SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August _, 2004 (July 30, 2004)
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27072 52-0845822
(state or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
1617 JFK Boulevard, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 988-0080
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Hemispherx Biopharma, Inc. has issued the press release attached as Exhibit 99.1
and which is incorporated by this reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed herewith:
99.1 Text of press release dated August 2, 2004.
SIGNATURES
Pursuant 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 hereunto duly authorized.
HEMISPHERX BIOPHARMA, INC.
August 2, 2004 By: s/William A. Carter
William A. Carter, M.D.,
President
Exhibit 99.1
Hemispherx Biopharma Announces Private Placement of Common Stock and Warrants
Monday August 2, 4:12 pm ET
PHILADELPHIA--(BUSINESS WIRE)--Aug. 2, 2004--Hemispherx Biopharma, Inc. (AMEX:
HEB - News) announced today it has entered into definitive agreements with
selected accredited institutional investors, including current shareholders,
relating to a private placement of approximately 3.6 million shares of
Hemispherx Biopharma's common stock and warrants to purchase up to approximately
1,085,000 additional shares of Hemispherx Biopharma's common stock at $2.08 per
unit, for aggregate gross proceeds of approximately $7.5 million. The five-year
warrants are exercisable at a price of $2.86 per share. Subject to customary
closing conditions, the private placement is scheduled to close during the first
week of August 2004.
No regulatory authority has approved or disapproved the information contained in
this press release. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
The securities to be sold in this private placement have not been registered
under the Securities Act of 1933 or any state securities laws and unless so
registered may not be offered or sold in the United States (or to a U.S. person)
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and applicable state
securities laws. As part of this transaction, Hemispherx Biopharma has agreed to
file a registration statement covering the resale of the shares of common stock
to be acquired by the investors and shares of common stock issuable upon
exercise of the warrants to be acquired by the investors.
About Hemispherx
Hemispherx Biopharma, based in Philadelphia, is a biopharmaceutical company
engaged in the manufacture and clinical development of new drug entities for
treatment of viral and immune-based chronic disorders. Its flagship products
include Alferon N and the experimental immunotherapeutics/antivirals Ampligen
and Oragens(TM). These novel proteins, approved for a category of STD infection,
and experimental nucleic acids are being developed for globally important
chronic viral diseases and disorders of the immune system including HPV, HIV,
CFS and Hepatitis. Its platform technology includes large and small agent
components for potential treatment of various chronic viral infections.
Hemispherx has approximately 270 patents comprising its core intellectual
property estate, a fully commercialized product (Alferon N) and GMP certified
manufacturing facilities for its novel pharma products. For more information
please visit www.hemispherx.net. The statement contained in this press release
regarding the anticipated closing of the private placement is a
"forward-looking" statement which is subject to risks and uncertainties,
including the ability of Hemispherx Biopharma to meet the closing conditions for
the private placement and market risks generally. Information contained in this
news release other than historical information, should be considered
forward-looking and is subject to various risk factors and uncertainties. For
instance, the strategies and operations of Hemispherx Biopharma involve risk of
competition, changing market conditions, change in laws and regulations
affecting these industries and numerous other factors discussed in this release
and in the Company's filings with the Securities and Exchange Commission. Any
specifically referenced investigational drugs and associated technologies of the
company (including Ampligen and Oragens(TM)) are experimental in nature and as
such are not designated safe and effective by a regulatory authority for general
use and are legally available only through clinical trials with the referenced
disorders. Only Clinical Studies under well-controlled conditions can establish
efficacy and safety of any product. Clinical trials for other potential
indications of the approved biologic Alferon do not imply that the product will
ever be specifically approved commercially for these other treatment indication.
Hemispherx Biopharma undertakes no obligation to revise or update any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this press release.
Contact:
Hemispherx Biopharma, Inc.
Investor Relations
Dianne Will, 518-398-6222
Fax: 518-398-6369
or
CEOcast, Inc. for Hemispherx
Kevin Theiss 212-732-4300 x225