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

Item 1.01 Entry into a Material Definitive Agreement.

In our Current Report on Form 8-K, dated January 16, 2017,
Generex Biotechnology Corporation (the Company) reported that the
Company had entered into a letter of intent (LOI) with Emmaus
Life Sciences, Inc. (Emmaus) contemplating that the Company will
acquire a controlling interest in the outstanding capital stock
of Emmaus for a total consideration of $225,000,000 in accordance
with the terms and conditions therein (the Proposed Acquisition).

Under the LOI, the Company was required to pay Emmaus the amount
of $1,500,000 on or before February 6, 2017. As previously
reported, on February 6, 2017, Emmaus granted Generex an
extension of the payment date for these funds to February 16,
2017. Generex was unable to make the payment by that date, and,
by a letter amendment dated February 16, 2017 (the Amendment) ,
Emmaus granted Generex an extension of the payment date to
February 24, 2017. As of the filing of this Current report,
Generex had not yet made the payment.

In addition, under the Letter Amendment, the date upon which
Generex is obliged to make payment to Emmaus of a second deposit
in the amount of Two Million Dollars ($2,000,000) to the LOI was
extended to March 20, 2017. Also, the date of Closing was
extended to the date that is five (5) trading days after the date
upon which Generex files with the Delaware Secretary of State an
Amendment to its Restated Certificate of Incorporation effecting
an increase in its authorized capital, provided the filing date
is no later than May 1, 2017 and the date of Closing is no later
than May 8, 2017.

Generex is required to provide Emmaus proof of funds to make the
$2,000,000 depots no later than March 15, 2017, and is required
to provide Emmaus proof of funds to make the $6,000,000 closing
payment no later than three business days prior to the date the
Amendment to the Restated Certificate of Incorporation is filed.

As consideration for the foregoing waivers, extensions and
amendments, Generex agreed to issue to Emmaus 24,414,063 of
restricted common stock of Generex (the Shares), calculated prior
to the reverse stock split Generex is planning, within three (3)
trading days of the date the Amendment to the Restated
Certificate of Incorporation is filed. Generex is required to
register all of these shares under the Securities Act of 1933, as
amended (the Securities Act), in the next registration statement
filed by Generex, provided however that Generex shall at all
events register the Shares within forty-five (45) days of the
date the Amendment to the Restated Certificate of Incorporation
is filed. In addition, Generex is required to register under the
Securities Act all of the shares of Generex Common Stock issued
to Emmaus to the transactions contemplated by the LOI within six
months after the Closing.

Cautionary Statement Regarding Forward-Looking
Statements

This Current Report on Form8-K and documents attached hereto
contain forward-looking information related to the Company,
Emmaus and the Proposed Acquisition of Emmaus by the Company that
involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or
implied by such statements. These forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as plans, anticipates, expects, intends, future,
may, will, could or similar expressions. Forward-looking
statements in this document include, among other things,
statements about the conditions to be satisfied for the Proposed
Acquisition to be consummated, Emmaus and the Companys plans,
objectives, expectations and intentions, the financial condition
and business of Emmaus and the Company, Emmaus products, their
development and anticipated approval in the U.S., and the
anticipated timing of closing of the Proposed Acquisition. Risks
and uncertainties include, among other things, risks related to
the satisfaction of the conditions to closing the Proposed
Acquisition in the anticipated timeframe or at all, including
uncertainties as to the possibility that the Proposed Acquisition
does not close; risks related to the ability to realize the
anticipated benefits of the Proposed Acquisition, including the
possibility that the expected benefits from the Proposed
Acquisition will not be realized or will not be realized within
the expected time period; the risk that the businesses will not
be integrated successfully; disruption from the transaction
making it more difficult to maintain business and operational
relationships; negative effects of this announcement or the
consummation of the Proposed Acquisition on the market price of
Emmaus and/or the Companys common stock; unknown liabilities; the
risk of litigation and/or regulatory actions related to the
Proposed Acquisition; other business effects, including the
effects of industry, market, economic, political or regulatory
conditions; future exchange and interest rates; changes in tax
and other laws, regulations, rates and policies; future business
combinations or disposals; the uncertainties inherent in research
and development; whether and when any drug applications may be
filed in any jurisdictions for any indications or any additional
indications for Emmaus products; whether and when the FDA or any
other applicable regulatory authorities may approve any such
applications, which will depend on its assessment of the
benefit-risk profile suggested by the totality of the efficacy
and safety information submitted; decisions by the FDA or other
regulatory authorities regarding labeling and other matters that
could affect the availability or commercial potential of Emmauss
products and pipeline assets; and competitive developments. Other
factors that may cause actual results to differ materially
include those set forth in the reports that the Company files
from time to time with the SEC, including its annual report on
Form10-K for the fiscal year ended July 31, 2016 and quarterly
and current reports on Form10-Q and 8-K.

Many of these factors are beyond Emmaus and the Companys control.
Unless otherwise required by applicable law, Emmaus and the
Company disclaim any intention or obligation to update
forward-looking statements contained in these documents as the
result of new information or future events or developments.

Item9.01 Financial Statements and Exhibits.

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 -0.00012 at 0.00998 with 13,456,534 shares trading hands.