Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
September 30, 2016, Peter W. Rodino III resigned as a member of the Board of Directors (the “Board”) of Hemispherx
Biopharma, Inc. (the “Company”) to permit him to serve the Company in a new capacity. In this regard, effective October
1, 2016, the Company retained Mr. Rodino as its Executive Director for Governmental Relations, and as its General Counsel.
Mr.
Rodino was appointed a Director of the Company in July 2013 and served in that capacity until his resignation. While on the Board,
he served as Lead Director, Chairman and Financial Expert of the Audit Committee, a member of the Compensation Committee and a
member of the Governance and Nomination Committee. Mr. Rodino has broad legal, financial, and executive experience. In addition
to being President of Rodino Consulting LLC and managing partner at several law firms during his many years as a practicing attorney,
he served as Chairman and CEO of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey. For approximately
20 years, as founder and president of Rodino Consulting, Mr. Rodino has provided business and government relations consulting.
Mr. Rodino holds a B.S. in Business Administration from Georgetown University and a J.D. degree from Seton Hall University.
Mr.
Rodino, in his capacity as Executive Director for Governmental Relations and General Counsel, will receive an annual base salary
of $350,000. The Company and Mr. Rodino are actively working on a definitive employment agreement.
The
Board also reviewed and accepted the findings and recommendations of the Compensation Committee, that is working with an independent
compensation consultant, on a new salary and an amended and restated employment agreement for Thomas Equels, the Company’s
Chief Executive Officer and President. Effective, October 1, 2016, Mr. Equels’ annual base salary is $750,000. The Committee
is actively working on an amended and restated employment agreement for Mr. Equels.
In
addition, the Board, after reviewing the findings and recommendations of its Compensation Committee, increased the salaries of
a number of Company employees, effective October 1, 2016. In this regard, Dr. David Strayer, who was promoted to Chief Scientific
Officer in February 2016 and continues to serve as Chief Medical Director, will receive an annual salary of $325,000, and Adam
Pascale, who was promoted to Chief Financial Officer in February 2016, will receive an annual salary of $250,000.