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)
July 22, 2009
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27072 52-0845822
(state or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) 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 Securities Act (17 CFR
230.14a-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 (17CFR 240-13e-4(c))
Item 8.01 Other Events
Hemispherx Biopharma Announces Further Adjournment on Proposal Number 3 from the
2009 Annual Meeting of Stockholders
For more information, please see the July 22,2009 press release filed as exhibit
99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following Exhibit is filed as part of this report:
Exhibit No. Description
-------------------------------------------------------------------------------
Exhibit 99.1 Press Release dated July 22, 2009.
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.
July 22, 2009 By: /s/ William A. Carter
-------------------------------------
William A. Carter, M.D.
Chief Executive Officer
Exhibit 99.1
Company/Investor Contact:
Dianne Will
Hemispherx Biopharma, Inc.
518-398-6222
ir@hemispherx.net
Hemispherx Biopharma Announces Further Adjournment on Proposal Number 3
from the 2009 Annual Meeting of Stockholders
PHILADELPHIA, PA--July 22, 2009--Hemispherx Biopharma (NYSE AMEX: HEB) announced
today that the Company will extend the time allowed for stockholders to vote on
proposal number 3 contained in the proxy for the 2009 Annual Meeting of
Stockholders in order to permit stockholders additional time. The adjourned
meeting will be held at the Embassy Suites Hotel, 1776 Benjamin Franklin
Parkway, Philadelphia, Pennsylvania 19103, on Friday, September 4, 2009, at
10:00 a.m. Eastern time. The record date remains May 8, 2009.
As previously announced, the 2009 Annual Meeting of Stockholders was held as
scheduled on June 24, 2009 on three of the four proposals. The Company left the
polls open with regard to voting on proposal 3, an amendment of its certificate
of incorporation to increase the number of authorized shares of Common Stock
from 200,000,000 to 350,000,000 and adjourned the meeting solely with regard to
this proposal. The Company did this due to the low vote turn out and the
requirement that this proposal be approved by the holders of a majority of the
outstanding shares. Less than the requisite number of shares for approval of the
proposal were present at the meeting.
The Company believes that the low turnout may be due to the fact that more than
40% of its outstanding shares are held outside the United States and that many
of these shares are held at European banks that do not necessarily participate
in the voting of proxies of American companies. In addition, the voting has been
impacted by stockholders that may be on summer holiday.
Hemispherx urges all stockholders who owned shares on May 8, 2009 and have not
already voted to do so immediately. Stockholders who have already voted, but
would like to change their vote, may do so by casting another ballot. Please be
advised that this applies to proposal number 3 only as the polls have closed on
proposals 1, 2 and 4. United States stockholders will receive an additional
proxy card electronically or in the mail.
As noted above, a significant number of stockholders are domiciled in Europe and
less readily accessible for notification purposes. European banks do not
necessarily forward the proxy to European stockholders, and therefore these
stockholders will need to contact their bank directly in order to exercise their
right to vote.
A replacement proxy card and letter to stockholders will be sent out shortly via
e mail or regular mail, depending on how stockholders have elected to receive
this material. The annual report and proxy statement will not be re-mailed. For
notice and access purposes, the Company has posted a copy of the proxy statement
and annual report on the Company's website at
http://www.hemispherx.net/content/investor/annualMeeting.asp. For the non-U.S.
residents, the Company has also posted a blank proxy card, which they may use to
instruct their bank to vote on their behalf. Some European banks will vote
directly on behalf of the stockholder as instructed. Other banks will issue a
legal proxy or certificate certifying the number of shares owned as of the
record date (May 8, 2009), which must be accompanied by a signed and dated
proxy. These shares do not need to be blocked. The banks simply need to certify
the number of shares owned on May 8, 2009. If needed, please forward a copy of
the sample certificate posted on the website to your European bank.
The Company emphasizes the importance of your vote. If you are a U.S. resident,
please take a moment to vote your shares via Internet, phone, or by mail. All
other stockholders are encouraged to contact your custodian bank/broker at your
earliest convenience.
If you need assistance in voting your shares, Hemispherx suggests that you
contact Morrow & Co., LLC, the firm assisting the Company with the Annual
Meeting. Morrow & Co. can be contacted in the U.S. at 203-658-9400 or in London
at +44-207-222-4645. Stockholders may also contact Dianne Will, Investor
Relations for Hemispherx collect at 518-398-6222 or via e mail at
dwill@willstar.net.
About Hemispherx Biopharma
Hemispherx Biopharma, Inc. is a specialty pharma 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) (FDA approved for a category of sexually transmitted diseases)
and the experimental therapeutics, Ampligen(R) and Oragens. Ampligen(R) and
Oragens represent experimental RNA nucleic acids being developed for globally
important debilitating 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 50 issued patents comprising its core intellectual
property estate and a fully commercialized product (Alferon N Injection(R)). The
Company wholly owns and exclusively operates a GMP certified manufacturing
facility in the United States for commercial 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; similarly, the completion of
the NDA filing process with Ampligen(R) does not imply that the product will
ever be approved commercially.