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)
August 3, 2018
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0 - 27072 | 52-0845822 | ||
| (state or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | (Identification No.) |
| 860 N. Orange Avenue, Suite B, Orlando, FL | 32801 | |
| (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2018, the registrant and Maxim Group LLC further amended their July 23, 2012 Equity Distribution Agreement solely for the purpose of adding the registrant’s new registration statement on Form 3 (File No 333-226059) to the definition of “registration statement” as the old registration statement expired.
The foregoing description of the Amendment is qualified in its entirety by reference to the foregoing document, a copy of which is attached and incorporated herein as Exhibits 10.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
| 10.1 |
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 3, 2018 | By: | /s/ Thomas K. Equels |
| Thomas K. Equels, CEO | ||
Exhibit 10.1
MAXIM GROUP
August 3, 2018
STRICTLY CONFIDENTIAL
Thomas K. Equels
Hemispherx Biopharma, Inc.
860 N. Orange Avenue, Suite B
Orlando, Florida 32801
Dear Mr. Equels:
This letter (the “Amendment Agreement”) constitutes an agreement between Hemispherx Biopharma, Inc. (the “Company”) and Maxim Group LLC (the “Agent”) to further amend the Equity Distribution Agreement, dated as of July 23, 2012, as amended on August 5, 2015, between the Company and the Agent (as amended the first time, the “Agreement”) as follows:
Section 1(a)(i) of the Agreement is hereby amended by deleting the following text previously amended on August 4, 2015:
“A registration statement on Form S-3 (File No. 333-182216) (the “First Registration Statement”) was initially declared effective by the Commission on July 2, 2012, and, prior to the expiration of such First Registration Statement, a new registration statement on Form S-3 (File No 333-205228) (the “Second Registration Statement”) was initially declared effective by the Commission on August 4, 2015 (such date, the “Effective Date”) (the First Registration Statement from July 2, 2012 through the Effective Date and the Second Registration Statement from the Effective Date and thereafter, respectively, hereinafter referred to as the “registration statement”) is currently effective, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Rules and Regulations”) (collectively called the “Securities Act”);”
and inserting in replacement thereof the following:
“A registration statement on Form S-3 (File No. 333-182216) (the “First Registration Statement”) was initially declared effective by the Commission on July 2, 2012 and, prior to the expiration of such First Registration Statement, a new registration statement on Form S-3 (File No 333-205228) (the “Second Registration Statement”) was declared effective by the Commission on August 4, 2015. Prior to the expiration of such Second Registration Statement, a new registration statement on Form S-3 (File No 333-226059) (the “Third Registration Statement”) was declared effective by the Commission on August 3, 2018 (such date, the “Effective Date”) (the First Registration Statement from July 2, 2012 through August 4, 2015, the Second Registration Statement from August 4, 2015 through the Effective Date and the Third Registration Statement from the Effective Date and thereafter, collectively hereinafter referred to as the “registration statement”) is currently effective, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Rules and Regulations”) (collectively called the “Securities Act”);”.
In acknowledgment that the foregoing correctly sets forth the understanding reached by the Agent and the Company, please sign in the space provided below, whereupon this Amendment Agreement shall constitute a binding amendment to the Agreement as of the date indicated above.
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| Very truly yours, | ||
| MAXIM GROUP LLC | ||
| By | /s/ Clifford A. Teller | |
| Name: | Clifford A. Teller | |
| Title: | Executive Managing Director | |
| Accepted and Agreed: | ||
| HEMISPHERX BIOPHARMA, INC. | ||
| By: | /s/ Thomas K. Equels | |
| Name: | Thomas K. Equels | |
| Title: | Chief Executive Officer | |