the Reverse Stock Split Proposal and at least 50% of the outstanding common stock would have needed to vote in favor to approve it.

(2) Adjournment Proposal:

For	Against	Abstain
130,011,921	57,787,329	4,073,073

The Adjournment Proposal was approved.

A copy of the press release announcing the results of the reconvened Special Meeting and Generex’s delisting is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01		Financial Statements and Exhibits
(d)	Exhibits.	The following material is filed as an exhibit to this Form 8-K.
	Exhibit 99.1	Press release of Generex Biotechnology Corporation, dated October 19, 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 19, 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 of Generex Biotechnology Corporation dated October 19, 2010

EX-99.1

Generex Common Stock to be Quoted on the

OTCQB Under the Symbol “GNBT”

Beginning Thursday, October 21, 2010

Common Stock will no longer be traded on the

NASDAQ Capital Market beginning on that date

Generex Will Continue to Pursue its Product

Development & Commercialization Initiatives Unabated

WORCESTER, MA, October 19, 2010 (PRNewswire) – Generex Biotechnology Corporation (www.generex.com) announced today that on October 19, 2010 the NASDAQ Listing Qualifications Panel notified the Company that the Panel has determined to delist the Company’s common stock from the NASDAQ Capital Market and will suspend trading of the stock effective at the open of trading on Thursday, October 21, 2010 as a consequence of the Company’s non-compliance with NASDAQ’s minimum $1.00 per share closing bid price requirement.

The Company has been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter (OTC), that the Company’s common stock is immediately eligible for quotation on the OTCQB effective with the opening of the markets on October 21, 2010.  The OTCQB is a market tier for OTC traded companies that are registered and reporting with the Securities and Exchange Commission.  The Company has also been advised that its common stock will continue to trade under the symbol “GNBT”.  Investors will be able to view real time stock quotes for GNBT at http://www.otcmarkets.com.

In September, 2010, there were 3,871 securities quoted on the OTCQB and the aggregate dollar value traded was just under $4 billion.

Generex management and its Board of Directors remain fully committed to the aggressive pursuit of the Company’s product development and commercialization initiatives.  “The move to the OTCQB is not reflective of the value and tremendous potential of our pipeline,” said Mark Fletcher, the Generex Interim President & Chief Executive Officer.  “Our efforts to move our pipeline products forward to commercialization will continue unabated.”

At the reconvened Special Meeting of the Company’s stockholders held on October 18, 2010, the reverse stock split proposal put forward by the Company’s Board of Directors as a means of maintaining the Company’s NASDAQ listing did not achieve the necessary vote in time for the meeting.

Of the 269,360,643 shares outstanding as of the August 12 record date, 191,872,323 shares (71.24%) were voted.  The 127,819,048 shares voted in favor of the proposal represented 66.61% of votes cast and 47.45% of the outstanding shares.  Approval of the proposal required a majority of the outstanding shares to vote in favor; accordingly, the vote fell 2.56% short.

During the week following the Company’s October 11th announcement of its pending acquisition of a 51% equity interest in Global Medical Direct, LLC, interest in the reverse stock split proposal increased dramatically.  During that period, the number of shares voted in favor of the proposal increased by 42,312,013 (an increase of nearly 50%) and the number of shares voted against the proposal decreased by 29,497,077 (a decrease of almost 32%) and the number of shares voted overall increased by 11,749,664 (a 13% increase).

In light of the increased stockholder support for the reverse stock split proposal as evidenced by the voting pattern over the past week, the Company will appeal the Panel’s delisting determination to the NASDAQ Listing and Hearing Review Council.  The Listing Council is a standing independent advisory committee appointed by NASDAQ’s Board of Directors that, among other things, hears appeals of Panel decisions to delist.  The suspension of the Company’s common stock from trading on NASDAQ will remain in place throughout the appeal process, although the stock will be quoted on the OTCQB during that time.

About Pink OTC Markets Inc.

Pink OTC Markets Inc. is a financial information and technology services company that operates an inter-dealer electronic quotation and trading system in the Over-The-Counter (or OTC) securities market.  It is not registered with the Securities and Exchange Commission as a stock exchange or broker-dealer firm.  Investors should contact a broker-dealer firm to trade in a security quoted on the OTCQB or the other OTC tiers operated by Pink OTC Markets Inc.  More information is available at http://www.otcmarkets.com.

About Generex Biotechnology Corporation

Generex is engaged in the research, development, and commercialization 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).  The Company'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 Company's proprietary RapidMist™ device.  The Company's buccal insulin spray product, Generex Oral-lyn™, which has been approved in India, Lebanon, Algeria, and Ecuador for the treatment of subjects with Type-1 and Type-2 diabetes, is in Phase III clinical trials at several sites around the world.  Antigen Express, Inc. is a wholly owned subsidiary of Generex.  The core platform technologies of Antigen Express comprise immunotherapeutic vaccines for the treatment of malignant, infectious, allergic, and autoimmune diseases.  For more information, visit the Generex website at www.generex.com or the Antigen Express website at www.antigenexpress.com.

Safe Harbor Statement

This release and oral statements made from time to time by Generex representatives in respect of 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 or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any “phase” of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency.  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 Contacts:

Generex

Todd Falls

800-391-6755

Seahawk Capital Partners, Inc.

Joseph Moscato

646-599-6222

American Capital Ventures, Inc.

Howard Gostfrand

877-918-0774

Media Contact:

Beckerman Public Relations

Christina Brozek

201-452-4849