Current Report Filing (8-k)
January 14 2016 - 1:34PM
Edgar (US Regulatory)
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 14, 2016 (December 23, 2015)
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
|
0-27072 |
|
52-0845822 |
(state or other juris- |
|
(Commission |
|
(I.R.S. Employer |
diction of incorporation) |
|
File Number) |
|
(Identification No.) |
1617 JFK Boulevard, Suite 500, Philadelphia, PA |
|
19103 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area code: (215)
988-0080 |
|
1617 JFK Boulevard, Suite 500, Philadelphia, PA 19103 |
(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 1.02. |
Termination of a Material Definitive Agreement. |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On December 23, 2015, pursuant
to a resolution of the Compensation Committee of our Board, we notified Dr. William A. Carter, our chairman of the board, chief
executive officer and chief scientific officer, that we were not renewing his Amended and Restated Engagement Agreement dated June
11, 2010 (the “Agreement”). As a result, the Agreement terminated on December 31, 2015 per its terms. We have agreed
to continue to pay Dr. Carter a base fee at the rate of $331,750 per year, payable monthly, for services that he renders to us
as a consultant. We have the right to terminate these payments on 30 days’ written notice. Pursuant to the Agreement, Dr.
Carter provided consulting services related to patent development. Dr. Carter’s employment agreement remains unchanged.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| | |
| 10.1 | December 23, 2015 letter to Dr. Carter related to non-renewal of his consulting agreement and continued consulting services. |
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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January 14, 2016 |
By: |
/s/ Thomas K. Equels |
|
|
Thomas K. Equels, |
|
|
President |
Exhibit
10.1
December 23, 2015
HAND DELIVERY
Dr. William A. Carter, M.D.
HEMISPHERX
BIOPHARMA, INC.
One Penn Center
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
Dear Dr. Carter,
This
is to confirm that, concurrently with the Company's giving you notice of non-renewal of the Amended and Restated Engagement Agreement
dated June 11, 2010, the Company is agreeing to continue paying you a Base Fee at
the rate of $331,750 per year for services that you render as a consultant to the Company. This
monthly payment is subject to termination by the Company on 30 days' written notice.
Please indicate your acceptance by signing in the space provided below.
Sincerely yours,
HEMISPHERX BIOPHARMA,
INC.
By: /s/ Thomas K. Equels
Thomas K.
Equels, President
Agreed and Accepted:
/s/
William A. Carter
Dr. William A.
Carter
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