8-K

                                  UNITED STATES
                       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)
                                   May 5, 2006

                           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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) [ ] Pre-commencement  communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))






Item 3.01(a). Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.


Please see the disclosure in the press release attached hereto as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and
Exhibits.

(c)      Exhibits

The following Exhibit is filed as part of this report:

Exhibit No.                Description
- -----------                -----------
99.1              Press Release dated May 12, 2006


                                   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.


May 12, 2006                   By: /s/ Robert Peterson
                                  -----------------------------------------
                                  Robert Peterson, Chief Financial Officer

EX-99

                                                          Exhibit  99.1


Company Contact:                                     Media Contact:
Dianne Will                                          Digs Majumder
Hemispherx Biopharma, Inc.                           Neale-May & Partners
518-398-6222                                         212.213.5400 x 206
ir@hemispherx.net                                    digs@nealemay.com



   Hemispherx Announces Approval by AMEX of Plan to Achieve Compliance Status


Philadelphia, PA, May 12, 2006: Hemispherx Biopharma, Inc. (AMEX: HEB) announced
today  that on May 5, 2006 the  American  Stock  Exchange  (AMEX)  notified  the
Company  that it  reviewed  the  Company's  plan to regain  compliance  with the
continued listing standards and determined that the plan demonstrates reasonable
ability to succeed.

As  previously  announced,  on April 3, 2006,  Hemispherx  Biopharma  received a
notice from the AMEX  indicating that was is not in compliance with Sections 134
and 1101 of the AMEX  Company  Guide.  The  non-compliance  was a result  of the
Company's  inability to file its annual  report on Form 10-K for the fiscal year
ended December 31, 2005 with audited financial statements on a timely basis. The
May 5, 2006 AMEX extension gives the Company until June 2, 2006 to file its Form
10-K.

The delay in the filing of the 10-K is caused by the  application  of accounting
principles  around  complex  convertible  debentures  held on the  books  of the
Company. The application of these principles relates to non-cash charges that do
not affect the Company's revenues, cash flows from operations or liquidity.

As a result of the delayed  filing of the 10-K,  the filing of the Form 10-Q for
the period  ended  March 31,  2006 will be delayed.  On May 10,  2006,  the AMEX
informed  the  Company  that the  failure  to timely  file this Form 10-Q was an
additional  deficiency  under  Sections 134 and 1101 of the AMEX Company  Guide.
However,  the AMEX granted an  extension  until June 30, 2006 for the Company to
regain compliance with the requirement to file the Form 10-Q.

Dr.  William  Carter,  Chairman and CEO of Hemispherx  Biopharma,  stated,  "The
Company and our auditors  are  diligently  focused on resolving  this issue in a
timely manner.  We remain  dedicated to delivering on our business  strategy and
the opportunities outlined in our recent presentation to shareholders."




About Hemispherx Biopharma
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.  Hemispherx  Biopharma's
flagship     products     include     Alferon(R)     and    the     experimental
immunotherapeutics/antivirals   Ampligen(R)  and   Oragens(TM).   Alferon(R)  is
approved  for a category  of STD  infection,  and  Ampligen(R)  and  Oragens(TM)
represent  experimental  nucleic acids being  developed  for globally  important
viral  diseases  and  disorders  of the  immune  system.  Hemispherx's  platform
technology  includes large and small agent components for potential treatment of
various  chronic  viral  infections.  Hemispherx  has in excess  of 100  patents
comprising its core intellectual property estate, a fully commercialized product
(Alferon(R) N) and GMP certified  manufacturing  facilities for its novel pharma
products. For more information please visit www.hemispherx.net


www.hemispherx.net


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 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(R),  Alferon(R) LDO and Oragens) 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.  The  forward-looking  statements  represent the
Company's  judgment  as of the  date of this  release.  The  Company  disclaims,
however,  any intent or obligation to update these  forward-looking  statements.
Clinical  trials  for  other  potential  indications  of the  approved  biologic
Alferon(R)  do not imply that the  product  will ever be  specifically  approved
commercially for these other treatment indications.