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): November 27, 2017

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.)

10102 USA Today Way, Miramar, Florida	33025
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (416) 364-2551

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

On November 27, 2017, Generex Biotechnology Corporation filed a Certificate of Amendment to its Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares. The Certificate of Amendment is included as Exhibit 3.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index filed with this report.

1

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 thereunto duly authorized.

	GENEREX BIOTECHNOLOGY CORPORATION.
Date: December 1, 2017	/s/ Mark A. Fletcher
	Mark A. Fletcher
	Executive Vice President and General Counsel

2

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment to Restated Certificate of Incorporation of Generex Biotechnology Corporation

3

EX-3.1

1

CERTIFICATE OF AMENDMENT

TO RESTATED CERTIFICATION OF INCORPORATION

OF GENEREX BIOTECHNOLOGY CORPORATION

Generex Biotechnology Corporation, a corporation organized and existing under and by virtue of the General Law of the State of Delaware (the "DGCL").

DOES HEREBY CERTIFY:

FIRST: That, in accordance with Section 242 of the DGCL the Board of Directors Of Generex Biotechnology Corporation (the "Corporation"), by unanimous written consent filed with the minutes Of the Board of Directors, duly adopted by resolution the amendment (the "Amendment") to Corporation's Restated Certificate of Incorporation (the "Certificate of Incorporattion") and directed that said Amendment be submitted to the stockholders of the

SECOND: That thereafter. the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon approved the Amendment at an annual meeting of the Corporation's stockholders in accordance with Section 242 of the DGC.

THIRD: Effective upon the filing of this Certificate of Amendment with the Delaware Secretary of State, the Certificate of Incorporation is hereby amended by deleting Article FOURTH in its entirety and replacing it With the following:

"FOURTH: The aggregate number of shares of all classes of stock that this Corporation shall have the authority to issue is 751,000,000 shares consisting of 750,000,000 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.”

FOURTH: This Certificate of Amendment will be effective upon filing.

IN WITNESS WHEREOF, Generex Biotechnology Corporation has caused this Certificate Of Amendment to the Restated Certificate of Amendment to be signed by Mark A. Fletcher, its Executive Vice-President, General Counsel, and Secretary, this 27th day of November, 2017.

	GENEREX BIOTECHNOLOGY CORPORATION
By:	/s/ Mark A. Fletcher
	Mark A. Fletcher
	Executive Vice-President, General Counsel & Secretary