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
22, 2017 (August 29, 2017)
HEMISPHERX
BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0
- 27072
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52-0845822
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(state
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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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
1617
JFK Boulevard, Suite 500, Philadelphia, PA 19103
(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.
[ ]
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
Company’s Board of Directors (the “Board”) has reviewed the financial condition of the Company and the anticipated
needs of the Company to pursue its goals and determined that the Company will needs to find additional funding sources and reduce
on-going expenses to cover its expenses and pursue such goals. On August 22, 2017, at the recommendation of the Compensation Committee
of the Board, the Board authorized the Executive Compensation Deferral Plan, the Employee Pay Reduction Plan and the Directors’
Compensation Deferral Plan. Employees, executives and directors have agreed to the Plans. Management anticipates that these plans
should reduce on-going expenses and assist the Company in achieving its goals.
Pursuant
to the Executive Compensation Deferral Plan, the following executives have agreed to a 40% deferral of pay commencing for the
first pay period in September 2017 and continuing until discontinued by the Board: Thomas Equels, Peter Rodino, Adam Pascale,
Wayne Springate, David Strayer and Carol Smith. The deferred pay will be paid to these executive when determined by the Board.
The Board has agreed to issue to these executives in the future common stock purchase options with an exercise price of $0.37
per shares, the closing price of the Common Stock on the NYSE American on August 25, 2017, for their agreement to defer compensation,
the timing and other terms of which will be in the Board’s discretion.
Pursuant
to the Employee Pay Reduction Plan, employees have agreed to receive their salaries 50% in cash and 50% in the form of common
stock registered on S-8 during each semi-monthly payroll period commencing with the first pay period of September 2017 and continuing
until discontinued by the Board.
Pursuant
to the Directors’ Compensation Deferral Plan, the Directors have agreed to a 100% deferral of their Directors’ fees
commencing for the first pay period in September 2017 and continuing until discontinued by the Board. The deferred fees will be
paid to the Directors when determined by the Board. The Board has agreed to issue to the Directors in the future common stock
purchase options with an exercise price of $0.37 per shares, the closing price of the Common Stock on the NYSE American on August
25, 2017, for their agreement to defer compensation, the timing and other terms of which will be in the Board’s discretion.
The
foregoing summaries of the terms of the Employee Pay Reduction Plan, the Executive Compensation Deferral Plan and the Directors
Compensation Deferral Plan are subject to, and qualified in their entirety by, such documents filed herewith as Exhibits 10.1,
10.2 and 10.3, respectively, and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Form
of Employee Pay Reduction Plan
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10.2
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Form
of Executive Compensation Deferral Plan
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10.3
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Form
of Directors’ Compensation Deferral Plan
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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.
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HEMISPHERX
BIOPHARMA, INC.
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August
28, 2017
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By:
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/s/
Thomas K. Equels
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Thomas
K. Equels, CEO
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Exhibit
10.1
August
__, 2017
THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Hemispherx
Biopharma, Inc. Employee
2017
Temporary Stock for Pay Plan
In
order to alleviate a temporary shortage of cash, Hemispherx Biopharma, Inc. (the “Company”), with the approval of
the Board of Directors of the Company (the “Board”) based on the recommendation of the Compensation Committee of the
Board, has adopted the Hemispherx Biopharma, Inc. 2017 Employee Stock for Pay Plan (the “Plan”).
Participation
in the Plan by all employees will be mandatory. To initiate the Plan each employee will be given a $3,000 bonus to be paid in
the form of Company common stock (“Common Stock”), calculated as set forth below and delivered to him or her pursuant
to the Deposit/Withdrawal at Custodian (“DWAC”) of the Depository Trust Company.
Subsequently,
each employee’s salary will be paid 50% in cash and 50% in the form of unrestricted Common Stock. This will take place on
each semi-monthly payroll date occurring during the Plan period and to begin during the first pay period of September 2017. Payment
pursuant to the Plan will continue until such time as the Board determines and the Board shall notify all employees when the Plan
terminates. The number of shares of Common Stock to be issued to each employee shall be determined by dividing the amount of salary
for a given pay period by the closing price of the Common Stock on the NYSE American seven days prior to the end of the pay period.
The
employees have been encouraged to sell the Common Stock within a two to three-day period after such stock has been issued to them.
It has been requested and agreed upon that each employee participating in the Plan will open up an online trading account into
which his or her shares can be deposited by DWAC and that at the end of each quarter each employee will have his or her account
reviewed by the Company and that if the shares were sold within the above timeframe, any shortfall in the employee’s salary
will be made up at that time (the “Distribution”). Any overage will not be of consequence.
Senior
management of the Company: specifically, Tom Equels, Peter Rodino, David Strayer, Adam Pascale, Carol Smith and Wayne Springate
have agreed to a 40% deferred compensation plan and all Directors have agreed to a 100% deferred compensation plan, both to commence
simultaneously with this Temporary cash preservation plan.
Plan
Administration
.
The
Company will have Shares of Common Stock delivered under the Plan to each employee via DWAC for each pay period. In order to be
eligible for the Distribution, each employee must have opened a proper online trading account and sold such shares within three
days after such employee received such shares.
Delivery
of shares of Stock under the Plan will constitute taxable income to a Participant at the time the shares of Stock are delivered
and will be subject to payroll taxes.
Withholding
Taxes
.
Taxes
shall be withheld from each employee’s semi-monthly payroll. All tax withholdings will be taken from the cash portion of
the employees payroll that consists of 50% cash and 50% unrestricted common stock.
Disclosure/Registration
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The
shares of Common Stock under the Plan will be issued to employees pursuant to the Company’s Amended and Restated 2009 Equity
Incentive Plan (the “EIP”) and have been registered under the Securities Act of 1933, as amended (the ‘33 Act”),
on Form S-8 and may be publicly sold. The following documents have been delivered to the employee herewith:
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●
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The
Amended and Restated 2009 Equity Incentive Plan.
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●
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The
Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
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This
agreement incorporates by reference the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (attached
hereto) and all documents subsequently filed by it with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 33 Act.
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Print
Name
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Date
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Signature
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Exhibit
10.2
Memo
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Date:
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August
25, 2017
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To:
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From:
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Ann
Marie Coverly
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Re:
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40%
Pay Deferral
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This
memo is to acknowledge your understanding of and agreement to terms conveyed to you in recent conversations regarding the deferral
of 40% of your pay commencing for the first pay period in September 2017 and continuing until discontinued by the Board of Directors.
In
order to conserve cash upper management has agreed to a pay deferral of 40%. You hereby authorize the Company to withhold 40%
of your salary on a per pay period basis. The deferred compensation will be paid to these Executives, minus appropriate withholdings
at such time as the Board Determines.
As
an incentive for deferring compensation, you will be awarded common stock purchase options with an exercise price of $0.37 per
shares, the closing price of the Common Stock on the NYSE American on August 25, 2017, the number and other terms of which will
be determined at a later date by and in the discretion of the Board.
I
hereby acknowledge my understanding of and agree to the above:
Exhibit
10.3
Memo
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Date:
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August
25, 2017
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To:
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From:
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Ann
Marie Coverly
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Re:
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100%
Director’s fee Deferral
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This
memo is to acknowledge your understanding of and agreement to terms conveyed to you in recent conversations regarding the deferral
of 100% of your director’s fees commencing for the first pay period in September 2017 and continuing until discontinued
by the Board of Directors.
In
order to conserve cash all Directors have agreed to a director’s fee deferral of 100%. You hereby authorize the Company
to withhold 100% of your director’s fees on a per pay period basis. The deferred compensation will be paid to you at such
time as the Board Determines. The Board has agreed to issue to you options with an exercise price of $0.37 per shares, the closing
price of the Common Stock on the NYSE American on August 25, 2017, for agreeing to defer your fees, with the number and other
terms of such options to be determined at a later date.
I
hereby acknowledge my understanding of and agree to the above: