As filed with the Securities and Exchange Commission on April 22, 2004
Registration No. 333- SEC File No 333-102513
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
ON FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-0845822
(I.R.S. Employer Identification No.)
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1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
(215) 988-0080
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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William A. Carter, M.D., Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
(215) 988-0080
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
Richard Feiner, Esq.
Silverman Sclar Shin & Byrne PLLC
381 Park Avenue South, Suite 1601
New York, New York, 10016
(212) 779-8600
Fax (212) 779-8600
Approximate date of proposed sale to the public: Not Applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 ("Securities Act"), other than securities offered only in
connection with dividend or reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
The registrant hereby deregisters all of the securities of the registrant
previously registered in the original Registration Statement on Form S-3 filed
with the Commission on January 14, 2003. These securities consisted of 499,996
warrants to purchase shares of our common stock and 5,499,996 shares of our
common stock. No securities were sold pursuant to the Registration Statement.
The registrant is using Form S-1 because it does not currently meet all of the
requirements for use of Form S-3.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 1 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Philadelphia, Commonwealth of Pennsylvania, on the 22th day of April,
2004.
HEMISPHERX BIOPHARMA, INC.
(Registrant)
By: /s/ William A. Carter
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William A. Carter, M.D.,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on the dates indicated.
Signature Title Date
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/s/ William A. Carter Chairman of the Board, April 22, 2004
--------------------- Chief Executive Officer
William A. Carter, M.D. (Principal Executive) and Director
Richard Piani* Director April 22, 2004
Robert E. Peterson* Chief Financial Officer and April 22, 2004
Chief Accounting Officer
Ransom Etheridge* Secretary And Director April 22, 2004
William Mitchell, M.D., Ph.D.* Director April 22, 2004
Iraj-Eqhbal Kiani, M.D. Director
* By: /s/ Wlliam A. Carter
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William A. Carter, M.D.,
Attorney-in-Fact