GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

Item 3.02 Unregistered Sales of Equity
Securities.

Securities Purchase Agreement and Schedule of
Closings.

On March 28, 2017, Generex Biotechnology Corporation (the
Company) entered into a securities purchase agreement with an
investor to which the Company agreed to sell an aggregate of
109,000 shares of its newly designated non-voting Series H
Convertible Preferred Stock (Series H Preferred Stock) and 6,000
shares of its newly designated Series I Convertible Preferred
Stock (Series I Preferred Stock).

The Series H Preferred Stock is scheduled to be sold in four
tranches. At closing of the first tranche, the Company issued
3,000 shares of Series H Preferred Stock for a purchase price of
$3,000,000. The proceeds of this sale were paid directly on the
Companys behalf to Emmaus Life Sciences, Inc., as an additional
deposit under the Companys letter of intent with Emmaus.

The closing of subsequent tranches are scheduled as follows;
provided that the Companys only recourse for the investors
failure to purchase the shares at any particular subsequent
closing is to terminate the investors right to purchase any
subsequent tranche:

In addition to other customary conditions, the final two tranches
are conditioned on approval by the Companys stockholders of a
proposal to increase in the number of authorized shares of common
stock, as well as the investors approval of an operating budget
for the Company and its Subsidiaries for the eighteen (18) month
period commencing on July 1, 2017 and ending on December 31,2018.

Andrew Greene, a director of the Company and its Chief Operating
Officer, holds a 20% interest in the investor entity which
purchased the initial tranche of Series H Preferred Stock. Mr.
Greene declared his conflict of interest and did not participate
in the deliberations of the Companys Board of Directors with
respect to approval of the transactions contemplated by the
securities purchase agreement.

Conversion and other Terms of the Series H and Series
I Preferred Stock

The Series H and Series I Preferred Stock will be convertible at
the option of the holder at any time into shares of the Companys
common stock at an effective conversion price of $2.50 per share.
An aggregate of 1,2000,000 shares of the Companys common stock
are issuable upon conversion of the Series H Preferred Stock sold
at the initial closing. An aggregate of 46,000,000 shares of the
Companys common stock would be issuable upon conversion of the
Series I and Series H Preferred Stock if all shares of such
preferred stock contemplated by the securities purchase agreement
are issued. On the date of this filing, the Company has less than
1,450,000 shares of authorized and unissued shares of common
stock, and intends to solicit stockholder approval of a proposal
for an increase in the number of authorized shares of the
Companys common stock at a special meeting of the stockholders.

Neither the Series H Preferred Stock nor the Series I Preferred
Stock have special dividend rights. If the Company pays dividends
on its common stock, the holders of the preferred stock will
receive dividends in the amount they would have received had they
converted the preferred stock to common stock.

The conversion price of the 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. 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 Companys common stock to the fundamental
transaction.

The securities purchase agreement and the certificates of
designation authorizing the Series H and Series I Preferred Stock
include certain agreements and covenants for the benefit of the
holders of the convertible preferred stock, including
restrictions on the Companys ability to amend its certificate of
incorporation and bylaws in any manner that materially and
adversely affects any rights of a preferred holder, prohibition
on the Companys authorizing or issuing any class of capital stock
senior to the Series H or Series I Preferred Stock in
liquidation, and prohibition on the Company repurchasing more
than a de minimis number of shares of its common stock
or other junior securities.

The securities purchase agreement requires the Company to prepare
a an operating budget for the Company and its subsidiaries for
the eighteen (18) month period commencing on July 1, 2017 and
ending on December 31, 2018 and procure the written approval of
the operating budget by the investor (or from each investor, if
there is more than one investor), prior to the closing date for
the third tranche of Series H Preferred Stock, June 30, 2017. The
investor agreed not to unreasonably withhold or delay approval.

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 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.

The securities purchase agreement places certain restrictions and
requirements on the conduct of the Companys business until such
time as (i) not more than 25% of the Series H and Series I
Preferred Stock remains outstanding, or (ii) the investor holds
less than 25% of the outstanding common stock issued on
conversion of both classes of preferred stock. These restrictions
and requirements lapse if the investor does not close on any of
the tranches described above, and include:

Until such time as (i) not more than 25% of the Series H and
Series I Preferred Stock remains outstanding, or (ii) the
investor holds less than 25% of the outstanding common stock
issued on conversion of both classes of preferred stock, the
company must establish and maintain an investment committee:

The securities purchase agreement requires the Company to
maintain its operating and investment accounts at financial
institutions acceptable to the investor, acting reasonably. All
activity in the investment account must be authorized by both the
Companys President and CEO and a representative of the investor.

The Company may not undertake a reverse or forward stock split or
reclassification of the common stock without the prior written
consent of the investor, or if there is more than one investor,
investors holding a majority in interest of the shares of
preferred stock.

The securities purchase agreement requires that any new directors
of the Company be Independent Directors as defined by NASDAQ Rule
5605.

The Series I Preferred Stock, when issued, shall have a special
one-time voting right. At the first meeting of the Companys
stockholders following the initial issuance of the Series I
Preferred Stock, the Series I Preferred Stock shall be entitled
to vote on (i) the election of individuals to serve as members of
the Board of Directors, and (ii) any proposal to increase the
authorized number of shares of the Companys common stock. The
Series I Preferred Stock, as a class, shall be entitled to cast a
number of votes on such proposal equal to fifty percent (50%) of
the total number of votes entitled to be cast at such meeting
(determined as of the record date for such meeting) by all other
outstanding shares of the Companys capital stock.

The investor has agreed in the securities purchase agreement to
exercise the above rights in favor of (a) the election of Company
managements slate of directors, and (b) the Companys proposal to
increase the authorized number of shares of common stock, both as
set forth in Company managements proxy statement in respect of
the first meeting of the Companys stockholders to be held after
the date hereof.

During the period commencing on the date upon which the Companys
stockholders have approved an increase in the authorized number
of shares of common stock and ending on December 31, 2018, the
holders of any shares issued upon conversion of the preferred
stock have agreed to vote such shares in favor of Company
managements slate of directors.

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 investor 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 initial closing
will be $3,000,000, all of which will be paid to Emmaus Life
Sciences, Inc., to Generexs letter of intent with Emmaus.

Waiver of Preemptive Rights by Note
Holder

As reported in our 8-K dated and filed March 6, 2017, the holder
of our $674,854.96 Convertible Note Due march 6, 2018 has a right
to participate in any private debt or equity financings
undertaken by the Company during the 18 months following the
issuance of that Note. The Note holder waived in writing its
right to participate in the purchase of the Series I and Series H
Preferred Stock to the Securities Purchase Agreement.

The shares of preferred stock and the shares of common stock
issuable upon conversion of the preferred stock were offered
privately to Rule 506(b) of Regulation D under the Securities Act
of 1933. The Company and the investor have entered into a
registration rights agreement 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, The Company has
agreed to file the registration statement within 25 days after
the initial closing and to use its best efforts to have the
registration statement declared effective within 75 days after
the initial closing, or in the event of a full review by the
securities and exchange commission, 105 days after the initial
closing. If these deadlines are not met, the Company will liable
for liquidated damages up to 1.5% of the purchase price under the
securities purchase agreement each month until the registration
statement is filed or declared effective, as the case may be.

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,
and the registration rights agreement are subject to, and
qualified in their entirety by, such documents attached hereto as
Exhibits 3.1, 3.2, 4.1, and 4.2, 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 5.02 Changes in Control of the Registrant

The transactions described under Item 1.01 and Item 3.02 above
may be deemed a potential change in control of the Company.

Pharma Trials, LLC is the purchaser of 3,000 shares Series H
Preferred Stock issued in the initial tranche described above. An
aggregate of 1,2000,000 shares of the Companys common stock are
initially issuable upon conversion of the shares of Series H
Preferred Stock purchased by Pharma Trials, LLC at the initial
closing. The Company has only 1,440,243 authorizefd but unissued
shares available to issue. If the 3,000 shares of Series H
Preferred Stock were converted, Pharma Trials, LLC would hold
1,200,000 shares, or approximately 54% of the outstanding shares
entitled to vote.

The source of the $3,000,000 Pharma Trials, LLC paid to the
Company was contributions from three members of Phrama Trials,
LLC: Marissa M. Leighton, Leigh Enterprises, LLC and Terence S
Leighton 2007 Irrevocable Life Insurance Trust.

These shares were purchased directly from the Company. The
Companys common stock holdings are fragmented, and to the
Companys knowledge, no individual or group had sufficient
holdings of common stock to be considered in control of Generex.

The securities purchase agreement provides that during the period
commencing on the date upon which the Companys stockholders have
approved an increase in the authorized shares of common stock and
ending on December 31, 2018, the holders of any shares of common
stock issued upon conversion of the preferred stock will vote
such shares in favor of Company managements slate of directors.

Other than the transactions and agreements described in this
Current report on Form 8-K, the Company does not know of any
arrangements, including any pledge by any person of securities of
the Company, the operation of which may at a subsequent date
result in a change in control of the registrant.

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

On March 27, 2107, the Company filed a Certificate of Designation
of Preferences, Rights and Limitations of the Series H
Convertible Preferred Stock, and a Certificate of Designation of
Preferences, Rights and Limitations of the Series I Convertible
Preferred Stock with the Secretary of State of the State of
Delaware. The description of the certificates 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 Exhibits 3.1 and 3.2 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.

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.

Exhibit Index

About GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT)

Generex Biotechnology Corporation is a development-stage company. The Company is engaged primarily in the research and development of drug delivery systems and technologies. The Company is focused on its technology for the administration of formulations of large molecule drugs to the oral (buccal) cavity using a hand-held aerosol applicator. Its buccal delivery technology is a platform technology that has application to various large molecule drugs and provides a non-invasive way to administer such drugs. The Company focuses its development efforts on Generex Oral-lyn, an insulin formulation administered as a fine spray into the oral cavity using its hand-held aerosol spray applicator known as RapidMist. Its subsidiary, Antigen Express, Inc., focuses on developing vaccine formulations that work by stimulating the immune system to either attack offending agents, such as cancer cells, bacteria and viruses, or to stop attacking benign elements, such as self proteins and allergens.

GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) Recent Trading Information

GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) closed its last trading session down -0.43 at 4.55 with 2,917 shares trading hands.