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 3, 2006 (March 31, 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
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(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 4 - Matters Related to Accountants and Financial Statements
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
During the preparation of the Company's annual report on Form 10-K for the
fiscal year ended December 31, 2005, after discussions with the audit committee
and BDO Seidman, LLP, the Company's Independent Registered Public Accounting
Firm, and after doing additional analysis on guidelines set forth in EITF 00-27:
Application of Issue No. 98-5 to Certain Convertible Instruments, it was
determined that an incorrect accounting principle was applied to certain
Debentures and Warrants issued between March 2003 and August 2005, which
impacted the Company's financial statements between March 2003 and September
2005, specifically, the initial recording of the embedded conversion feature of
the Debentures and the related fair value of related warrants as well as certain
Debenture and Warrant price resets.
All of the above issues relate to accounting for convertible debt, additional
paid-in capital and related non-cash financing charges. These non-cash charges
do not affect the Company's revenues, cash flows from past or future operations,
or its liquidity.
After discussions with the audit committee and BDO Seidman, LLP, the Company's
Independent Registered Public Accounting Firm, the Audit Committee agreed with
management's recommendations and concluded that the previously issued financial
statements included in the 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 Company has filed its Form 10-K for the year ended December 31, 2005 (the
"Report") without audited financial statements. The anticipated restatements of
the Company's financial statements for the years ended December 31, 2003 and
2004 are contained therein. As audited financial statements are not contained in
the Report, the Report does not satisfy all requirements under the Securities
Exchange Act and, therefore, is deficient. Based on representations from BDO
Seidman, LLP, the Company anticipates that it will file an amendment to the
Report containing audited financial statements within the next 30 days and file
it's Forms 10-Q for the quarters ended March 31, 2005 and 2004, June 30, 2005
and 2004 and September 30, 2005 and 2004 as soon as practicable thereafter.
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 3, 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.
March 31, 2006 By:/s/ William A. Carter M.D.
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William A. Carter M.D., President