-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HrjT+DR/ix4iaF8V3gBYN4rRIjHKjns9NIuEQPR2b6rVIlGaVpV2WB0hJAFy5/4P fX3tk0bzPOByz8WMMflVbw== 0000946644-06-000010.txt : 20061109 0000946644-06-000010.hdr.sgml : 20061109 20061109165957 ACCESSION NUMBER: 0000946644-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERX BIOPHARMA INC CENTRAL INDEX KEY: 0000946644 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 520845822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13441 FILM NUMBER: 061203195 BUSINESS ADDRESS: STREET 1: 1617 JFK BLVD #660 STREET 2: ONE PENN CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 2159880080 MAIL ADDRESS: STREET 1: 1617 JFK BLVD STREET 2: ONE PENN CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19103 8-K 1 r8k_11906.txt 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) November 7, 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)) Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in The Registrant's Certifying Accountant. Retention of New Accountants On November 7, 2006, the Audit Committee of our Board of Directors approved the appointment of McGladrey & Pullen, LLP (" McGladrey") as our independent registered public accounting firm, effective immediately. McGladrey replaces BDO as our independent registered public accounting firm. During our two most recent fiscal years ended December 31, 2004 and December 31, 2005, and through the date of this Report on Form 8-K, we did not consult McGladrey with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any other matters or reportable events listed in Items 304(a)(2) of Regulation S-K. Resignation of Former Accountants As noted in our Current Report on Form 8-K/A filed with the Commission on September 22, 2006, BDO Seidman, LLP ("BDO") informed us that it would resign from the client-auditor relationship with us no later than the date of our filing of our Form 10-Q report for the period ending September 30, 2006. BDO's decision to resign was not recommended or approved by our Audit Committee. On November 7, 2006, we filed our Form 10-Q report for the period ended September 30, 2006 and BDO resigned from the client-auditor relationship with us. BDO's reports on our financial statements for the fiscal years ended December 31, 2004 and December 31, 2005 did not contain any adverse opinion or any disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2004 and December 31, 2005, and the subsequent interim period preceding the date of BDO's resignation, there were no disagreements between us and BDO on any matter of accounting principals or practice, financial statement disclosure or auditing scope of procedure which, if not resolved to the satisfaction of BDO, would have caused BDO to make a reference to the subject matter thereof in connection with its reports and, during the same period, there were no reportable events as defined in item 304(a)(1)(v) of the Commission Regulation S-K, except as previously reported in Item 9A of our 2005 Form 10-K/A2. We provided BDO with a copy of this Report on Form 8-K and requested that BDO furnish us with a letter addressed to the SEC stating whether it agrees with the foregoing statements by us and, if not, stating the respects in which it does not agree. A copy of the letter from BDO stating that it does agree with the foregoing statements is filed with this Report on Form 8-K as Exhibit 16.1. On November 9, 2006, Hemispherx issued a press release disclosing the retention of McGladrey & Pullen, LLP, a copy of which is attached hereto as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 16.1 Letter on change in certifying accountant. 99.1 Press Release dated November 9, 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. November 9, 2006 By: /s/ Robert Peterson -------------------------------------------- Robert Peterson, Chief Financial Officer EX-16 2 rex_16-1.txt Exhibit 16.1 ---------- BDO Seidman, LLP 1700 Market Street, 29th Floor Accountants and Consultants Philadelphia, Pennsylvania 19103-3962 Telephone: (215) 636-5500 Fax: (215) 636-5501 November 7, 2006 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 7, 2006, to be filed by Hemispherx Biopharma, Inc. We agree with the statements made in response to that Item insofar as they related to our Firm. Very truly yours, /s/BDO Seidman, LLP BDO Seidman, LLP EX-99 3 rex_99-1.txt Exhibit 99.1 Hemispherx Biopharma Appoints McGladrey & Pullen as Independent Auditing Firm Thursday November 9, 8:30 am ET PHILADELPHIA--(BUSINESS WIRE)--Hemispherx Biopharma, Inc. (AMEX: HEB - News) announced that its Board of Directors has engaged McGladrey & Pullen, LLP as the Company's new independent registered public accounting firm following the filing of its quarterly report on Form 10-Q for the period ended September 30, 2006. McGladrey & Pullen, a partner-owned CPA firm, provides audit and attest services to midsized companies. It has 100 offices in the United States. McGladrey & Pullen helps clients with global business needs through its membership in RSM International (an affiliation of separate and independent accounting and consulting firms). McGladrey & Pullen LLP and RSM McGladrey Inc., a business services provider, have an alternative practice structure. Though separate and independent legal entities, they work together to serve clients' business needs. When considered together, the two companies rank as the fifth-largest provider of accounting, tax and business consulting in the United States (source: Public Accounting Report). Web site: http://www.mcgladrey.com/. About Hemispherx Biopharma Hemispherx Biopharma, Inc. is a biopharmaceutical company engaged in the manufacture and clinical development of new drug entities for treatment of seriously debilitating disorders. Hemispherx's flagship products include Alferon N Injection(R) and the experimental therapeutics Ampligen(R) and Oragens(R). Alferon N Injection(R) is approved for a category of STD infection, and Ampligen(R) and Oragens(R) represent experimental RNA 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 severely debilitating and life threatening diseases. Hemispherx has in excess of 100 patents comprising its core intellectual property estate, a fully commercialized product (Alferon N Injection(R)) and GMP certified manufacturing facilities for its novel pharma products. For more information please visit 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 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 N Injection(R) do not imply that the product will ever be specifically approved commercially for these other treatment indications. Contact: Hemispherx Biopharma, Inc. Dianne Will, 518-398-6222 ir@hemispherx.net or CCG Investor Relations Sean Collins, Sr. Partner, 310-477-9800 -----END PRIVACY-ENHANCED MESSAGE-----