Generex Biotechnology Corporation (GNBT): Trading Alert

PROSPECTUS

GENEREX BIOTECHNOLOGY CORPORATION

Resale of 88,121,621 Shares of Common Stock

This prospectus relates to the resale of our common stock by certain of our stockholders, or Selling Security Holders. The shares offered for resale by this prospectus include the following:

• 22,800,000 shares of common stock issuable (i) upon conversion of the Series C 9% Convertible Preferred Stock sold in our August 10, 2012 offering, (ii) upon exercise of the warrants sold in our August 10, 2012 offering which may be exercised at a price of $0.08 per share, and (iii) in lieu of the cash payment of dividends on the preferred stock sold in our August 10, 2012 offering payable through August 10, 2015.

• 3,750,000 shares of common stock pertaining to (i) additional shares of common stock that may be issuable upon the triggering of ratchet provisions of 9,375,000 warrants that were issued in our August 10, 2012 offerings and (ii) additional shares of common stock that may be issuable upon the triggering of ratchet provisions of the Series C 9% Convertible Preferred Stock.

And shares of additional common stock issuable upon exercise of certain previously issued warrants due to the triggering of ratchet provisions in connection with our August 10, 2012 offering of Series C 9% Convertible Preferred Stock including:

• 30,171,626 shares of common stock issuable upon exercise of certain warrants sold in our March 31, 2008 offering which may be exercised at a price of $0.08 per share due to the triggering of ratchet provisions;

• 3,499,999 shares of common stock issuable upon exercise of the warrants sold in our January 25, 2011 offering which may be exercised at a price of $0.08 per share due to the triggering of ratchet provisions;

• 2,916,644 shares of common stock issuable upon exercise of the warrants sold in our July 7, 2011 offering which may be exercised at a price of $0.08 per share due to the triggering of ratchet provisions;

• 23,333,332 shares of common stock issuable (i) upon conversion of the Series B 9% Convertible Preferred Stock sold in our February 1, 2012 offering, and (ii) upon exercise of the warrants sold in our February 1, 2012 offering which may be exercised at a price of $0.08 per share due to the triggering of ratchet provisions;.

This Prospectus also relates to:

• an aggregate of 1,650,000 shares of common stock issued to placement agents and consultants.

This prospectus may only be used where it is legal to offer and sell the shares covered by this prospectus. We have not taken any action to register or obtain permission for this offering or the distribution of this prospectus in any country other than the United States.

Although we will pay substantially all the expenses incident to the registration of the shares, we will not receive any proceeds from the sales by the Selling Security Holders. We will, however, to the extent the warrants are exercised for cash, receive proceeds from such exercises; to the extent we receive such proceeds, they will be used for general corporate and working capital purposes.

The Selling Security Holders may sell these securities from time to time at the prevailing market price or in negotiated transactions or in any other manner specified under “Plan of Distribution” in this prospectus.

Our common stock is presently quoted for trading on the OTC Bulletin Board under the symbol “GNBT.OB”. On September 6, 2012, the last sales price of the common stock was $0.0705 per share.

Common stock to be outstanding after this offering 450,921,406 shares