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): March 30, 2011

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 March 30, 2011, 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 Annual Meeting of Stockholders to be held on June 8, 2011 and the Company’s common stock is listed for trading on a national stock exchange.  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 March 30, 2011.

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: March 30, 2011	/s/ Mark A. Fletcher
	Mark A. Fletcher President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Generex Biotechnology Corporation dated March 30, 2011.

EX-99.1

Generex Plans Rights Offering Upon Approval

of Reverse Stock Split and Listing on a National Stock Exchange

WORCESTER, MA & TORONTO, CANADA, March 30, 2011 (PRNewswire) – Generex Biotechnology Corporation (www.generex.com) (OTCBB:GNBT.OB) today announced that it plans to initiate a rights offering  of common stock and warrants to its stockholders in the event it receives approval for a reverse stock split at the next Annual Meeting of the Company’s stockholders scheduled for Wednesday, June 8, 2011 and the Company’s common stock is listed for trading on a national stock exchange.  The amount of the offering has not been determined and will be subject to prevailing market conditions. Certain warrant holders will also have the right to participate in the offering.

Generex will file a registration statement with the Securities and Exchange Commission forthwith following stockholder approval of a reverse stock split and approval of Generex’s application for listing on a national stock exchange contingent only upon Generex meeting the minimum share price requirement of such exchange.  Generex expects the commencement of the offering and the distribution of rights to occur promptly following a national stock exchange listing and effectiveness of the registration statement.  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 will 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 holder 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.  Generex expects to use the proceeds from the rights offering primarily to fund its on-going research and development and product commercialization initiatives and the acquisition of Global Medical Direct, LLC.

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,” “would,” “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) Generex will not meet the standards for listing its common stock on a national stock exchange; 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 Contacts:

Generex Biotechnology Corporation

Todd Falls

800-391-6755

Seahawk Capital Partners, Inc.

Joseph Moscato

646-599-6222

Media Contact:

Beckerman Public Relations

Christina Markowitch

201-465-8002