Amended Annual Report (10-k/a)

FORM 10-K/A

(Amendment No. 1)

SECURITIES AND EXCHANGE COMMISSION

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No. 1-13441

HEMISPHERX BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)



Delaware		52-0845822
(State or other jurisdiction of		(I.R.S. Employer Identification
incorporation or organization)		Number)



1617 JFK Boulevard, Ste. 500, Philadelphia, Pennsylvania		19103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 988-0080

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.001 par value

Securities registered pursuant to Section 12(g) of the Act:

(Title of Each Class)

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports 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. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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 ¨Non-accelerated filer ýSmaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The aggregate market value of Common Stock held by non-affiliates at June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter was $57,685,937.

The number of shares of the registrant’s Common Stock outstanding as of March 1, 2015 was 215,095,559.

DOCUMENTS INCORPORATED BY REFERENCE: None.

EXPLANATORY NOTE

Hemispherx Biopharma, Inc. is filing this Amendment No. 1 on Form 10-K/A (Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission (SEC) on March 19, 2015 (the Original Filing) solely to correct an administrative error in the content of Exhibit 23.1, Consent of McGladrey LLP Independent Registered Public Accounting Firm (Consent). The error relates to the erroneous inclusion within the consent of a financial statement schedule and report on internal control over financial reporting both of which were not required. A new consent with the correct inclusions is filed as an exhibit attached hereto.

Pursuant to Rule 12b-15 under the SEC Act of 1934, as amended, this Form10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.



Exhibit No.		Description
Exhibit No.		Description

23.1		McGladrey LLP consent. *
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Executive Officer. *
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Financial Officer. *
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Executive Officer. *
32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Financial Officer. *

Except as described above, no other changes have been made to the Original Filing and this Form 10-K/A does not amend, update, or change the financial statements or any other items or disclosures in the Original Filing.

This Amendment does not update any disclosures to reflect developments since the filing date of the Original Filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:	/s/ William A. Carter
	William A. Carter, M.D.
	Chief Executive Officer

March 20, 2015



/s/ William A. Carter	Chairman of the Board,	March 20, 2015
William A. Carter, M.D.	Director, Chief Executive
	Officer, President and Chief
	Scientific Officer

/s/ Thomas K. Equels	Executive Vice Chairman of	March 20, 2015
Thomas K. Equels	the Board, Director,
	Secretary and General
	Counsel

/s/ Peter W. Rodino	Director	March 20, 2015
Peter W. Rodino

/s/ William Mitchell	Director	March 20, 2015
William Mitchell, M.D., Ph.D.

/s/ Iraj E. Kiani	Director	March 20, 2015
Iraj E. Kiani, N.D., Ph.D.

/s/ Thomas K. Equels	Chief Financial Officer	March 20, 2015
Thomas K. Equels

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Hemispherx Biopharma, Inc.

Philadelphia, Pennsylvania

We consent to the incorporation by reference in Registration Statements (No.s 333-160499, 333-57134, 118903 and 333-155528) on Form S-8 and Registration Statements (No.s 333-136187, 333-117178, 333-119017, 333-108645, 333-111135, 333-113796, 333-130008, 333-159856 and 333-151696) on Form S-3 of Hemispherx Biopharma, Inc. and Subsidiaries of our report dated March 19, 2015 relating to our audit of the consolidated financial statements which appears in this Annual Report on Form 10-K of Hemispherx Biopharma, Inc. for the year ended December 31, 2014.

/s/ McGladrey LLP

McGladrey LLP

Blue Bell, Pennsylvania

March 19, 2015

Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, William A. Carter certify that:


1.	I have reviewed this annual report on Form 10-K/A of Hemispherx Biopharma, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: March 20, 2015

/s/ William A. Carter

William A. Carter, M.D.

Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Thomas K. Equels, certify that:

1. I have reviewed this annual report on Form 10-K/A of Hemispherx Biopharma, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: March 20, 2015

/s/ Thomas K. Equels

Thomas K. Equels

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hemispherx Biopharma, Inc. (the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. Carter, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ William A. Carter

William A. Carter, M.D.

Chief Executive Officer

March 20, 2015

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hemispherx Biopharma, Inc. (the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas K. Equels, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Thomas K. Equels

Thomas K. Equels

Chief Financial Officer

March 20, 2015

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