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)

May 29, 2019

 

HEMISPHERX BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001 - 27072   52-0845822
(state or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

2117 SW Highway 484, Ocala FL   34473
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (407) 839-0095

 

 

(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.  [  ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.001 per share   HEB   NYSE American

 

 

 

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Company held a Special Meeting of Stockholders on May 29, 2019. The requisite quorum for the meeting of 40.0% was present. At the meeting, stockholders voted as follows:

 

Approval of Board Authorization to amend Hemispherx’s Certificate of Incorporation to effect, at its sole discretion, a reverse stock split of outstanding shares of Hemispherx’s Common Stock by a ratio in the range of 1-for-20 to 1-for-50 (the “Reverse Stock Split”), with the Board having the discretion as to whether or not the Reverse Stock Split is to be effected, and with the exact ratio to be set within the above range, as determined by the Board in its discretion:

 

For: 37,584,479   Against: 5,396,070   Abstain: 634,293   Broker non-votes: 0

 

The proposal passed by approximately 55% of all issued and outstanding shares and approximately 86% of the shares actually voted were voted in favor of the reverse split.

 

Item 8.01. Other Events.

 

Following the May 29, 2019 Special Meeting of the Company’s Stockholders, the Company’s Board of Directors met and determined to amendment to the Company’s Certificate of Incorporation to effect the reverse stock split at a ratio of 1-for-44. The effective date upon which the reverse stock split will take effect is June 10, 2019.

 

For more information on the Reverse Split please see the press release furnished herewith as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated May 31, 2019.

 

 
 

 

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.
   
May 31, 2019 By: /s/ Thomas K. Equels
    Thomas K. Equels, CEO

 

 
 

 

Exhibit 99.1

 

Hemispherx Biopharma Stockholders Approve Reverse Stock Split

 

OCALA, Fla. (May 31, 2019) – Hemispherx Biopharma, Inc. (NYSE American: HEB), an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers and immune-deficiency diseases, today announced that its stockholders voted in favor to grant the Board of Directors the authority to effect a reverse stock split of the company’s issued and outstanding shares of Common Stock. The proposal passed by approximately 55% of all issued and outstanding shares and approximately 86% of the shares actually voted were voted in favor of the reverse split.

 

Following the stockholder vote, the Board met and approved a 1-for-44 reverse stock split to achieve a value of approximately $5 per share. The Company anticipates that the reverse stock split will be effective on June 10, 2019, and the Company’s common stock will begin trading on a split-adjusted basis on June 11, 2019.

 

“The favorable vote by stockholders and subsequent reverse split serve two important purposes,” said CEO Thomas K. Equels. “First, we ensure that Hemispherx can continue to meet the stock price listing standards of the NYSE American. Second, strengthening our stock price this way is potentially a strong driver for stockholder value, as most major investors on Wall Street have prohibitions on investing in stocks under $1, and in some cases even under $5. If we achieve success in any one of our immuno-oncology clinical trials (See: 1 , 2 , 3 , 4 , 5 ) using our drug Ampligen, we want a stock price high enough to allow all major players in the market, such as well-established funds, family offices, banks and index funds to buy on the open market and create favorable buying pressure on the stock. This strategy aligns with our goal to seek out big pharma partners who share our excitement and enthusiasm for the potential of Ampligen in immuno-oncology. We believe that successes in these ongoing immuno-oncology trials have the potential to create an optimal environment for these goals which are designed to create the opportunity for increased stockholder value.”

 

The reverse stock split will reduce the number of shares of the Company’s common stock currently outstanding from approximately 96,827,062 shares to approximately 2,200,616 shares. All resulting fractional shares will be rounded up to the next whole share. Proportionate adjustments will be made to (i) the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options granted by the Company and warrants issued by the Company and (ii) the number of shares of common stock issuable under the Company’s 2018 Equity Incentive Plan. The number of authorized shares of the Company’s common stock will remain unchanged.

 

The Company’s common stock will continue to trade on the NYSE American under the symbol “HEB”. A new CUSIP number of 42366C509 has been assigned to the common stock in connection with the reverse stock split.

 

Information for Stockholders

 

Upon the effectiveness of the reverse stock split, each forty-four (44) shares of the Company’s common stock, $0.001 par value per share, issued and outstanding will be automatically combined and converted into one share of common stock, par value $0.001 per share. No fractional shares will be issued in connection with the reverse stock split. Any fractional share of common stock that would otherwise have resulted from the reverse stock split will be rounded up to the nearest whole share.

 

The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, will act as exchange agent for the reverse stock split, and will provide stockholders of record holding certificates representing pre-split shares of the Company’s common stock as of the effective date with a letter of transmittal providing instructions for the exchange of stock certificates for post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the broker’s or nominee’s particular procedures for processing the reverse stock split, and will not be required to take any action in connection with the reverse stock split. American Stock Transfer & Trust Company can be contacted at (800) 937-5449.

 

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2019, a copy of which is available at www.sec.gov and at www.hemispherx.net under the SEC Filings tab located on the Investor Relations page.

 

     
 

 

About Hemispherx Biopharma

 

Hemispherx Biopharma, Inc. is an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers. Hemispherx’s flagship products include the Argentina-approved drug rintatolimod (trade names Ampligen ® or Rintamod ® ) and the FDA-approved drug Alferon N Injection ® . Based on results of published, peer-reviewed pre-clinical studies and clinical trials, Hemispherx believes that Ampligen ® may have broad-spectrum anti-viral and anti-cancer properties. Clinical trials of Ampligen ® already conducted include studies of the potential treatment of cancer patients with renal cell carcinoma and malignant melanoma. These and other potential uses will require additional clinical trials to generate the safety and effectiveness data necessary to support regulatory approval and additional funding. Rintatolimod is a double-stranded RNA being developed for globally important debilitating diseases and disorders of the immune system.

 

Cautionary Statement

 

Some of the statements included in this press release may be forward-looking statements that involve a number of risks and uncertainties. For example, no assurance can be given as to whether the current or planned trials will be successful or yield favorable data and the trials are subject to many factors including lack of regulatory approval(s), lack of study drug, or a change in priorities at the institutions sponsoring other trials. In addition, initiation of planned clinical trials may not occur secondary to many factors including lack of regulatory approval(s) or lack of study drug. Even if these clinical trials are initiated, we cannot assure that the clinical studies will be successful or yield any useful data. Among other things, for forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements set forth in this press release speak only as of the date of this press release. We do not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. This press release and prior releases are available at www.hemispherx.net . The information found on our website is not incorporated by reference into this press release and is included for reference purposes only.

 

Contacts:

 

Hemispherx Biopharma, Inc.

Phone: 800-778-4042

Email: IR@hemispherx.net

 

Or

 

LHA Investor Relations

Miriam Weber Miller

Senior Vice President

Phone: +1-212-838-3777

Email: mmiller@lhai.com