Item 1.01 Entry into a Material Definitive Agreement.

On June 15, 2009, Generex Biotechnology Corporation (the "Company") and certain investors entered into a securities purchase agreement (the "Securities Purchase Agreement"). All of the investors are accredited investors. Certain of the investors participated in the offering by exercising participation rights granted to them under a prior securities purchase agreement that they entered into with the Company on March 31, 2008.

Under the Securities Purchase Agreement, the Company sold an aggregate of 17,200,000 shares of its common stock ("Shares") and warrants exercisable for up to 8,600,000 shares of its common stock ("Warrants") to the investors. The purchase price per Share is $0.6389, and the exercise price per share of the Warrants is $0.76. The Warrants are exercisable for a period of 5 years beginning 183 days after the closing date. The net proceeds to the Company from the registered direct public offering, after deducting placement agent fees and its estimated offering expenses, are expected to be approximately $10,800,000. The transaction closed on June 15, 2009.

The Shares and the Warrants will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission on June 15, 2009, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-139637), as amended, which became effective on February 23, 2007 (the "Prospectus Supplement").

On June 8, 2009, the Company entered into a placement agency agreement with Midtown Partners & Co., LLC ("Midtown"), pursuant to which Midtown agreed to act as the Company's exclusive placement agent in respect of the forgoing transaction. The Company will pay Midtown a cash fee in the aggregate amount of $41,728.88. This fee represents 2% of the gross purchase price paid for the Shares and Warrants at the closing by the investors other than the investors that exercised their participation rights pursuant to the prior securities purchase agreement entered into with the Company in March 2008. In addition, the Company will issue Midtown, or its permitted assigns, a five-year warrant to purchase up to 244,926 shares of common stock of the Company representing 5% of the sum of the number of shares of common stock of the Company issued at the closing (but excluding the number of shares of common stock of the Company issued to any investor exercising participation rights), and (ii) the number of shares of common stock issuable by the Company upon exercise of all warrants issued at the closing (but excluding any such shares issuable to any investor exercising participation rights). The shares underlying Midtown's warrant will be issued pursuant to the Prospectus Supplement. The warrant provides for cashless exercise in the event there is no registration statement covering the underlying warrant shares. The exercise price per share is $0.76. The Company may also reimburse the placement agent for certain fees and legal expenses reasonably incurred in connection with this offering.

The foregoing summaries of the terms of the placement agency agreement, the securities purchase agreement, the form of warrant issued to the investors, and the form of the warrant issued to the placement agent are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 1.1, 10.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. A copy of the press release announcing the registered direct public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 1.1 Placement Agency Agreement, dated June 8, 2009, by and between Generex Biotechnology Corporation and Midtown Partners & Co., LLC. 4.1 Form of Warrant issued in connection with the Securities Purchase Agreement attached as Exhibit 10.1 hereto. 4.2 Form of Warrant issued to Midtown Partners & Co., LLC in connection with the Placement Agency Agreement attached as Exhibit 1.1 hereto. 10.1 Form of Securities Purchase Agreement, dated June 15, 2009, entered into between Generex Biotechnology Corporation and each investor in the offering. 99.1 Press Release, dated June 15, 2009.

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