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HEMISPHERX BIOPHARMA INC
Form: S-3/A Filing Date: 9/7/99
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TYPE: S-3/A
SEQUENCE: 1
DESCRIPTION: FORM S-3/A
As filed with the Securities and Exchange Commission on September 7, 1999
Registration No. 333-81339
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HEMISPHERX BIOPHARMA, INC.
(Name of Issuer in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
52-0845822
(I.R.S. Employee Identification No.)
--------------------
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
(215) 988-0080
(Address and telephone number of principal executive offices and
principal place of business)
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William A. Carter, M.D., Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
(215) 988-0080
(Name, address and telephone number of agent for service)
Copies of all communications to:
Michael H. Freedman, Esq.
Silverman, Collura, Chernis & Balzano, P.C.
381 Park Avenue South, Suite 1601
New York, New York 10016
(212) 779-8600
Approximate date of proposed sale to the public: From time to time or
at one time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended ("Securities Act"), other than securities
offered only in connection with dividend or reinvestment plans, check the
following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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ii
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered(1) Registered(2) Per Share(3) Offering Price Registration Fee
========================================================================================================
========================================================================================================
Common Stock(4) 265,854 $7.00 $ 1,860,978 $ 517.35
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Common Stock(5) 2,132,111 $7.00 $14,924,777 $4,149.09
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Warrants(6) 2,125,000 $7.00 $14,875,000 $4,135.25
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TOTAL 4,522,965 $7.00 $31,660,755 $8,801.69(7)
========================================================================================================
(1) This Registration Statement covers offers, sales and other distributions
of the securities listed in this table from time to time at prices to be
determined, as well as common stock issuable upon the exercise of warrants
so offered or sold.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, there are
also being registered an indeterminate number of additional shares of
common stock as may become issuable upon exercise of warrants to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(3) Common stock price per share calculated in accordance with Rule 457(c) of
the Securities Act using the last sale price for the common stock on June
14, 1999.
(4) Common stock owned by Hemispherx and held in treasury.
(5) Represents 2,125,000 shares of Common stock issuable upon exercise of the
warrants held by the selling stockholders, and 7,111 shares of Common
Stock held by a selling stockholder.
(6) Warrants held by selling stockholders.
(7) Hemispherx has previously paid $7,707.07 in registration fees.
The Registrant hereby amends this registration statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on a date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
iii
DATED September 7, 1999 SUBJECT TO COMPLETION
HEMISPHERX BIOPHARMA, INC.
2,125,000 warrants and the common stock issuable
upon exercise of the warrants
272,965 shares of common stock
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The selling stockholders may sell, from time to time, in one or more
offerings:
o 2,125,000 warrants to purchase shares of our common stock;
o 2,125,000 shares of common stock underlying the warrants; and
o 7,111 share of common stock owned by a selling stockholder
We may sell, from time to time, in one or more offerings:
o 265,854 shares of common stock owned by us.
We are also registering 2,125,000 shares of common stock issuable upon
exercise of the warrants held by selling stockholders.
We will receive proceeds from the sale of the 265,854 shares of common
stock we own, but we will not receive proceeds from the sale of selling
stockholders' securities.
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Please see the risk factors beginning on page 7 to read about certain
factors you should consider before buying shares of common stock.
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