U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

NOTIFICATION OF LATE FILING                                      SEC FILE NUMBER
                                                                     0-27072

            (Check One):

[X] Form 10-K and Form 10-KSB      [ ] Form 20-F       [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB      [ ] Form N-SAR


For Period Ended: ............................................ December 31, 2000

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates: ________________________

________________________________________________________________________________

Part I - Registrant Information

      Full Name of Registrant

                           HEMISPHERX BIOPHARMA, INC.
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                            Former Name if Applicable

                         1617 JFK Boulevard, Suite 660,
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           Address of Principal Executive Office (Street and Number)

                             Philadelphia, PA 19103
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                            City, State and Zip Code




Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      [X]   (a) The reasons  described in reasonable  detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

      [X]   (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the fifteenth  calendar day following the  prescribed due date; or the
subject  quarterly report or transition report on Form 10- Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

            (c) The  accountant's  statement or other  exhibit  required by Rule
12b-25(c) has been attached if applicable.

Part III - Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period.

      The  registrant  was unable to file its Form  10QSB for the  period  ended
December 31, 2000, without  unreasonable expense and effort due to its inability
to  finish  the  required  financial  statements  within a  sufficient  time for
management to review the financial  statements with its independent  accountants
and to prepare the management discussion and analysis.

Part IV - Other Information

      (1) Name and  telephone  number  of person  to  contact  in regard to this
notification

Robert Peterson                  (215)                             988-0080
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(Name)                         (Area Code)                    (Telephone Number)

      (2) Have all other periodic  reports required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                                  [X] Yes [ ] No

      (3) Is it anticipated that any significant change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earning statements to be included in the subject report or portion thereof?

                                                                  [X] Yes [ ] No




      If so, attach an explanation of the anticipated changes,  both narratively
and  quantitatively,  and if  appropriate,  state the reasons  why a  reasonable
estimate of the results cannot be made.

      The Company did not book a non-cash charge for stock compensation  expense
of $3,097,000 in its 1999  Financial  Statements.  This charge is related to the
extension of the expiration  date of the Company's  warrants  previously  issued
under Rule 701 of the  Securities  Act in  February  1999.  The  Company's  1999
Financial  Statements  have been  adjusted  and restated to reflect the non-cash
charge for stock compensation expense.

                           HEMISPHERX BIOPHARMA, INC.
                           --------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

                                        HEMISPHERX BIOPHARMA, INC.

Date: April 2, 2001                     By: /s/ William A. Carter
                                            ------------------------------------
                                            William A. Carter,
                                            Chairman and Chief Executive Officer

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