-----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, DaA398xnXE+OrBXvX8jg/Dl3l3Vt07v4TjarkYATU2456lZVExKCYHqvKEW0f9Aj 0fNYj9cBftINQE5s9sn+fw== 0001144204-06-014459.txt : 20060407 0001144204-06-014459.hdr.sgml : 20060407 20060407171658 ACCESSION NUMBER: 0001144204-06-014459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060403 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060407 DATE AS OF CHANGE: 20060407 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: 06748895 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 v040107.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) April 7, 2006 (April 3, 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 3 - Securities and Trading Markets Item 3.01(a). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 3, 2006, Hemispherx received a notice from the staff of The American Stock Exchange ("AMEX") indicating that it is not in compliance with Sections 134 and 1101 of the AMEX Company Guide and its listing agreement. The non-compliance was as a result of Hemispherx's failure 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. Additionally, on April 3, 2006, Hemispherx announced that the previously issued financial statements included in its Forms 10-Q and Forms 10-K for the periods ended from March 31, 2003 to December 31, 2005, should not be relied upon. The AMEX notice requires Hemispherx to submit a plan by April 17, 2006, advising the AMEX of any action it has taken, or will take to bring it into compliance with the AMEX Company Guide by no later than June 2, 2006. If the plan is accepted by the AMEX, the listing of Hemispherx's common stock will continue pursuant to an extension. The AMEX notice states that if Hemispherx fail to provide an acceptable plan by April 17, 2006 or Hemispherx is not in compliance with the listing standards by June 2, 2006, the AMEX will initiate delisting proceedings, as appropriate. In either event, Hemispherx may appeal if the AMEX staff makes a determination to initiate delisting proceedings in accordance with applicable AMEX rules. In the letter, the AMEX also noted that Hemispherx will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the continued listing standards and ".LF" will be appended to Hemispherx's trading symbol whenever such trading symbol is transmitted with a quotation or trade. Accordingly, HEB will trade as HEB.LF. The website posting and indicator will remain in effect until Hemispherx has regained compliance with all applicable continued listing standards. Hemispherx intends to file its Form 10-K for the fiscal year ended December 31, 2005 with the Securities and Exchange Commission ("SEC") promptly after audited financial statements are available, and to file amended quarterly reports on Form 10-Q for the first, second and third quarters of 2005, which will include the corresponding restated quarters for 2004, with the SEC within ten business days thereafter. Hemispherx expects to be current with all reporting requirements of the SEC and the listing requirements of the AMEX after it files the foregoing reports. On April 7, 2006, Hemispherx issued a press release disclosing the foregoing, 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 The following Exhibit is filed as part of this report: Exhibit No. Description - ----------- ----------- 99.1 Press Release dated April 7, 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. April 7, 2006 By: /s/ Robert Peterson -------------------------- Robert Peterson, Chief Financial Officer EX-99.1 2 v040107_ex99-1.txt 2 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 Biopharma, Inc. Late Filing of Form 10-K Generates Standard Non- Compliance Notification From The AMEX Philadelphia, PA., April 7, 2006 - Hemispherx Biopharma, Inc. (AMEX: HEB) (the "Company") announced today that, in accordance with standard regulatory procedural requirements and pursuant to prior conversations with The American Stock Exchange ("AMEX"), the AMEX, on April 3, 2006, provided notice to the Company advising that, as the Company did not timely file its annual report on Form 10K for the fiscal year ended December 31, 2005 with audited financial statements (which was previously announced by the Company on April 3, 2006) the Company was not in compliance with Sections 134 and 1101 of the AMEX Company Guide. As a consequence of the non-compliance notice, the Company will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the listing standards and ".LF" will be appended to its trading symbol whenever such trading symbol is transmitted with a quotation or trade. The website posting and indicator will remain in effect until the Company has regained compliance with all applicable listing requirements. The Company intends to file its Form 10-K for the fiscal year ended December 31, 2005 with the Securities and Exchange Commission ("SEC") promptly after audited financial statements are available, and to file amended quarterly reports on Form 10-Q for the first, second and third quarters of 2005, which will include the corresponding restated quarters for 2004, with the SEC within ten business days thereafter. The Company expects to be current with all reporting requirements of the SEC and the listing requirements of the AMEX after it files the foregoing reports. The Company will continue to file disclosures reflecting the series of standard regulatory procedural steps to cure the non-compliance and the Company's progress in meeting all regulatory requirements. Dr. William A Carter, Chief Executive Officer and Chairman of the Company, stated, "The AMEX notice is considered one of several routine steps in situations when there are late filings with the SEC. The Company did file its Form 10-K for the fiscal year ended December 31, 2005 with unaudited financial statements on April 3, 2006 and, based on the representations of our independent registered public accountants, anticipates having audited financial statements for the fiscal year ended December 31, 2005, on or before May 3, 2006, which should allow the Company to cure the non-compliance issues. 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 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. -----END PRIVACY-ENHANCED MESSAGE-----