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)
November 23, 2015
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0
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27072
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52-0845822
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(state or other juris-
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(Commission
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(I.R.S. Employer
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diction of incorporation)
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File Number)
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(Identification No.)
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1617 JFK Boulevard, Suite 500, Philadelphia, PA
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19103
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(215) 988-0080
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1617 JFK Boulevard, Suite 660, Philadelphia, PA 19103
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(Former name or former address, if changed since last report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On November 23, 2015, Dr. William A. Carter, Chairman of the Board, Chief Executive Officer and Chief Scientific Officer of Hemispherx Biopharma, Inc. (the “Company”), and Thomas K. Equels, the Company’s President, Executive Vice Chairman of the Board, Chief Financial Officer, Secretary and General Counsel, waived their rights under their respective employment agreements to any future payment of any incentive bonus related to the sale of the Company’s stock or other securities by, or on behalf of, the Company pursuant to the Maxim Equity Distribution Agreement or any similar or successor ATM equity distribution agreement.
Dr. Carter and Mr. Equels voluntarily provided these waivers in an effort to preserve cash and to help the Company to ensure its short term commercialization goals.
The foregoing description of the waivers is qualified in its entirety by reference to the foregoing documents, copies of which are attached and incorporated herein as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
10.1 November 23, 2015 William A. Carter Employment Agreement Waiver.
10.2 November 23, 2015 Thomas K. Equels Employment Agreement Waiver.
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.
November 23, 2015 By:
/s/ Thomas K. Equels
Thomas K. Equels,
President
Exhibit 10.1
Waiver Letter
November 23, 2015
Thomas K Equels, President
HEMISPHERX BIOPHARMA, INC.
One Penn Center
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
Dear Mr. Equels,
For the purpose of assisting Hemispherx Biopharma, Inc. (the “Company”) in preserving cash and to help the Company to ensure its commercialization goals for Ampligen and Alferon-N, effective November 23, 2015 I waive my rights under Section 3(c)(ii) of the Amended and Restated Employment Agreement between the Company and me entered into as of December 6, 2011 to any future payment of any incentive bonus related to the sale of the Company’s stock or other securities by, or on behalf of, the Company pursuant to the Equity Distribution Agreement between the Company and Maxim Group LLC, dated July 23, 2012, as amended (the “Maxim Agreement”), or any similar or successor ATM equity distribution agreement. I make this waiver for the sole and exclusive purpose of assisting the Company in reaching its commercialization goals and do so without making any admissions concerning the scope of my rights under Section 3(c)(ii) of the Employment Agreement or the propriety of any consideration I previously have received thereunder.
/s/ Willaim A. Carter
Dr. William A. Carter
Waiver Acknowledged:
HEMISPHERX BIOPHARMA, INC.
By:
/s/ Thomas K. Equels
Thomas K. Equels, CFO
cc: Peter Rodino, William Mitchell, Iraj E Kiani
Corporate Headquarters
One Penn Center, 1617 JFK Blvd, Suite 500, Philadelphia, PA 19103 t: 215-988-0080 f: 215-988-1739
Manufacturing
783 Jersey Ave, New Brunswick, NJ 08901 www.hemispherx.net t: 732-249-3250 f: 732-249-6895
Shipping: 5 Jules Lane, New Brunswick, NJ 08901
Exhibit 10.2
Waiver Letter
November 23, 2015
William A. Carter, M.D., CEO
HEMISPHERX BIOPHARMA, INC.
One Penn Center
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
Dear Dr. Carter,
For the purpose of assisting Hemispherx Biopharma, Inc. (the “Company”) in preserving cash and to help the Company to ensure its commercialization goals for Ampligen and Alferon-N, effective November 23, 2015 I waive my rights under Section 3(c)(ii) of the Amended and Restated Employment Agreement between the Company and me entered into as of December 6, 2011 to any future payment of any incentive bonus related to the sale of the Company’s stock or other securities by, or on behalf of, the Company pursuant to the Equity Distribution Agreement between the Company and Maxim Group LLC, dated July 23, 2012, as amended (the “Maxim Agreement”), or any similar or successor ATM equity distribution agreement. I make this waiver for the sole and exclusive purpose of assisting the Company in reaching its commercialization goals and do so without making any admissions concerning the scope of my rights under Section 3(c)(ii) of the Employment Agreement or the propriety of any consideration I previously have received thereunder.
/s/ Thomas K. Equels
Thomas K Equels
Waiver Acknowledged:
HEMISPHERX BIOPHARMA, INC.
By:
/s/Willaim A. Carter
William A Carter, CEO
cc: Peter Rodino, William Mitchell, Iraj E. Kiani
Corporate Headquarters
One Penn Center, 1617 JFK Blvd, Suite 500, Philadelphia, PA 19103 t: 215-988-0080 f: 215-988-1739
Manufacturing
783 Jersey Ave, New Brunswick, NJ 08901 www.hemispherx.net t: 732-249-3250 f: 732-249-6895
Shipping: 5 Jules Lane, New Brunswick, NJ 08901
