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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Current Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Date of Report (Date of earliest event
reported): August 8, 2012</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>GENEREX BIOTECHNOLOGY CORPORATION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Exact name of registrant as specified
in its charter)</B></P>

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    <TD STYLE="width: 31%; font-weight: bold; text-align: center">Delaware</TD>
    <TD STYLE="width: 2%; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 33%; font-weight: bold; text-align: center">000-29169</TD>
    <TD STYLE="width: 2%; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 32%; font-weight: bold; text-align: center">98-0178636</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">(State or other</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">(Commission File</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">(I.R.S Employer Identification</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">jurisdiction of</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">Number)</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">No.)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">Incorporation)</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD></TR>
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    <TD STYLE="width: 65%; font-weight: bold; text-align: center">33 Harbour Square, Suite 202, Toronto, Ontario</TD>
    <TD STYLE="width: 2%; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 33%; font-weight: bold; text-align: center">M5J 2G2</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">Canada</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">(Address of principal executive offices)</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">(Zip Code)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Registrant&rsquo;s telephone number,
including area code: (416) 364-2551</B></P>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>N/A</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Former name or former address, if changed
since last report.)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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:</P>

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    <TD STYLE="width: 3%"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD STYLE="width: 97%">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 1.01. Entry into a Material Definitive Agreement</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 3.02 Unregistered Sales of Equity Securities.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">On August 8, 2012, Generex Biotechnology
Corporation (the &ldquo;Company&rdquo;) entered into a securities purchase agreement with certain investors, pursuant to which
the Company agreed to sell an aggregate of 750 shares of its newly designated non-voting Series C 9% Convertible Preferred Stock
(&ldquo;convertible preferred stock&rdquo;) and warrants to purchase up to an aggregate of 100% of the shares of its common stock
issuable upon conversion of the convertible preferred stock (&ldquo;warrants&rdquo;). The convertible preferred stock and warrants
will be sold in units, with each unit consisting of one share of convertible preferred stock and a warrant to purchase 100% of
the shares of the Company&rsquo;s common stock issuable upon conversion of such share of convertible preferred stock. Each unit
will be sold at a negotiated price of $1,000, for an aggregate purchase price of $750,000. An aggregate of 18,750,000 shares of
the Company&rsquo;s common stock are issuable upon conversion of, or exercise of, the convertible preferred stock and warrants.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Subject to certain ownership limitations,
the convertible preferred stock will be convertible at the option of the holder at any time into shares of the Company&rsquo;s
common stock at an effective conversion price of $0.08 per share, and will accrue a 9% dividend until August 10, 2015 and, beginning
on August 10, 2015 and on each one year anniversary thereafter, such dividend rate will increase by an additional 3%. The dividend
will be payable quarterly on September 30, December 31, March 31 and June 30, beginning on the first such date after the original
issue date and on each conversion date in cash, or at the Company&rsquo;s option, in shares of common stock. In the event that
the convertible preferred stock is converted prior to August 10, 2015, the Company will pay the holder of the converted preferred
stock an amount equal to $270 per $1,000 of stated value of the convertible preferred stock, less the amount of all prior quarterly
dividends paid on such converted preferred stock before the relevant conversion date. Such &ldquo;make-whole payment&rdquo; may
be made in cash or, at the Company&rsquo;s option, in shares of its common stock. In addition, beginning August 10, 2015, the Company
will pay dividends on shares of preferred stock equal to (on an as-if-converted-to-common-stock basis) and in the same form as
dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends
are paid. The Company will incur a late fee of 18% per annum on unpaid dividends.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The conversion price of the convertible
preferred stock will be subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization
transactions and certain pro-rata distributions to common stockholders. The conversion price will also be adjusted if the Company
sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price
per share that is lower than the then conversion price, except in the event of certain exempt issuances. In addition, the holders
of convertible preferred stock will be entitled to receive any securities or rights to acquire securities or property granted or
issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had converted all of their
shares of convertible preferred stock. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially
all assets and similar reorganizations or recapitalizations, the holders of convertible preferred stock will be entitled to receive,
upon conversion of their shares, any securities or other consideration received by the holders of the Company&rsquo;s common stock
pursuant to the fundamental transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company may become obligated to redeem
the convertible preferred stock in cash upon the occurrence of certain triggering events, including, material breach of certain
contractual obligations to the holders of the convertible preferred stock, the occurrence of a change in control of the Company,
the occurrence of certain insolvency events relating to the Company, or the failure of the Company&rsquo;s common stock to continue
to be listed or quoted for trading on one or more specified United States securities exchanges or regulated quotation service.
Upon the occurrence of certain triggering events, each holder of convertible preferred stock will have the option to redeem such
holder&rsquo;s shares of convertible preferred stock for a redemption price payable in shares of common stock or receive an increased
dividend rate of 18% on all of such holder&rsquo;s outstanding convertible preferred stock. Late fees will apply on all redemption
amounts not paid within five trading days of the payment date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In the event that the Company fails to timely
deliver certificates for shares of common stock issuable upon conversion of convertible preferred stock (&ldquo;conversion shares&rdquo;)
and the holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) or such holder&rsquo;s
brokerage firm otherwise purchases, shares of common stock to deliver in satisfaction of a sale by such holder of the conversion
shares, the Company will:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0.75in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">pay
the holder in cash the amount, if any, by which such holder&rsquo;s total purchase price (including any brokerage commissions)
for the shares of common stock purchased exceeds the product of (1) the aggregate number of conversion shares due to the holder
multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including
any brokerage commissions) and</FONT></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 74.2pt; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0.75in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">at
the option of such holder, either reissue (if surrendered) the shares of convertible preferred stock equal to the number of shares
of convertible preferred stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver
to such holder the number of shares of common stock that would have been issued if the Company had timely complied with its delivery
requirements.</FONT></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 74.2pt; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Subject to certain ownership limitations,
the warrants will be exercisable at any time after their date of issuance and on or before the fifth-year anniversary thereafter
at an exercise price of $0.08 per share of common stock. The exercise price of the warrants and, in some cases, the number of shares
issuable upon exercise, are subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar
recapitalization transactions and certain pro-rata distributions to common stockholders. The exercise price and number of shares
of common stock issuable upon exercise will also be adjusted if the Company sells or grants any shares of common stock or securities
convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then exercise price,
except in the event of certain exempt issuances. In addition, the warrant holders will be entitled to receive any securities or
rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same
extent as if such holders had exercised all of their warrants. In the event of a fundamental transaction, such as a merger, consolidation,
sale of substantially all assets and similar reorganizations or recapitalizations, the warrant holders will be entitled to receive,
upon exercise of their warrants, any securities or other consideration received by the holders of the Company&rsquo;s common stock
pursuant to the fundamental transaction. The securities purchase agreement provides that the Company will issue additional shares
of Common Stock to any purchasers who previously converted Series B preferred stock or warrants issued in connection with the Series
B preferred stock, so that the effective conversion or exercise price of such securities is $0.08. We estimate approximately 2,975,001
shares of Common Stock will be issued for that purpose.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The securities purchase agreement and the
certificate of designation authorizing the convertible preferred stock include certain agreements and covenants for the benefit
of the holders of the convertible preferred stock, including restrictions on the Company&rsquo;s ability to amend its certificate
of incorporation and bylaws, pay cash dividends or distributions with respect to its common stock or other junior securities, repurchase
more than a <U>de</U> <U>minimis</U> number of shares of its common stock or other junior, securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The securities purchase agreement also prohibits
the Company from issuing additional equity securities until 60 days after the effective date of a registration statement covering
the resale of the common stock issuable upon exercise of the warrants and conversion of the preferred stock and issuing additional
debt or equity securities with variable a conversion or exercise price for a period of 12 months after the closing of the transaction.
Under the securities purchase agreement, the Company may not undertake a reverse or forward stock split or reclassification of
its common stock except for a reverse stock split made in conjunction with a listing of the common stock on a national securities
exchange.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">With very limited exceptions, the investors
will have a pro rata right of first refusal in respect of participation in any private debt or equity financings undertaken by
the Company during the 12 months following the closing of the transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The investors may, immediately upon written
notice to the Company, terminate the securities purchase agreement at any time, if the closing has not been consummated on the
closing date; provided, however, no such termination will affect the right of any party to sue for any breach by any other party.
The securities purchase agreement contains representations and warranties and covenants for each party, which must be true and
have been performed at each closing. The Company has agreed to indemnify and hold the investors harmless against certain liabilities
in connection with the issuance and sale of the convertible preferred stock and warrants under the securities purchase agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The net cash proceeds to the Company from
the offering at the closing, after deducting the finders&rsquo; fees and the Company&rsquo;s estimated offering expenses, and excluding
the proceeds, if any, from the exercise of the warrants issued in the offering, are expected to be approximately $725,000. In consideration
for introducing the Company to the investors, the Company will pay Seahawk Capital Partners, Inc., a finders&rsquo; fee equal to
8% of the gross proceeds from the closing ($60,000). The finders&rsquo; fee will be paid in shares of common stock based on a per
share price of $0.08 (750,000 shares). The transaction is expected to close on or about August 9, 2012, subject to satisfaction
of customary closing conditions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The shares of convertible preferred stock,
warrants, the shares of common stock underlying the convertible preferred stock and the warrants, the shares of common stock issuable
in lieu of the cash payment of dividends on the convertible preferred stock and the shares of common stock payable and issuable
as finders&rsquo; fees were offered privately pursuant to Rule 506 of Regulation D under the Securities Act of 1933. The Company
and the investors have entered into a registration rights agreement pursuant to which the Company has agreed to file a registration
statement with the Securities and Exchange Commission covering the public resale of the common stock issuable upon conversion of
the preferred stock, issuable as dividends on the preferred stock, issuable upon exercise of the warrants and issued as a finders&rsquo;
fee to Seahawk Capital Partners. The Company has agreed to file the registration statement within 45 days after closing and to
use its best efforts to have the registration statement declared effective within 120 days after closing. If these deadlines are
not met, the Company will liable for liquidated damages up to 6% of the purchase price under the securities purchase agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In addition, the securities purchase agreement
provides that if, during the period beginning six months after the issuance of the warrants and continuing until such time that
all of the securities may be sold without the Company meeting the current public information requirement under Securities Act rule
144(c)(1), the Company fails to meet such requirement, the Company will pay liquidate damages equal to 2.0% of the purchase price
paid by each investor. Such payments will be made in cash every 30 days until current public information for the Company is available
or is no longer required for the investors to rely on Rule 144 to transfer the securities (including underlying securities) acquired
under the securities purchase agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The foregoing description of the terms of
the certificate of designation of preferences, rights and limitations of the convertible preferred stock, the securities purchase
agreement, the form of warrant, and the registration rights agreement are subject to, and qualified in their entirety by, such
documents attached hereto as Exhibits 3.1, 4.1, 4.2, and 4.3, respectively, and incorporated herein by reference. A copy of the
press release announcing the private placement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 5.03</B> <B>Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">On August 8, 2012, the Company filed a Certificate
of Designation of Preferences, Rights and Limitations of the Series C 9% Convertible Preferred Stock with the Secretary of State
of the State of Delaware. The description of the certificate of designation and the convertible preferred stock contained in Items
1.01 and 3.02 above are incorporated herein by reference and are subject to, and qualified in their entirety by, the certificate
of designation attached hereto as Exhibit 3.1 and incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 9.01</B> <B>Financial Statements and Exhibits.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(d) Exhibits.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The list of exhibits called for by this
Item is incorporated by reference to the Exhibit Index filed with this report.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 45%">&nbsp;</TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="width: 53%; font-weight: bold">GENEREX BIOTECHNOLOGY CORPORATION.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Date: August 8, 2012</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: black 1pt solid">/s/ Mark A. Fletcher</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Mark A. Fletcher</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>President and Chief Executive Officer</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B><U>Exhibit Index </U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; border-bottom: black 1pt solid; font-weight: bold">Exhibit No.</TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="width: 86%; border-bottom: black 1pt solid; font-weight: bold">Description</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">3.1</TD>
    <TD>&nbsp;</TD>
    <TD>Certificate of Designation of Preferences, Rights and Limitations of Series C 9% Convertible Preferred Stock</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">4.1</TD>
    <TD>&nbsp;</TD>
    <TD>Form of Securities Purchase Agreement, dated August 8, 2012, by and among Generex Biotechnology Corporation and the purchaser(s) listed on the signature pages thereto</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">4.2</TD>
    <TD>&nbsp;</TD>
    <TD>Form of Common Stock Warrant</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">4.3</TD>
    <TD>&nbsp;</TD>
    <TD>Form of Registration Rights Agreement by and among Generex Biotechnology Corporation and the purchaser(s) listed on the signature pages thereto</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">99.1</TD>
    <TD>&nbsp;</TD>
    <TD>Press Release dated August 8, 2012</TD></TR>
</TABLE>
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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): August 8, 2012
GENEREX BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
000-29169
98-0178636
(State or other
(Commission File
(I.R.S Employer Identification
jurisdiction of
Number)
No.)
Incorporation)
33 Harbour Square, Suite 202, Toronto, Ontario
M5J 2G2
Canada
(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 1.01. Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities.
On August 8, 2012, Generex Biotechnology
Corporation (the "Company") entered into a securities purchase agreement with certain investors, pursuant to which
the Company agreed to sell an aggregate of 750 shares of its newly designated non-voting Series C 9% Convertible Preferred Stock
("convertible preferred stock") and warrants to purchase up to an aggregate of 100% of the shares of its common stock
issuable upon conversion of the convertible preferred stock ("warrants"). The convertible preferred stock and warrants
will be sold in units, with each unit consisting of one share of convertible preferred stock and a warrant to purchase 100% of
the shares of the Company's common stock issuable upon conversion of such share of convertible preferred stock. Each unit
will be sold at a negotiated price of $1,000, for an aggregate purchase price of $750,000. An aggregate of 18,750,000 shares of
the Company's common stock are issuable upon conversion of, or exercise of, the convertible preferred stock and warrants.
Subject to certain ownership limitations,
the convertible preferred stock will be convertible at the option of the holder at any time into shares of the Company's
common stock at an effective conversion price of $0.08 per share, and will accrue a 9% dividend until August 10, 2015 and, beginning
on August 10, 2015 and on each one year anniversary thereafter, such dividend rate will increase by an additional 3%. The dividend
will be payable quarterly on September 30, December 31, March 31 and June 30, beginning on the first such date after the original
issue date and on each conversion date in cash, or at the Company's option, in shares of common stock. In the event that
the convertible preferred stock is converted prior to August 10, 2015, the Company will pay the holder of the converted preferred
stock an amount equal to $270 per $1,000 of stated value of the convertible preferred stock, less the amount of all prior quarterly
dividends paid on such converted preferred stock before the relevant conversion date. Such "make-whole payment" may
be made in cash or, at the Company's option, in shares of its common stock. In addition, beginning August 10, 2015, the Company
will pay dividends on shares of preferred stock equal to (on an as-if-converted-to-common-stock basis) and in the same form as
dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends
are paid. The Company will incur a late fee of 18% per annum on unpaid dividends.
The conversion price of the convertible
preferred stock will be subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization
transactions and certain pro-rata distributions to common stockholders. The conversion price will also be adjusted if the Company
sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price
per share that is lower than the then conversion price, except in the event of certain exempt issuances. In addition, the holders
of convertible preferred stock will be entitled to receive any securities or rights to acquire securities or property granted or
issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had converted all of their
shares of convertible preferred stock. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially
all assets and similar reorganizations or recapitalizations, the holders of convertible preferred stock will be entitled to receive,
upon conversion of their shares, any securities or other consideration received by the holders of the Company's common stock
pursuant to the fundamental transaction.
The Company may become obligated to redeem
the convertible preferred stock in cash upon the occurrence of certain triggering events, including, material breach of certain
contractual obligations to the holders of the convertible preferred stock, the occurrence of a change in control of the Company,
the occurrence of certain insolvency events relating to the Company, or the failure of the Company's common stock to continue
to be listed or quoted for trading on one or more specified United States securities exchanges or regulated quotation service.
Upon the occurrence of certain triggering events, each holder of convertible preferred stock will have the option to redeem such
holder's shares of convertible preferred stock for a redemption price payable in shares of common stock or receive an increased
dividend rate of 18% on all of such holder's outstanding convertible preferred stock. Late fees will apply on all redemption
amounts not paid within five trading days of the payment date.
In the event that the Company fails to timely
deliver certificates for shares of common stock issuable upon conversion of convertible preferred stock ("conversion shares")
and the holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) or such holder's
brokerage firm otherwise purchases, shares of common stock to deliver in satisfaction of a sale by such holder of the conversion
shares, the Company will:
·
pay
the holder in cash the amount, if any, by which such holder's total purchase price (including any brokerage commissions)
for the shares of common stock purchased exceeds the product of (1) the aggregate number of conversion shares due to the holder
multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including
any brokerage commissions) and
·
at
the option of such holder, either reissue (if surrendered) the shares of convertible preferred stock equal to the number of shares
of convertible preferred stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver
to such holder the number of shares of common stock that would have been issued if the Company had timely complied with its delivery
requirements.
Subject to certain ownership limitations,
the warrants will be exercisable at any time after their date of issuance and on or before the fifth-year anniversary thereafter
at an exercise price of $0.08 per share of common stock. The exercise price of the warrants and, in some cases, the number of shares
issuable upon exercise, are subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar
recapitalization transactions and certain pro-rata distributions to common stockholders. The exercise price and number of shares
of common stock issuable upon exercise will also be adjusted if the Company sells or grants any shares of common stock or securities
convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then exercise price,
except in the event of certain exempt issuances. In addition, the warrant holders will be entitled to receive any securities or
rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same
extent as if such holders had exercised all of their warrants. In the event of a fundamental transaction, such as a merger, consolidation,
sale of substantially all assets and similar reorganizations or recapitalizations, the warrant holders will be entitled to receive,
upon exercise of their warrants, any securities or other consideration received by the holders of the Company's common stock
pursuant to the fundamental transaction. The securities purchase agreement provides that the Company will issue additional shares
of Common Stock to any purchasers who previously converted Series B preferred stock or warrants issued in connection with the Series
B preferred stock, so that the effective conversion or exercise price of such securities is $0.08. We estimate approximately 2,975,001
shares of Common Stock will be issued for that purpose.
The securities purchase agreement and the
certificate of designation authorizing the convertible preferred stock include certain agreements and covenants for the benefit
of the holders of the convertible preferred stock, including restrictions on the Company's ability to amend its certificate
of incorporation and bylaws, pay cash dividends or distributions with respect to its common stock or other junior securities, repurchase
more than a
de
minimis
number of shares of its common stock or other junior, securities.
The securities purchase agreement also prohibits
the Company from issuing additional equity securities until 60 days after the effective date of a registration statement covering
the resale of the common stock issuable upon exercise of the warrants and conversion of the preferred stock and issuing additional
debt or equity securities with variable a conversion or exercise price for a period of 12 months after the closing of the transaction.
Under the securities purchase agreement, the Company may not undertake a reverse or forward stock split or reclassification of
its common stock except for a reverse stock split made in conjunction with a listing of the common stock on a national securities
exchange.
With very limited exceptions, the investors
will have a pro rata right of first refusal in respect of participation in any private debt or equity financings undertaken by
the Company during the 12 months following the closing of the transaction.
The investors may, immediately upon written
notice to the Company, terminate the securities purchase agreement at any time, if the closing has not been consummated on the
closing date; provided, however, no such termination will affect the right of any party to sue for any breach by any other party.
The securities purchase agreement contains representations and warranties and covenants for each party, which must be true and
have been performed at each closing. The Company has agreed to indemnify and hold the investors harmless against certain liabilities
in connection with the issuance and sale of the convertible preferred stock and warrants under the securities purchase agreement.
The net cash proceeds to the Company from
the offering at the closing, after deducting the finders' fees and the Company's estimated offering expenses, and excluding
the proceeds, if any, from the exercise of the warrants issued in the offering, are expected to be approximately $725,000. In consideration
for introducing the Company to the investors, the Company will pay Seahawk Capital Partners, Inc., a finders' fee equal to
8% of the gross proceeds from the closing ($60,000). The finders' fee will be paid in shares of common stock based on a per
share price of $0.08 (750,000 shares). The transaction is expected to close on or about August 9, 2012, subject to satisfaction
of customary closing conditions.
The shares of convertible preferred stock,
warrants, the shares of common stock underlying the convertible preferred stock and the warrants, the shares of common stock issuable
in lieu of the cash payment of dividends on the convertible preferred stock and the shares of common stock payable and issuable
as finders' fees were offered privately pursuant to Rule 506 of Regulation D under the Securities Act of 1933. The Company
and the investors have entered into a registration rights agreement pursuant to which the Company has agreed to file a registration
statement with the Securities and Exchange Commission covering the public resale of the common stock issuable upon conversion of
the preferred stock, issuable as dividends on the preferred stock, issuable upon exercise of the warrants and issued as a finders'
fee to Seahawk Capital Partners. The Company has agreed to file the registration statement within 45 days after closing and to
use its best efforts to have the registration statement declared effective within 120 days after closing. If these deadlines are
not met, the Company will liable for liquidated damages up to 6% of the purchase price under the securities purchase agreement.
In addition, the securities purchase agreement
provides that if, during the period beginning six months after the issuance of the warrants and continuing until such time that
all of the securities may be sold without the Company meeting the current public information requirement under Securities Act rule
144(c)(1), the Company fails to meet such requirement, the Company will pay liquidate damages equal to 2.0% of the purchase price
paid by each investor. Such payments will be made in cash every 30 days until current public information for the Company is available
or is no longer required for the investors to rely on Rule 144 to transfer the securities (including underlying securities) acquired
under the securities purchase agreement.
The foregoing description of the terms of
the certificate of designation of preferences, rights and limitations of the convertible preferred stock, the securities purchase
agreement, the form of warrant, and the registration rights agreement are subject to, and qualified in their entirety by, such
documents attached hereto as Exhibits 3.1, 4.1, 4.2, and 4.3, respectively, and incorporated herein by reference. A copy of the
press release announcing the private placement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On August 8, 2012, the Company filed a Certificate
of Designation of Preferences, Rights and Limitations of the Series C 9% Convertible Preferred Stock with the Secretary of State
of the State of Delaware. The description of the certificate of designation and the convertible preferred stock contained in Items
1.01 and 3.02 above are incorporated herein by reference and are subject to, and qualified in their entirety by, the certificate
of designation attached hereto as Exhibit 3.1 and incorporated herein by reference.
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.
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: August 8, 2012
/s/ Mark A. Fletcher
Mark A. Fletcher
President and Chief Executive Officer
Exhibit Index
Exhibit No.
Description
3.1
Certificate of Designation of Preferences, Rights and Limitations of Series C 9% Convertible Preferred Stock
4.1
Form of Securities Purchase Agreement, dated August 8, 2012, by and among Generex Biotechnology Corporation and the purchaser(s) listed on the signature pages thereto
4.2
Form of Common Stock Warrant
4.3
Form of Registration Rights Agreement by and among Generex Biotechnology Corporation and the purchaser(s) listed on the signature pages thereto
99.1
Press Release dated August 8, 2012