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