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)
January
21, 2011
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
(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))
Item
8.01 Other Events.
On
January 21, 2011, the U.S. District Court for the Eastern District of
Pennsylvania entered an Order preliminarily approving a proposed settlement of
the shareholder derivative actions consolidated under the caption Hanna v. Carter, et al., Lead
Case No. 2:09-cv-06160-PD. The proposed settlement is subject to
final approval of the Court. As required by the Court's January 21,
2011 Order, the Notice of Pendency and Proposed Settlement of Shareholder
Derivative Action is attached to this Current Report on Form 8-K as Exhibit
99.1. Attached as Exhibit 99.2 is a copy of the parties' proposed
Stipulation and Agreement of Settlement. Both documents are also
available on our website homepage at http://www.hemispherx.net.
Item
9.01. Financial Statements and
Exhibits.
The
following Exhibit is filed as part of this report:
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Exhibit
No.
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Description
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99.1
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Notice
Of Pendency And Proposed Settlement Of Shareholder Derivative
Action.
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99.2
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Stipulation
And Agreement Of Settlement.
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Forward-Looking
Statements
Except
for the historical information contained herein, the matters set forth in this
report, including statements regarding the final approval of the proposed
settlement, are forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including the
risks and uncertainties associated with the final approval of the settlement by
the U.S. District Court, and other risks detailed in our Annual Report on Form
10-K for the year ended December 31, 2009, as amended, and other reports
subsequently filed with or furnished to the Securities and Exchange
Commission. These forward-looking statements are based on current
information that may change and you are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. All forward-looking statements are qualified in their
entirety by this cautionary statement, and we undertake no obligation to revise
or update any forward-looking statement to reflect events or circumstances after
the issuance of this report.
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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February
2, 2011
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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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