As filed with the Securities and Exchange Commission on November 20, 2008
Registration No. 333-
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-0845822
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
(215) 988-0080
(Address of Principal Executive Offices)(Zip Code)
--------------------
HEMISPHERX BIOPHARMA, INC. 2007 EQUITY INCENTIVE PLAN
(full title of the plan)
William A. Carter, M.D., Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
(215) 988-0080
(Name, Address & Telephone number, including area code, of agent for service)
Copies to:
Richard Feiner, Esq.
Silverman Sclar Shin & Byrne PLLC
381 Park Avenue South - Suite 1601
New York, New York 10016
(212) 779-8600
Fax (212) 779-8858
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ( ) Accelerated filer (X)
Non-accelerated filer ( ) Smaller Reporting Company ( )
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed
Proposed Maximum
Title of Securities Amount to be Maximum Aggregate
to be Registered Registered(1) Offering Price Offering Amount of
Per Share(2) Price(2) Registration Fee
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Shares of Common Stock,
$.001 par value, and Shares
of Common Stock issuable
upon exercise of
options/warrants .......... 8,000,000 $0.39 $3,120,000 $122.62
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Total Registration Fee.............. $122.62
=====================================================================================================
(1) Includes 1,450,000 shares issuable upon exercise of outstanding options of
the Registrant, all of which were issued pursuant to the Hemispherx Biopharma,
Inc. 2007 Equity Incentive Plan, 1,824,255 shares of common stock, all of which
were issued pursuant to the Hemispherx Biopharma, Inc. 2007 Equity Incentive
Plan and 4,725,745 additional shares reserved for future issuance under the
Hemispherx Biopharma, Inc. 2007 Equity Incentive Plan and/or upon exercise of
stock options to be granted under the foregoing Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed
maximum offering price per share and the proposed maximum aggregate offering
price have been determined on the basis of the average of the high and low
prices reported on the NYSE Alternext US on November 18, 2008.
(3) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend or similar transaction.
-5-
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The information required by Part I is included in the documents sent or given to
participants in the Hemispherx Biopharma, Inc. 2007 Equity Incentive Plan,
pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Hemispherx Biopharma, Inc. 2007 Equity
Incentive Plan are available without charge by contacting: Corporate Secretary,
Hemispherx Biopharma, Inc., 1617 JFK Boulevard, Philadelphia, Pennsylvania
19103, Phone: (215) 988-0080.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. The following documents,
which are on file with the Commission (SEC File No. 1-13441), are incorporated
in this Registration Statement by reference:
(a) Our annual report on Form 10-K for our fiscal year ended December 31,2007.
(b) Our quarterly reports on Form 10-Q for the quarters ended March 31, 2008,
June 30, 2008 and September 30, 2008.
(c) Our current reports on Form 8-K filed with the Commission on October 22,
2008, September 23, 2008, September 17, 2008, July 8, 2008, July 8,2008
and March 10, 2008, and our amendment to our Current Report filed with the
Commission on October 22, 2008, which amendment also was filed with the
Commission on October 22, 2008.
(d) The Notice of Annual Meeting and definitive Proxy Statement filed with the
Commission on July 30, 2008 in connection with our 2008 Annual Meeting of
Stockholders and Definitive Additional Materials related to that meeting
filed with the Commission on October 23, 2008, October 20, 2008, October
8, 2008 and September 24, 2008;
(e) A description of our common stock contained in our registration statement
on Form S-1, SEC File No. 333-117178, and any amendment or report filed
for the purpose of updating this description filed subsequent to the date
of this prospectus and prior to the termination of this offering.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Amended and Restated Certificate of Incorporation provides that
the Registrant shall indemnify to the extent permitted by Delaware law any
person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Registrant. Such indemnification (other than an
order by a court) shall be made by the Registrant only upon a determination that
indemnification is proper in the circumstances because the individual met the
applicable standard of conduct. Advances for such indemnification may be made
pending such determination. In addition, the Registrant's Amended and Restated
Certificate of Incorporation eliminates, to the extent permitted by Delaware
law, personal liability of directors to the Registrant and its stockholders for
monetary damages for breach of fiduciary duty as directors.
The Registrant's authority to indemnify its directors and officers is governed
by the provisions of Section 145 of the Delaware General Corporation Law, as
follows:
(a) A corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
the person's conduct was unlawful.
(b) A corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of this section,
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the present
or former director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall
be made, with respect to a person who is a director or officer at the time
of such determination (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum,
or (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify such person against such liability under this
section.
(h) For purposes of this section, references to the "corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving corporation
as such person would have with respect to such constituent corporation if
its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans, references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan, and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to any employee benefit
plan, its participants or beneficiaries, and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.2 Hemispherx Biopharma, Inc. 2007 Equity Incentive Plan.(1)
5.1 Opinion of Silverman Sclar Shin & Byrne PLLC, legal counsel.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Silverman Sclar Shin & Byrne PLLC, legal counsel (included in
Exhibit 5.1).
24.1 Powers of Attorney (included in Signature Pages to the Registration
Statement on Form S-8).
(1) Previously filed as Annex A to the Company's Definitive Proxy
Statement on Schedule 14A (SEC File No. 1-13441) filed with the
Commission on or about May 11, 2007, and incorporated herein by
this reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Hemispherx Biopharma, Inc., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Philadelphia, State of Pennsylvania,
on the 20 day of November, 2008.
HEMISPHERX BIOPHARMA, INC.
(Registrant)
By: s/ William A. Carter
-----------------------------------
William A. Carter, M.D.,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William A. Carter acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of the
Registrant or on behalf of the undersigned as a director or officer of the
Registrant, and any and all amendments or supplements to the Registration
Statement, including any and all stickers and post-effective amendments to the
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorney-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement on Form S-8 has been signed by the following persons in the capacities
indicated on the dates indicated.
Signature Title Date
/s/William A. Carter, M. D Chairman of the Board,
--------------------------- Chief Executive Officer
William A. Carter, M.D. (Principal Executive) and Director November 18, 2008
/s/ Robert E. Peterson Chief Financial Officer
--------------------------- and Chief Accounting Officer November 17, 2008
Robert E. Peterson
/s/ Thomas K. Equels Director
--------------------------- November 18, 2008
Thomas K. Equels
/s/ William M. Mitchell Director
--------------------------- November 17, 2008
William M. Mitchell, M.D., Ph.D.
/s/ Richard C. Piani_ Director
--------------------------- November 18, 2008
Richard C. Piani
/s/ Iraj-Eqhbal Kiani, PhD. Director
--------------------------- November 18, 2008
Iraj-Eqhbal Kiani, Ph.D.
Hemispherx Biopharma, Inc.
Form S-8
Index to Exhibits
Exhibit No. Description
5.1 Opinion of Silverman Sclar Shin & Byrne PLLC, legal counsel.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of BDO Seidman, LLP.
Exhibit 5.1
SILVERMAN SCLAR SHIN & BYRNE PLLC
381 Park Avenue South, Suite 1601
New York, New York 10016
Tel. No. 212-779-8600
Telecopy Number - (212) 779-8858
November 20, 2008
Board of Directors
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
Re: Registration Statement on Form S-8.
Ladies and Gentlemen:
In connection with the preparation of the above-referenced Registration
Statement (the "Registration Statement"), which is being filed on or about the
date of this letter on behalf of Hemispherx Biopharma, Inc., a Delaware Company
(the "Company"), you have asked us to provide you this opinion letter pursuant
to the requirements of Form S-8 and in accordance with Item 601 of Regulation
S-K promulgated by the Securities and Exchange Commission. The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act") of the following shares of the Company's common stock
(collectively, the "Shares"): 1,450,000 shares issuable upon exercise of
outstanding options issued pursuant to the Hemispherx Biopharma, Inc. 2007
Equity Incentive Plan (the "Plan"), 1,824,255 shares (the "Issued Shares")
issued pursuant to the Plan and 4,725,745 additional shares reserved for future
issuance under the Plan and/or upon exercise of stock options to be granted
under the Plan.
In connection with this opinion, we have examined and relied upon, without
further investigation, the following in connection with rendering the opinions
expressed herein: (a) the Plan; (b) the Registration Statement; (c) corporate
records, including the Amended and Restated Certificate of Incorporation of the
Company, the Company's Restated and Amended By-laws and related resolutions
adopted by the Board of Directors of the Company, and (d) such other documents,
certificates, records, and oral statements of public officials and the officers
of the Company as we deemed necessary for the purpose of rendering the opinions
expressed herein.
In our examinations, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity, accuracy and
completeness of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed, or
photostatic copies or by facsimile or electronic mail, and the authenticity of
the originals from which such copies, facsimiles, or electronic transmissions
were made. In our examination of documents executed by persons, legal or
natural, other than the Company, we have assumed that such persons had the
power, corporate or otherwise, to enter into and perform all obligations
thereunder and that such documents are valid and binding. In rendering this
opinion, we have assumed without investigation that the certificates or other
records evidencing the Shares issued or to be issued under the Plan or upon
exercise of options issued or to be issued under the Plan and the ownership
thereof will be in proper form and will be duly and properly completed and
properly executed.
Based upon and subject to the foregoing and the balance of this opinion, we are
of the opinion that: (i) the Shares are duly and validly authorized, (ii) the
Issued Shares are legally issued, fully paid and are nonassessable, (iii) all
Shares issuable upon exercise of options issued or to be issued under the Plan,
when issued in accordance with the terms of such options, including payment of
the exercise prices thereof, will be legally issued, fully paid and
nonassessable, and (iv) all other Shares to be issued under the Plan, when
issued in accordance with the terms of the Plan, including payment of the
consideration therefor, will be legally issued, fully paid and nonassessable.
This opinion letter is limited to the specific legal issues that it expressly
addresses, and no opinion may be inferred or implied beyond the matters
expressly set forth herein. We express no opinion as to the law of any
jurisdiction other than the General Corporation Law of the State of Delaware, as
amended. No opinion is expressed as to the effect that the law of any other
jurisdiction may have upon the subject matter of the opinion expressed herein
under conflicts of law principles, rules and regulations or otherwise.
We consent to the filing of this opinion letter, or a reproduction thereof, as
an exhibit to the Registration Statement. In giving such consent, however, we
are not admitting that we are within the category of persons whose consent is
required under Section 7 of the Act, or the rules or regulations promulgated by
the Securities and Exchange Commission thereunder.
This opinion letter is rendered on the date set forth above, and we have no
continuing obligation hereunder to inform you of changes in the applicable law
or the facts after such date or facts of which we have become aware after the
date hereof, even though such changes or facts could affect our opinions
expressed herein.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Very truly yours,
/s/Silverman Sclar Shin & Byrne PLLC
--------------------------------------
Silverman Sclar Shin & Byrne PLLC
Exhibit 23.1
McGladrey & Pullen, LLP
One Valley Square, Ste. 250
512 Township Line Road
Blue Bell, PA 19422-2700
Office 215-641-8600
Fax 215-641-8680
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Hemispherx Biopharma, Inc. and Subsidiaries of our report dated
March 17, 2008 relating to our audits of the consolidated financial statements,
the financial statement schedule and internal control over financial reporting,
which appears in the Annual Report on Form 10-K of Hemispherx Biopharma, Inc.
and Subsidiaries for the year ended December 31, 2007.
/s/ McGladrey & Pullen, LLP
Blue Bell, Pennsylvania
November 20, 2008
Exhibit 23.2
Letterhead
BDO Seidman, LLP
Consent of Independent Registered Public Accounting Firm
Hemispherx Biopharma, Inc.
Philadelphia, Pennsylvania
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated June 1,
2006, relating to the December 31, 2005 consolidated financial statements and
financial statement schedules of Hemispherx Biopharma, Inc. and Subsidiaries,
appearing in the Annual Report on Form 10-K of Hemispherx Biopharma, Inc. for
the year ended December 31, 2007.
/s/ BDO Seidman, LLP
Philadelphia, Pennsylvania
November 20, 2008