UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A-2 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2002 Commission File Number: 0-27072 HEMISPHERx BIOPHARMA, INC. ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-0845822 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1617 JFK Boulevard, Suite 660, Philadelphia, PA 19103 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (215) 988-0080 ------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. /X/ Yes / / No 32,080,270 shares of common stock issued and outstanding as of October 31, 2002. Explanatory Note: This amendment to our quarterly report on Form 10-Q only amends Part II, item 4, which information was inadvertently not included in the original filing. Part II OTHER INFORMATION ITEM 4: Submission of Matters to a Vote of Security Holders At the Companys Annual Meeting of Stockholders on August 14, 2002, stockholders approved the following: 1. Election of the following five members to the Board of Directors of Hemispherx to serve until their respective successors are elected and qualified: For Authority Withheld ---------- ------------------ William A. Carter 16,731,321 6,518,542 Richar C. Piani 22,487,863 762,000 Ransom W. Etheridge 15,958,340 7,291,523 William M. Mitchell 22,489,663 760,200 Iraj-Eqhbal Kiani 21,873,467 1,376,396 2. Ratification the selection by Hemispherx of BDO Seidman LLP, independent public accountants, to audit the financial statements of Hemispherx for the year ending December 31, 2003. For Against Abstain ---------- --------- -------- 21,872,283 1,355,200 22,380 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 thereunto duly authorized. HEMISPHERx BIOPHARMA, INC. /S/ William A. Carter --------------------------- Date: August 20, 2003 William A. Carter, M.D. Chief Executive Officer & President /S/ Robert E. Peterson -------------------------- Date: August 20, 2003 Robert E. Peterson Chief Financial Officer