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 6, 2004 (August 5, 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

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          (Former name or former address, if changed since last report)



ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On August 5, 2004, the Company closed a private placement with select
institutional investors of approximately 3,617,300 shares of its Common Stock
and warrants to purchase an aggregate of up to approximately 1,085,200 shares of
its Common Stock. It raised approximately $7,524,000 in gross cash proceeds from
this private offering. The Company issued a press release on August 6, 2004
attached hereto as Exhibit 99.1 regarding the transaction described in this
report.

The Warrant issued to each purchaser is exercisable for up to 30% of the number
of shares of Common Stock purchased by such Purchaser, at an exercise price
equal to $2.86 per share. Each Warrant has a term of five years and is fully
exercisable from the date of issuance.

Pursuant to the Registration Rights Agreement, made and entered into as of
August 5, 2004 (the "Rights Agreement"), the Company has agreed to file with the
Securities and Exchange Commission a registration statement covering resales of
the shares issued to the Purchasers and shares issuable upon the exercise of the
Warrants.

For a complete description of this transaction, see the Securities Purchase
Agreement, form of Warrant and Registration Rights Agreement filed as Exhibits
10.1, 10.2 and 10.3 to this Report and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits. The following exhibits are filed herewith:

      10.1  Securities Purchase Agreement, dated July 30, 2004, by and among the
            Company and the Purchasers named therein.

      10.2  Form of Warrant for Common Stock of the Company.

      10.3  Registration Rights Agreement, dated July 30, 2004, by and among the
            Company and the Purchasers named therein.

      99.1  Text of press release dated August 6, 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 5, 2004                            By: /s/ William A. Carter
                                              ----------------------------------
                                              William A. Carter, M.D., President