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To: Sir Auric Goldfinger who wrote (133)9/11/1999 1:13:00 PM
From: StockDung  Read Replies (1) | Respond to of 538
 
Harris Freedman , Vice President for Strategic Alliances. And now a few blurbs from from HEMISPHERX BIOPHARMA INC and http:www.tenkwizard.com Word Search Results For: Harris Freedman

Word Search Results For: Harris Freedman
Click the Red high-lighted links below to go to that section of the filing (or click HERE to go directly into filing.)

HEMISPHERX BIOPHARMA INC filed this S-1 on 07/26/1996.

oth the Company and BioAegean and received 50,000 BioAegean Options. Robert Peterson serves as Chief Financial Officer of both the Company and BioAegean and received 50,000 BioAegean Options. Sharon Will, Vice President of Investor Relations and Corporate Communications for the Company, serves as Vice President of Marketing for BioAegean and received 150,000 BioAegean Options. Harris Freedman serves as Vice President for Strategic Alliances for both the Company and BioAegean and received 150,000 BioAegean Options. Richard Piani, a director of the Company, serves as a director and the Advisor for European Affairs of BioAegean and received 50,000 BioAegean Options. Gerald Kay serves as a director for both the Company and BioAegean and received 50,000 BioAegean O
and Process Development Josephine M. Dolhancryk 33 Treasurer, Assistant Secretary Cedric C. Philipp 74 Director, Associate Secretary, Special Advisor to the Board/International Richard C. Piani 69 Director Peter W. Rodino III 43 Director, Secretary Harris Freedman 61 Vice President, Corporate Communications Sharon D. Will 36 Vice President, Investor Relations E. Gerald Kay 58 Director William A. Carter, M.D., the co-inventor of Ampligen, joined the Company in 1978, and has served as (a) the Company's Chief Scientific Officer since May 1989, (b
irectors of the Foundation Health Plan of New Jersey, an IPA/HMO providing health care services, from 1983 to 1988 and as a Director of Columbus Hospital from 1986 to 1990. Mr. Rodino earned a B.S. in Business Administration from Georgetown University in 1973 and a J.D. from Seton Hall University School of Law in 1976. 68 Harris Freedman has served as Vice President for Strategic Alliances since August 1994 and has been a private venture capitalist and business consultant for more than the past five years. He is the Secretary of Bridge Ventures, Inc. ("Bridge Ventures") and SMACS Holding Corp., both of which are private venture capital companies, positions he has held for more than five years. His business experi
-- -- -- Medical Director 1994 -- -- -- -- -- 1993 -- -- -- -- Harris Freedman 1995 112,500 -- -- 150,000 (10) -- Vice President 1994 -- -- -- 400,000 (12) -- 1993 -- -- -- -- --
se common stock at $3.50 per share granted in November 1994. (12) Rule 701 Warrants to purchase common stock at $3.50 per share granted in August 1994. (13) As of December 31, 1995, Sharon Will had 100,000 shares of 144 restricted stock valued at $228,125 using the average closing bid and asked price on December 31, 1995 of $2.28. As of December 31, 1995, Harris Freedman had 150,000 shares of Rule 144 restricted stock valued at $342,000 using the average closing bid and asked price on December 31, 1995 of $2.28. 72 Year End Option Table. The following table sets forth certain information regarding the stock options held as of December 31, 1995 by the individuals named in the abo
William A. Carter -- -- 1,091,355(1) 1,233,333(2) 292,188 -- Robert E. Peterson -- -- 6,912(3) 56,912(4) --- -- Sharon Will -- -- 341,667(5) 283,333(6) 146,094 -- Harris Freedman -- -- 975,494(7) 416,667(8) 292,188 -- - ---------- (1) Includes (i) 466,667 currently exercisable Rule 701 Warrants to purchase Common Stock at $3.50 per share; (ii) 73,728 stock options to purchase Common Stock at $3.50 per share; (iii) 960 warrants to purchase Common Stock at $3.5
on Name (#) Fiscal Year $/Share Date - ---- --- ----------- ------- ---- William A. Carter 300,000(2) 46% $1.00 5/4/05 Robert E. Peterson 50,000(2) 8% $1.00 5/4/05 Sharon Will 150,000(2) 23% $1.00 5/4/05 Harris Freedman 150,000(2) 23% $1.00 5/4/05 (1) Amounts represent hypothetical gains that could be achieved for the respective options if not exercised until the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% (as required under the rules and regulations of the Securities and Exchange
--------------------- ---------------- William A. Carter 300,000 5/4/05 Chairman of the Board Chief Executive Officer Robert E. Peterson 50,000 5/4/05 Chief Financial Officer Sharon Will 150,000 5/4/05 Vice President Harris Freedman 150,000 5/4/05 (1) BioAegean Options to purchase common stock of BioAegean Corp., a subsidiary of the Company at $1.00 per share which were granted in May 1995. Employment Agreements The Company entered into an employment agreement with Sharon Will providing for her employment as Vice President for Corporate Communications and
e event that Ms. Will's employment is terminated for any reason other than breach of contract, she shall be entitled to receive accrued and unpaid compensation plus an additional three months' compensation. In July 1995, the term of Ms. Will's employment agreement was extended from one year to three years. The Company entered into an employment agreement with Harris Freedman providing for Mr. Freedman's employment as Vice President for Strategic Alliances on August 1, 1994. The agreement provides for Mr. Freedman to be employed for a one year term for a base salary of $120,000 and provides for termination of the agreement upon certain circumstances including termination by the Company or Mr. Freedman on 14 days written notice or the s
outstanding shares of the Company: Shares Officers, Directors and Beneficially Percent of Shares Principal Stockholders Owned Beneficially Owned (1) - ---------------------- ------------ ---------------------- William A. Carter 4,156,671(2) 21.1% Harris Freedman 1,025,494(3) 6.2% E. Gerald Kay 656,667(4) 4.0% Sharon D. Will 556,667(5) 3.4% Cedric C. Philipp 27,667(6) * Peter W. Rodino III 25,099(7) * Robert E. Peterson 10,368(8)
exercise price $3.50 per share. R. Douglas Hulse, Chief Operating Officer of the Company, is an Executive Director of the Sage Group. In March 1996, William A. Carter assigned and transferred 50,000 Warrants to purchase Common Stock, at $1.75 per share, to three outside parties that had loaned the Company money in 1995. These loans were repaid in 1995. In March 1996, Harris Freedman assigned and transferred 160,000 Warrants to purchase Common Stock at $1.75 per share to Sharon Will, an officer of the Company and two other shareholders. In March 1996, the Compensation Committee of the Board of Directors approved a grant of 250,000 warrants to purchase common stock at an exercise price of $3.50 per share to Michael C. Burrows. This grant
50,000 shares of the Company's Common Stock at an exercise price of $1.75 per share for each $100,000 of standby financing obligation assumed by the party, resulting in warrants to purchase an aggregate of 2,750,000 shares of Common Stock. In September 1995, the parties agreed to extend their obligations under the 1995 Standby Financing Agreement through December 31, 1996. Harris Freedman , a Vice President of the Company, and his wife are officers of Bridge Ventures. Gerald Brauser is President of Associated Funding Services, Inc. In June 1995, the Board of Directors of BioAegean Corp, a subsidiary of the Company, issued an aggregate of 1,200,000 BioAegean Options at an exercise price of $1.00 per share to its officers and directors, including certain officers and
Officer of the Company and BioAegean and received 50,000 BioAegean Options. Robert Peterson serves as Chief Financial Officer of both the Company and BioAegean and received 50,000 BioAegean Options. Sharon Will, Vice President of Investor Relations and Corporate Communications for the Company, serves as Vice President of Marketing for BioAegean and received 150,000 BioAegean Options. Harris Freedman serves as Vice President for Strategic Alliances for both the Company and BioAegean and received 150,000 BioAegean Options. Richard C. Piani, a director of the Company, serves as a director and the Advisor for European Affairs of BioAegean and 86 received 50,000 BioAegean Options. E. Gerald Kay serves as a director for both t
Brauser Note, Bridge Ventures agreed to permit the Company to collateralize these notes with the Company's patent estate, which collateral had previously been granted to Bridge Ventures. Bridge Ventures further guaranteed the Original Brauser Note with certain publicly traded common stock, which guarantee was released by Mr. Brauser in connection with the restructuring. Harris Freedman , a Vice President of the Company, and his wife are both officers of Bridge Ventures. In March and April 1995, in connection with the Bridge Financing, the Company issued Bridge Notes to certain lenders in the aggregate principal amount of $1,500,000, including a Bridge Note in the amount of $250,000 to Stephen Drescher and a Bridge Note in the amount of $150,000 to
idge Units to certain other investors. Mr. Drescher is a former director of the Company and presently serves as the Director of Corporate Finance at Monroe Parker, one of the Underwriters. Jerome Belson is a principal shareholder and director of BioAegean, a subsidiary of the Company. In March 1995, the Company received interest-free loans from William A. Carter and Harris Freedman in the amounts of $35,000 and $12,000, respectively. In March 1995, the Company repaid the loan from Dr. Carter. In April 1995, the Company repaid the loan from Mr. Freedman. In December 1992 and February 1993, the Company issued to the Tisch/Tsai Entities, in a private placement, promissory notes in the aggregate principal amount of $2,400,000 due on April 30, 1994, and
uce the exercise price of Mr. Cherry's warrants to $1.75 per share. Because Mr. Cherry has not advised the 88 Company of his election, the Company has reduced the exercise price of his warrants to $1.75 per share. As of July, 1995, the Company has repaid the entire principal amount of the Note, including accrued interest. Harris Freedman , a Vice President of the Company, and his wife are officers of Bridge Ventures. In October and November 1994, the Company granted Rule 701 Warrants to purchase 20,000 shares of Common Stock at $3.50 per share to E. Gerald Kay, Cedric C. Philipp and Peter Rodino III, directors of the Company and Maryann Charlap Azzato, a former director of the Company. In addition,
no III, directors of the Company and Maryann Charlap Azzato, a former director of the Company. In addition, the Company granted the following Rule 701 Warrants to purchase shares of Common Stock at $3.50 per share: 1,400,000 warrants to William A. Carter; 200,000 warrants to Sharon Will, Vice President of Investor Relations and Corporate Communications; and 400,000 warrants to Harris Freedman , Vice President for Strategic Alliances. From July 1994 to November 1994, the Company completed a private placement in which it sold 2,050,000 shares of Common Stock to certain accredited investors for an aggregate consideration of $1,025,000 (the "1994 Common Stock Financing"). In connection with the private placement, Bridge Ventures introduced a number of inve
nces. From July 1994 to November 1994, the Company completed a private placement in which it sold 2,050,000 shares of Common Stock to certain accredited investors for an aggregate consideration of $1,025,000 (the "1994 Common Stock Financing"). In connection with the private placement, Bridge Ventures introduced a number of investors and lenders to the Company. Harris Freedman , Vice President of the Company, and his wife are officers of Bridge Ventures. In conjunction with the 1994 Common Stock Financing, the Company agreed to collateralize certain of its patents until the earlier of the effectiveness of the initial public offering or the consummation of corporate alliances or licensing arrangement which provide sufficient operating capital a
ned certain other patents to BioPro (the "BioPro License"), Core BioTech (the "CoreBiotech License") and BioAegean (the "BioAegean License"). Bridge Ventures, which has rights in the Company's patents pursuant to the collateralization of such patents in connection with the 1994 Common Stock Financing, agreed to release its rights in the licensed or assigned patents. Harris Freedman , the Vice President for Strategic Alliances for the Company and BioAegean, and his wife are officers of Bridge Ventures. In May 1994, the Company entered into an agreement to borrow $100,000 from Bridge Ventures for 60 days in exchange for warrants to purchase 92,160 shares of Common Stock at $3.50 per share. In August 1994, the $100,000 loan was converted to 200,000 s
90 transferred 150,000 of its shares of Common Stock to Gerald Kay, a director of the Company. In addition, Bridge Ventures received a $50,000 consulting fee for general business and financial consulting services rendered from January 1994 to July 1994, which it converted into 100,000 shares of Common Stock as part of the 1994 Common Stock Financing. Harris Freedman , the Company's Vice President, and his wife are officers of Bridge Ventures. Pursuant to the agreement with Bridge Ventures, Messrs. Kay, Philipp and Rodino were elected to the Board of Directors. In November 1994, each of Bridge Ventures and Gerald Kay sold 50,000 shares of Common Stock at a price of $.50 per share to Worldwide Marketing. Sharon Will, an officer of the Comp
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To: Sir Auric Goldfinger who wrote (133)9/11/1999 1:22:00 PM
From: StockDung  Respond to of 538
 
sound Familiar?

asensio.com
September 30, 1998

Hemispherx attempts to prevent stock sale.

Hemispherx Biopharma, Inc. (AMEX: HEB and HEBWS) was sued by one of its private investors for its actions in preventing the conversion of 1,500 shares of Series E Convertible Preferred Stock ("Convertible Preferred") into 750,000 shares of its common stock and subsequent sale of those shares. We believe that the complaint and its exhibits, including a letter dated June 16, 1998 from Hemispherx's Dr. Carter to Mr. Richard Sinese at Kennedy Capital Management, Inc. ("Kennedy"), provide revealing details of Hemispherx's fraudulent stock promotion.

At the same time that Hemispherx was preventing the conversion and subsequent sale of these shares, Hemispherx was allowing others to exercise their warrants and sell stock. As a result, we believe that Hemispherx's attempt to prevent the conversion while others were allowed to sell, shows clear and convincing evidence of its attempt to control supply. This control also includes Hemispherx's request that its shareholders not lend their shares to short sellers and its Belgium stock promotion where investors buy shares through commercial banks that do not lend their shares to short sellers. This activity does not create any shareholder value but provides Hemispherx's warrant holders with a temporary selling opportunity.

The complaint states that on June 16, 1998, Hemispherx informed Kennedy of its intent to redeem the Convertible Preferred shares. Hemispherx's right to redeem the Convertible Preferred occurs no earlier than 5 days after giving written notice to the holders. On June 18, 1998, Kennedy surrendered 1500 shares of Convertible Preferred to Hemispherx and issued instructions to exchange these shares into 750,000 shares of Hemispherx common stock. Hemispherx received the certificate and instructions on June 19, 1998, two days before Hemispherx could exercise its right to redeem the shares. Hemispherx has not allowed the conversion. On July 15, 1998 Hemispherx sent a check to Kennedy as payment for the redemption. This check was returned to Hemispherx unendorsed and uncashed. We found no basis to support Hemispherx's action. The only apparent reason for Hemispherx's failure to comply with its written agreements is to prevent a stock sale for the benefit of selling warrant holders.

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To: Sir Auric Goldfinger who wrote (133)9/11/1999 1:30:00 PM
From: StockDung  Read Replies (2) | Respond to of 538
 
Amplidyne vs Ampligen , now I know where they got the name from. "Ampli" must be Latin for Scamolla

AMPLIGEN: Ampligen is a 25 year old off-patent, extensively researched infusion drug that has never been found to be effective in the treatment of any disease.

May 13, 1999

Compilation of Hemispherx's false and fraudulent investor representations.

The following is a not-all-inclusive list in outline form of certain material fraudulent and false statements that are included in Hemispherx Biopharma, Inc.'s (AMEX symbol: HEB) public filings and promotional investor solicitation documents. This list also includes specific negative information that Hemispherx has either failed to disclose or fraudulently denied.

This document is grouped into 4 sections titled: Company Background; Ampligen's Obsolete Science and Flawed Trials; Chronic Fatigue Syndrome Promotion; and the Financial Fraud. Each section begins with a descriptive paragraph and is followed with numbered points and sub-points. The four sections include a total of 20 numbered points and 107 sub-points.

I. COMPANY BACKGROUND

In documents distributes to investors, Hemispherx claims that it "is an industry leader in the biopharmaceutical sector" and that it "is uniquely positioned for long-term success in international pharmaceutical and consumer health-care markets." Hemispherx claims it has "produced an exciting new portfolio" of drugs. Hemispherx has compared its so-called "patent estate" to those of Thomas Edison and General Electric.

No past event, existing asset or reasonable assessment of any aspect of Hemispherx remotely justifies any of these statements. In fact, Hemispherx's actual condition shows the company to have been a defunct private company that was converted into a fraudulent public stock promotion based on false statements about the company and a 25 year old, off-patent drug it calls Ampligen.

1. THIRTY-TWO YEAR OLD COMPANY: Hemispherx was incorporated in Maryland in 1966. After 32 years of operations, raising over $78 million and incurring over $61.7 million of losses, Hemispherx has:

no sales and only an astonishingly low $181,724 in non-cash tangible assets
never created a new drug
never received a composite of matter patent
no FDA marketing approval for any drug
never concluded Phase III trials for any indication
never filed an NDA for any drug
sold approximately 24.8 million shares to the public based on its fraudulent Ampligen promotion
2. DUPONT TRIALS AND LITIGATION: Hemispherx presented DuPont with pre-clinical trial results that showed Ampligen to be an effective HIV treatment.

Hemispherx entered into an agreement with DuPont for a Phase II clinical study of Ampligen as an HIV treatment.
The study was terminated when an analysis of interim data showed no clinical benefit over a placebo.
DuPont sued Hemispherx for having made false and misleading representations regarding preliminary clinical data, and safety and efficacy data, pertaining to Ampligen.
Hemispherx claims that the conflicting trial results were due to the use of plastic bags to hold and transport the Ampligen.
No subsequent HIV trials showed Ampligen to be effective.
3. CALIFORNIA INSTITUTE OF MOLECULAR MEDICINE, INC.: Hemispherx announced that it had "signed a letter of intent to acquire a significant equity stake in California Institute of Molecular Medicine, Inc. ("CIMM"), a privately held biotechnology company based in Ventura, California."

CIMM is a one-year-old company with no known business.
Mr. Salahuddin, one of CIMM's co-founders, pleaded guilty to defrauding the National Cancer Institute ("NCI").
Mr. Salahuddin uses the title "doctor" although he does not have a doctorate or MD degree.
Mr. Salahuddin violated federal conflict of interest laws.
Mr. Salahuddin was the subject of a congressional public hearing to examine charges of theft of government property.
Mr. Salahuddin was suspended in the spring of 1990 from his position as a researcher in the National Cancer Institute Laboratory of Tumor Cell Biology.
Mr. Salahuddin pleaded guilty to felony charges that included illegally funneling contracts from the NCI to Pan Data Systems, Inc., a private company partly owned by his wife.
Mr. Salahuddin acknowledged receiving illegal payments from Pan Data.
4. DR. CARTER AND PETER M. FROST: Dr. Carter received $1,000,000 for the sale of his own Hemispherx stock to an HIV patient named Peter M. Frost.

Mr. Frost sought to enroll in the Ampligen HIV trial.
Mr. Frost claimed that he was required to purchase $1 million of Hemispherx's stock before he was admitted into the trial.
Hemispherx's Board of Directors determined that the fair market value of Hemispherx stock was $1.50 per share.
Dr. Carter sold Mr. Frost 4,272 shares at $234 per share.
Mr. Frost paid Dr. Carter $1 million supposedly to be used to expand the trials.
Mr. Frost was told that Dr. Carter would use the funds to expand the Ampligen HIV trial.
II. AMPLIGEN'S OBSOLETE SCIENCE AND FLAWED TRIALS

Hemispherx claims that Ampligen is a "double-stranded RNA drug product, which the Company believes has antiviral, anticancer and immune system enhancing properties." Ampligen has been tested as a treatment for two cancers, hepatitis, CFS and HIV, and has never been FDA approved to be marketed as effective in the treatment of any disease. Hemispherx did not develop Ampligen, nor did it ever own a patent on Ampligen's composition. The Johns Hopkins University in Baltimore, Maryland, developed Ampligen in the early 1970s. The Ampligen composition of matter patent expired in 1994. Hemispherx merely obtained a non-exclusive license for Ampligen from Johns Hopkins. Even this license has now expired.

1. AMPLIGEN: Ampligen is a 25 year old off-patent, extensively researched infusion drug that has never been found to be effective in the treatment of any disease.

Ampligen is allegedly an interferon inducing, double stranded RNA that claims broad spectrum activity.
Medical RNA research has advanced from toxic, broad spectrum activity drugs to less toxic, highly specific activity drugs.
Technology long ago moved passed Ampligen-like substances to antisense and triple-strand RNA with highly specific activity that directly target actual disease-causing viral replication or cell dysfunction.
Hemispherx has claimed Ampligen as a potential treatment for venereal warts, hepatitis, HIV infection, herpes, skin cancer, kidney cancer and CFS.
Hemispherx has conducted Ampligen clinical trials for skin and kidney cancers, HIV, CFS and Hepatitis.
Hemispherx has failed to obtain FDA marketing approval for Ampligen as a treatment for any disease.
2. AMPLIGEN'S FAILED HIV TRIALS: Hemispherx has tested Ampligen as a treatment for HIV and was sued for allegedly making false efficacy claims.

In 1986, Hemispherx conducted Phase II HIV trials.
In 1987, DuPont conducted a Phase II HIV trial.
In 1988, DuPont terminated its Ampligen trials.
In 1991, the NIH conducted an Ampligen HIV Phase II trial.
In 1993, Hemispherx requested approval to begin Phase III trials.
Hemispherx has not concluded Phase III trials and has not filed an HIV NDA.
In 1995, Hemispherx claimed in its IPO that Ampligen was being developed as a treatment for HIV.
No NDA was ever filed and no HIV trials are being promoted.
3. AMPLIGEN'S CFS PHASE II TRIALS:

CFS is not a disease.
Many of the CFS doctors and authors involved in Ampligen's four Phase II CFS trials have Hemispherx connections.
Only one of the trials was alleged to be double-blind, placebo controlled.
Ampligen's side effects make placebo-controlled trials useless.
CFS symptoms are self-reported subjective, volatile and difficult to quantify.
Phase II patients did not meet the 1994 CDC CFS criteria.
Phase II trials are over 7 years old and the Company continues to promote their results.
The primary endpoints are not commonly accepted to demonstrate CFS treatment efficacy.
Hemispherx includes unpublished results in its efficacy claims.
The published studies have been found largely inconclusive by CFS researchers.
4. AMPLIGEN'S PHASE III CFS TRIALS: Hemispherx was authorized to begin Ampligen's Phase III CFS trials over six years ago on October 9, 1992. Almost 6 years after this approval, Hemispherx has failed to conclude any Phase III trials. In fact, Hemispherx has not even finalized patient enrollment.

Hemispherx has only signed up 6 clinical sites.
Hemispherx has only enrolled 56 patients.
Hemispherx has failed to disclose the Phase III protocol.
Phase III patients are not being tested separately for Myalgic Encephalomyelitis ("ME"), Fibromyalgia ("FM") or Multiple Chemical Sensitivities ("MCS").
5. AMPLIGEN'S SAFETY PROFILE: Hemispherx claims Ampligen is a safe drug.

The Food and Drug Administration notified Hemispherx that its promotion of Ampligen as a safe drug violates federal law.
Ampligen's informed consent forms contain numerous significant, potential adverse side effects.
Hemispherx's SEC filing lists numerous, significant, potential adverse side effects for Ampligen.
6. NOTICE OF AMPLIGEN INFRACTION: Hemispherx received a notice of infraction from the U.S. Food and Drug Administration dated October 15, 1998. This notice informed Hemispherx that its Ampligen claims violated federal law.

Hemispherx misled investors into believing that it received FDA's notification on October 22, 1998 and that it had not received the notice on October 15, 1998.
Hemispherx did not disclose the notification until around 6pm on Friday, October 23rd and then distorted the facts surrounding this Notice of Infraction.
Hemispherx violated federal law by claiming Ampligen is a safe and effective drug.
Hemispherx violated federal law by claiming its CFS Phase II study showed efficacy and safety.


III. CHRONIC FATIGUE SYNDROME PROMOTION

Hemispherx has claimed Ampligen is a safe and effective treatment for CFS. CFS symptoms are self-reported. Scientific studies have not validated any pathognomonic signs or diagnostic tests for this condition. The number of CFS cases is not known. Hemispherx did not develop Ampligen to treat CFS. In fact, CFS is widely believed to be psychosomatic and has no definitive treatment. Most CFS sufferers symptoms change from day to day and disappear over time.

1. CHRONIC FATIGUE SYNDROME: Hemispherx's stock promotion is mostly based upon its CFS treatment efficacy claims.

Hemispherx started promoting CFS after failing to obtain marketing approval for 5 diseases in over 18 years of tests.
CFS is not a disease. CFS is an ill-defined syndrome with no known cause.
CFS has no diagnostic test.
CFS symptoms are self-reported and cannot be verified.
Many doctors believe CFS is a psychosomatic condition.
Research and economic benefits are less available for psychosomatic conditions than for organic diseases.
CFS medical researchers have failed to show CFS is not psychosomatic or that CFS has any organic cause.
2. CFS PREVALENCE RATES: Hemispherx has claimed that studies from Harvard University and the Centers for Disease Control and Prevention support the belief that 1,000 of 100,000 Americans or 2.5 million people in the United States suffer from CFS.

No Harvard CFS prevalence study exists.
No CDC study supports Hemispherx's claimed CFS prevalence rates.
Hemispherx has published different and contradictory CFS prevalence rates.
Any CFS prevalence test is difficult because there is no CFS diagnostic test.
No CFS prevalence study has ever been done on a national basis.
The CDC estimates based on small, regional studies about half a million U.S. CFS-like, non CFS, cases.
3. "HARVARD" STUDY: Hemispherx misrepresented a study published in the Annals of Internal Medicine titled "Chronic Fatigue and the Chronic Fatigue Syndrome: Prevalence in a Pacific Northwest Health Care System" by stating that "an independent study from Harvard University School of Medicine, led by eminent Dr. Anthony Komaroff, Professor of Medicine. The Harvard study states that there are between 500,000 and 2,000,000 Americans suffering from Chronic Fatigue Syndrome. Dr. Komaroff's latest study is published in the August 1995 issue of Annals of Internal Medicine." Hemispherx also stated that this study was the most recent medical CFS prevalence study and that it was consistent with CDC's most current studies.

Harvard University did not sponsor or conduct this study.
Dr. Komaroff did not lead the study. Dr. Komaroff is not "the Chief of Medicine at the Harvard Medical School."
The study does not state that there are between 500,000 and 2,000,000 Americans suffering from CFS.
This study is not published in either of the two August 1995 issues, but in the July 15, 1995 issue of Annals of Internal Medicine.
This study is not the most recent medical study on CFS prevalence.
The most current CDC studies are not consistent with these estimates.
The study only found 3 people who met the CFS 1988 CDC criteria.
Any attempt to make a national CFS prevalence estimate from these findings are highly questionable.
4. FDA WHITE PAPER: Hemispherx cited an FDA white paper dated April 29, 1998 that was presented to a Statutory Committee concerning CFS and Ampligen.

White papers are very rare research reports.
There is no white paper concerning CFS or Ampligen.
There was a FDA Update on CFS presented to the Chronic Fatigue Syndrome Coordinating Committee on April 29, 1998. It contained no new or material information on CFS or Ampligen.
5. FRAUDULENT UNAUTHORIZED USE OF COPYRIGHTED MATERIAL: On July 29, 1998, The Oprah Winfrey Show hosted a show entitled "Diseases Doctors Miss Most." This show contained a brief segment on CFS.

Hemispherx made unauthorized copies of this CFS segment.
Hemispherx edited the unauthorized version of this copyrighted material to promote Ampligen.
Hemispherx distributed this fraudulent unauthorized promotional video to investors.
6. HEMISPHERX AT INTERNATIONAL CFS CONFERENCE: Hemispherx presented at the American Association for Chronic Fatigue Syndrome's Fourth International CFS conference held in Cambridge, Massachusetts, on October 10-12, 1998.

Promoted its role in the conference as central.
Hemispherx study was merely one of 32 presentations.
Claimed that new data would be released. No new data was presented.
Presented 7 year old Ampligen data at this conference.
None of the medical conference leaders expressed interest in the Hemispherx presentation.
V. FINANCIAL FRAUD

Hemispherx's misstatements of facts and fraudulent representations have been widely disseminated by management through brokers, management interviews, press releases, the Company's Internet home page, and company documents. This has allowed Hemispherx's inside investors to sell shares at fraudulently inflated market values while the company has had no legitimate operation or prospect.

1. STRATTON OAKMONT: In 1995, Hemispherx used Stratton Oakmont, Inc. to take it public. At the time of the IPO:

Stratton was the subject of a permanent injunction and an SEC Administrative Order for securities laws violations.
Stratton was suspended from doing business in 16 states.
SEC had found that Stratton had conducted fraudulent sales practices, made material misrepresentations and omissions, and manipulated stock prices.
No legitimate company with any real value or demonstrable business prospects would agree or need to procure financing from such a fraudulent underwriter.
2. HEMISPHERX ATTEMPTS TO CONTROL ITS STOCK:

Hemispherx has been sued by one of its private investors for failing to convert its 1,500 shares of Series E Convertible Preferred Stock into 750,000 shares of common stock. This prevented the subsequent sale of those shares.
Dr. Carter wrote a letter to Hemispherx shareholders suggesting that the shareholders write their broker and demand written confirmation that their Hemispherx stock will not be hypothecated, pledged or borrowed.
3. MILLIONS OF DOLLARS OF INVENTORY AND $150 MILLION INVESTED: Dr. Carter has stated that Hemispherx "has millions of dollars of drug in inventory." Hemispherx claimed that it has invested more than $150 million developing Ampligen.

Hemispherx has no inventory according to its most recently available Form 10-Q for the Quarterly Period Ending on June 30, 1998.
Hemispherx did not invent Ampligen. It has no asset or other basis to support the $150 million claim.
4. WARRANT EXERCISES AND FRAUDULENT STOCK PROMOTION:

Between September and November 1998, Hemispherx issued over 28 press releases and held 3 stock promotional events that contain the fraudulent, material information outlined above.
The primary beneficiaries of Hemispherx's fraudulent stock promotion are private holders of its low priced warrants.
Since 1995, Hemispherx has filed five prospectuses allowing its private warrant holders to sell stock to the public without disclosure.
These warrant holders bought over $5.5 million of stock at below market prices between June 30 and August 14, 1998 alone.
The warrant holders subsequently sold these "cheap" shares at market prices to unknowing public investors.
Since its public offering, Hemispherx has distributed over 8 million shares of its stock to the public using its "back-door" warrant exercise program.
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