Generex expects to receive net proceeds of approximately $11.66 after deducting placement agent fees and other offering expenses.

Generex has entered into securities purchase agreements with the investors pursuant to which Generex has agreed to sell an aggregate of 15.31 million shares of its common stock and warrants to purchase up to 5.05 million additional shares of its common stock. Each unit, consisting of one share of common stock and a warrant to purchase one-third of a share of common stock, will be sold for a purchase price of $0.80.

The warrants to purchase additional shares will be exercisable at an exercise price of $1 per share beginning 183 days after issuance and will expire five years from the date they are first exercisable.

Proceeds from the transaction will be used for general corporate purposes. The offering is expected to be consummated by September 14, 2009, subject to customary closing conditions. Midtown Partners & Co and Maxim Group acted as co-placement agents for the transaction.

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