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)
June 11,
2010
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 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, Philadelphia, Pennsylvania
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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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(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):
¨
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 1 – Registrant’s
Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
See Item
5.02 below.
Section 5 – Corporate
Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
9, 2010, we entered into a new employment agreement and an amended and restated
engagement Agreement with Dr. William A. Carter, our Chief Executive Officer and
Chairman of the Board, and an employment agreement with Thomas K. Equels, our
General Counsel, Secretary and newly appointed Executive Vice Chairman of the
Board.
Agreements with Dr. William
A. Carter
Dr
Carter’s new employment agreement (Exhibit 10.3 attached hereto)
and his amended and restated engagement agreement (Exhibit 10.4 attached hereto)
are similar in form to his existing employment agreement (Exhibit 10.1), which expires at year end
and his existing engagement agreement (Exhibit 10.2).
Dr.
Carter is employed as our Chief Executive Officer and Chairman of the Board. The
renewed Employment Agreement expires December 31, 2015, unless sooner terminated
for cause, death or disability or upon 30 days prior written notice by Dr.
Carter. His base annual salary is $500,000. Consistent with our initiatives to
develop domestic and international markets for Alferon N Injection® and ongoing
efforts to commercialize Ampligen®, Dr. Carter also is entitled to incentive
bonuses of 2.5% related to product sales, joint ventures or corporate partnering
arrangements, and 5% of any sale of our company or substantially all of our
assets not in the ordinary course of our business. These incentive bonuses, if
earned, are not to exceed in the aggregate an annual maximum of $5,000,000.
Further, pursuant to his Employment Agreement, we are issuing to Dr. Carter
non-qualified stock options to purchase 500,000 shares annually for the term of
the agreement.
Pursuant
to Dr. Carter’s Amended And Restated Engagement Agreement, we have engaged Dr.
Carter as a consultant relating to patent development. The Amended And Restated
Engagement Agreement expires on December 31, 2015 unless sooner terminated for
cause, death or disability or upon 30 days prior written notice by Dr. Carter.
Dr. Carter’s base annual fee is $300,000.
Agreement with Thomas K.
Equels
Pursuant
to his Employment Agreement (Exhibit 10.5 attached hereto), which is
generally patterned after Dr. Carter’s Employment Agreement, Mr. Equels is
employed as our General Counsel, Secretary and Executive Vice Chairman. In
addition to his duties as General Counsel, Secretary and Executive Vice Chairman
of the Board, Mr. Equels now will be responsible for overseeing
activities related to the sales of our products with the goal of generating
substantial revenues through domestic and worldwide markets. The agreement
expires December 31, 2015 unless sooner terminated for cause, death or
disability, or upon 30 days prior written notice by Mr. Equels. His base annual
salary is $400,000. Consistent with our initiatives to develop domestic and
international markets for Alferon N Injection® and ongoing efforts to
commercialize Ampligen®, Mr. Equels also is entitled to an incentive bonus of 5%
of the gross proceeds received from any product sales, joint venture or
corporate partnering arrangements, or any sale of our company or substantially
all of our assets not in the ordinary course of our business up to an annual
aggregate maximum of $5,000,000. Further, pursuant to his employment agreement,
we are issuing to Mr. Equels non-qualified stock options to purchase 300,000
shares annually for the term of the agreement.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits:
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10.1
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William
A. Carter Amended And Employment Agreement (dated March 11,
2005).
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10.2
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William
A. Carter Amended And Restated Engagement Agreement (dated March 11,
2005).
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10.3
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William
A. Carter Employment Agreement (dated June 11, 2010).
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10.4
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William
A. Carter Amended and Restated Engagement Agreement (dated June 11,
2010).
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10.5
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Thomas
K. Equels Employment Agreement (dated June 11,
2010).
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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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June
11, 2010
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By:
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/s/ William A. Carter
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William
A. Carter M.D.,
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Chief
Executive Officer
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