UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, For use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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GENEREX BIOTECHNOLOGY CORPORATION
(Name of Registrant as Specified In Its Charter)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Corporate Information Board of Directors US Counsel: Special Committee: Eckert Seamans Cherin & Mellott, LLC 1515 Market Street — Ninth Floor John P. Barratt Philadelphia, PA 19102-1909 Chairman of the Board Brian McGee Canadian Counsel: Independent Director Aird & Berlis LLP 181 Bay Street, Suite 1800 Nola E. Masterson Toronto, ON, Canada M5J 2T9 Independent Director Patent and Trademark Agents: Executive Management: Perry+Currier Inc. 1300 Yonge Street, Suite 500 Mark A. Fletcher Toronto, ON, Canada M4T 1X3 President & Chief Executive Officer David Brusegard Ph.D. Auditors: Chief Operating Officer MSCM LLP 701 Evans Avenue, 8th Floor Stephen Fellows Toronto, ON, Canada M9C 1A3 Acting Chief Financial Officer Eric von Hofe, Ph.D. Transfer Agent: President StockTrans a Broadridge Company Antigen Express, Inc. 44 W. Lancaster Avenue Ardmore, PA 19003 Generex Subsidiary: Telephone: 610-649-7300 Antigen Express, Inc. Fax: 610-649-7302 Biotech 3 One Innovation Drive Worcester, MA 01605 Shareholder Information: Investor Relations Department Shareholders’ Meeting: E-mail: info@generex.com Grand Hyatt New York Telephone: 1-800-391-6755 109 East 42nd Street at Website: www.generex.com Grand Central Terminal, New York, NY, USA 10017 Generex’s common stock is quoted on the OTC Bulletin Board under the Wednesday, June 8, 2011 Symbol GNBT.OB 12:00 pm Ballroom Level 2010 Gener ex Biotechnology Corporation. All rightsr eserved. Printed in Canada. Except for historical information contained herein, this report contains forward-looking statements that involve risks and uncertainties, including clinical results, regulatory approval of the Company’s products, the timely availability and acceptance of new products, the impact of competitive products and pricing, and the management of growth, as well as the other risks detailed from time to time in Generex Biotechnology Corporation’s Securities and Exchange Commission (SEC) filings, including the Company’s annual report on Form 10-K. All images used in the Generex Biotechnology 2010 Annual Overview ar e owned by the Company.
My fellow stockholders... Mark A. Fletcher, President & Chief Executive Officer, Generex Biotechnology Corporation The past six months have been a tumultuous time here at Generex. We have seen trading in our stock move from the NASDAQ Capital Market to the Over-the-Counter Bulletin Board. We have seen our Board of Directors make significant changes in executive management personnel. Following my appointment as Interim President & Chief Executive Officer on September 29, 2010, I moved to focus and streamline our operational efforts and eliminate non essential expenditures with a view to optimizing our human and financial resources. Those efforts continue with the assistance of Dr. David Brusegard, our newly appointed Chief Operating Officer, Stephen Fellows, our newly appointed Acting Chief Financial Officer, and George Markus, our Vice-President for Clinical & Regulatory Affairs. In addition, Dr. James H. Anderson is standing for election to the Generex Board of Directors (as an independent member) at the next Annual Meeting of the Generex stockholders scheduled for June 8, 2011. We are looking forward to Dr. Anderson’s augmented involvement in Generex; his vast experience and expertise will help shepherd Generex Oral-lyn™ (our proprietary buccal insulin spray product) and our other buccal drug delivery platform technologies towards commercialization. I urge you to endorse Dr. Anderson by voting in favour of his election to the Board. We have also unveiled a strategic development plan for Generex and our wholly-owned immunotherapeutics subsidiary, Antigen Express, Inc., designed to position both Generex and Antigen Express for the aggressive advancement of their respective proprietary platform technologies. That plan was unveiled in a press conference in New York City on March 30, 2011; a detailed press release was issued that same day. That plan entails a reverse split of the Generex common stock in conjunction with a listing of the stock on a national stock exchange. Your Board of Directors, Generex management, and the Company’s professional business advisors are of the unanimous opinion that a reverse stock split and a listing on a national stock exchange will provide a solid foundation for the culmination of the clinical and regulatory work in respect of Generex Oral-lyn™, the pursuit of additional clinical and regulatory initiatives for our buccal drug delivery platform technologies, and the commercialization of those products. I strongly urge my fellow stockholders to vote in favour of the reverse stock split at our next Annual Meeting of stockholders. If the reverse stock split and listing on a national exchange are achieved, we intend to afford our stockholders the opportunity to participate in the further funding of Generex by offering our stockholders rights to purchase additional equity participation in the Company. That strategic development plan also involves the spin-out of Antigen Express into a separate publicly-traded company and the listing of that new company’s stock on a national stock exchange. This initiative will permit Antigen Express and its impressive pipeline of proprietary immunotherapeutic vaccines to independently flourish in the capital markets under an executive management team led by Dr. Eric von Hofe, current President of Antigen Express. Dr. von Hofe is also standing for election to the Generex Board as a management member. If the Generex reverse stock split and listing on a national exchange are achieved, the new Antigen Express company will issue stock dividends to the Generex stockholders to endow you with the opportunity for direct participation in the success of Antigen Express. Immediately following the spin-out and the stock dividends, Generex will retain a controlling interest in the new Antigen Express company as a valuable asset on the Generex books. In the coming weeks and months, we will be providing you with updates on the strategic development plan as well as updates on our clinical and regulatory programs, including Generex Oral-lyn™, which is presently the subject of a global Phase III clinical trial, and the Antigen Express AE37 breast cancer vaccine, which is presently the subject of a Phase II trial being conducted under the auspices of The Henry M. Jackson Foundation for the Advancement of Military Medicine. The next Annual Meeting of the Generex stockholders has been scheduled for Wednesday, June 8, 2011 at the Grand Hyatt New York located at 109 East 42nd Street at Grand Central Terminal in New York City. I will look forward to seeing you there. Your votes are of critical importance to your investment in Generex. Therefore, if you are unable to attend the meeting, I urge you to vote by proxy. I thank my fellow stockholders for your support of your Company, your Board of Directors, the Company’s new executive management team, and our strategic development plan. Mark A. Fletcher, President & Chief Executive Officer, Generex Biotechnology Corporation April 14, 2011