Hemispherx Biopharma Inc · S-3 · On 1/14/03

Filed On 1/14/03 6:29pm ET   ·   SEC File 333-102513   ·   Accession Number 946644-3-1

Registration Statement for Securities Offered Pursuant to a Transaction   ·   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         S-3 Hemispherx Biopharma, Inc.                        40    159K 

Document Table of Contents

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As filed with the Securities and Exchange Commission on January 14, 2003        
                                      Registration No. 333-_____
========================================================================        

SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549          
____________________          

FORM S-3            

REGISTRATION STATEMENT            
UNDER             
THE SECURITIES ACT OF 1933            
____________________            

HEMISPHERX BIOPHARMA, INC.          
(Exact name of registrant as specified in its charter)          

Delaware            
(State or other jurisdiction of incorporation or organization)  

52-0845822            
(I.R.S. Employer Identification No.)      
____________________          

1617 JFK Boulevard          
Philadelphia, Pennsylvania 19103          
(215) 988-0080          

(Address, including zip code, and telephone number,       
including area code, of registrant's principal executive offices)     
____________________          

William A. Carter, M.D., Chief Executive Officer      
Hemispherx Biopharma, Inc.            
1617 JFK Boulevard                
Philadelphia, Pennsylvania 19103              
(215) 988-0080          

(Name, address, including zip code, and telephone number,       
including area code, of agent for service)        

Copies of all communications to:            
Richard Feiner, Esq.            
Silverman Sclar Byrne Shin & Byrne P.C.           
381 Park Avenue South, Suite 1601             
New York, New York, 10016                 
(212) 779-8600          
Fax (212) 779-8600              

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iiApproximate date of proposed sale to the public:  From time to time or at       
one time after the effective date of this Registration Statement.               

If the only securities being registered on this form are being offered          
pursuant to dividend or interest reinvestment plans, please check the           
following box. [ ]                                                              

If any of the securities being registered on this Form are to be offered        
on a delayed or continuous basis pursuant to Rule 415 under the Securities      
Act of 1933 ("Securities Act"), other than securities offered only in           
connection with dividend or reinvestment plans, check the                       
following box.[X]                                                               

If this form is filed to register additional securities for an offering         
pursuant to Rule 462(b) under the Securities Act, please check the              
following box and list the Securities Act registration statement number         
of the earlier effective registration statement for the same offering.[ ]       

If this form is a post-effective amendment filed pursuant to 462(c)             
under the Securities Act, check the following box and list the Securities       
Act registration number of the earlier effective registration statement         
for the same offering.[ ]                                                       

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. [ ]                                             
_____________________________________________________________________           

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iiiCALCULATION OF REGISTRATION FEE                                 
===========================================================================     
Title of Each                    Proposed       Proposed       Amount of        
Class of                         Maximum        Maximum        Registration     
Securities to be  Amount to be   Offering Price Aggregate      Fee              
Registered (1)    Registered (2) Per Share      Offering Price                  
================  ============== ============== ============== ============     
Common Stock (4)  5,000,000      $2.16(3)       $10,800,000    $993.60          
---------------------------------------------------------------------------     
Common Stock(5)     499,996           (7)                (7)        (7)         
---------------------------------------------------------------------------     
Warrants (6)        499,996           (7)       $ 8,133,304    $748.26          
---------------------------------------------------------------------------     
Total                                                                           
Registration Fee                                              $1,741.86         
===========================================================================     
(1)     This Registration Statement covers offers, sales and other              
distributions of the securities listed in this table from time to time          
at prices to be determined, as well as common stock issuable upon the           
exercise of warrants so offered or sold.                                        

(2)     Pursuant to Rule 416 of the Securities Act of 1933, there are           
also being registered an indeterminate number of additional shares of           
common stock as may become issuable upon exercise of warrants to                
prevent dilution resulting from stock splits, stock dividends or                
similar transactions.                                                           

(3)     Estimated solely for the purpose of computing the registration          
fee in accordance with Rules 457(c) of the Securities Act by multiplying        
(1) 5,000,000, the maximum number of shares of common stock of the              
Registrant to be offered and issued by Hemispherx, by (2) $2.16 the             
average of the high and low sales prices of the shares of common                
stock of the Registrant reported on the American Stock Exchange on              
January 10, 2003.                                                               

(4)     Represents common stock offered by Hemispherx.                          

(5)     Represents 499,992 shares of our common stock issuable upon             
exercise of warrants held by selling stockholders.                              

(6) Warrants held by selling stockholders.                                      

(7) Estimated solely for the purpose of computing the registration              
fee in accordance with Rule 457(i) of the Securities Act.                       

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ivThe Registrant hereby amends this registration statement on the date            
or dates as may be necessary to delay its effective date until the              
Registrant shall file a further amendment which specifically states             
that this registration statement shall thereafter become effective              
in accordance with Section 8(a) of the Securities Act of 1933, as               
amended, or until the registration statement shall become effective             
on a date as the Securities and Exchange Commission, acting pursuant            
to said Section 8(a), may determine.                                            

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1
The information in this prospectus is not complete and may be amended.          
Neither we nor the selling stockholders may sell these securities until the     
registration statement filed with the Securities and Exchange Commission        
is effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where an offer     
or sale is not permitted.                                                       

Subject to Completion             
Preliminary Prospectus Dated January 14, 2003           

HEMISPHERX BIOPHARMA, INC.          

499,996 warrants and the common stock issuable upon exercise of             
these warrants and 5,000,000 Shares of Common Stock         
________________________________________          

The selling stockholders or their transferees, pledgees, donees or              
successors may sell, from time to time, in one or more transactions:            

* 499,996 warrants to purchase shares of our common stock; and                  
* 499,996 shares of common stock issuable upon exercise of these warrants.      

We may sell, from time to time, in one or more offerings up to                  
5,000,000 shares of our common stock.  We will provide specific terms           
of with regard to the offerings, including the offering prices, in              
supplements to this prospectus. The supplements may also add, update or         
change information contained in this prospectus. You should read this           
prospectus and any supplements carefully before you invest.                     

We will not receive proceeds from the resale of our stockholder's               
shares issuable upon exercises of their warrants; however, we will receive      
proceeds from our sale of up to 5,000,000 shares of common stock and            
from the exercise of our warrants by the selling stockholders or their          
transferees, pledges, donees or successors, if and when they exercise           
their warrants.                                                                 

We may offer our shares directly or through underwriters, agents or             
dealers. The supplements to this prospectus will describe the terms of any      
particular plan of distribution, including any underwriting arrangements.       
_________________________________________                       

Please see the risk factors beginning on page 4 to read about                   
certain factors you should consider before buying shares of common              
stock.                                                                          
_________________________________________                       
Hemispherx's common stock is listed on the American Stock                       
Exchange under the symbol HEB.  The reported last sale price on the             
American Stock Exchange on January 10, 2003 was $2.17.                          

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2The mailing address of our principal executive offices is 1617 JFK              
Boulevard, Philadelphia, Pennsylvania, 19103, and our telephone number          
is 215-988-0080.                                                                

Neither the Securities and Exchange Commission nor any state                    
securities commission has approved or disapproved of these securities or        
determined that this prospectus is truthful or complete.  Any                   
representation to the contrary is a criminal offense.                           

The date of this prospectus is January 14, 2003                 

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3
Prospectus Summary                        

Because this is a summary, it may not contain                   
all information that may be important to you.  You                              
should read this entire prospectus, including the                               
information incorporated by reference and the financial                         
data and related notes, before making an investment                             
decision.  When used in this prospectus, the terms                              
"we," "our" and "us" refer to Hemispherx and not to                             
the selling stockholders.                                                       

About Hemispherx                          

In the course of almost three decades, we have                  
established a strong foundation of laboratory, pre-                             
clinical and clinical data with respect to the                                  
development of nucleic acids to enhance the natural                             
antiviral defense system of the human body and the                              
development of therapeutic products for the treatment                           
of chronic diseases.  Our strategy is to obtain the                             
required regulatory approvals which will allow the                              
progressive introduction of Ampligenr (our proprietary                          
drug) for treating Myalgic Encephalomyelitis/ Chronic                           
Fatigue Syndrome ("ME/CFS"), HIV, Hepatitis C                                   
("HCV") and Hepatitis B ("HBV") in the U.S., Canada                             
Europe and Japan.  Ampligenr is currently in phase III                          
clinical trials in the U.S. for use in treatment of                             
ME/CFS and is in Phase IIb Clinical Trials in the U.S.                          
for the treatment of newly emerged multi-drug                                   
resistant HIV, and for the induction of cell mediated                           
immunity in HIV patients that are under control using                           
potentially toxic drug cocktails.                                               

Our proprietary drug technology utilizes                        
specifically configured ribonucleic acid ("RNA") and is                         
protected by more than 350 patents worldwide, with                              
over 80 additional patent applications pending to                               
provide further proprietary protection in various                               
international markets.  Certain patents apply to the use                        
of Ampligenr alone and  certain patents apply to the                            
use of Ampligenr in combination with certain other                              
drugs.  Some compositions of matter patents pertain to                          
other new medications, which have a similar                                     
mechanism of action.                                                            

We were incorporated in Maryland in 1966                        
under the name HEM Research, Inc., and originally                               
served as a supplier of research support products.  Our                         
business was redirected in the early 1980's to the                              
development of nucleic acid pharmaceutical technology                           
and the commercialization of RNA drugs.  We were                                
reincorporated in Delaware and changed our name to                              
HEM Pharmaceutical Corp., in 1991 and to Hemispherx                             
Biopharma, Inc., in June 1995.  We have three                                   
domestic subsidiaries `BioPro Corp., BioAegean Corp.,                           
and Core BioTech Corp., all of which are incorporated                           
in Delaware.  Our foreign subsidiaries include                                  
Hemispherx Biopharma Europe N.V./S.A. established in                            
Belgium in 1998 and Hemispherx Biopharma Europe                                 
S.A. incorporated in Luxembourg in 2002.  Our                                   

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4principal executive offices are located at One Penn                             
Center, 1617 JFK Boulevard, Philadelphia,                                       
Pennsylvania 19103, and its telephone number is 215-                            
988-0080.                                                                       

Recent Developments                                                             

On March 20, 2002, our European Subsidiary                      
Hemispherx Biopharma Europe, S.A. ("Hemispherx,                                 
S.A.") entered into a Sales and Distribution agreement                          
with Laboratorios Del Dr. Esteve S.A. ("Esteve").                               
Pursuant to the terms of the agreement, Esteve was                              
granted the exclusive right to market Ampligenr in                              
Spain, Portugal and Andorra for the treatment of                                
Myalgic/Chronic Fatigue Syndrome ("ME/CFS").  In                                
addition to other terms and other projected payments,                           
Esteve paid an initial and non-refundable fee of                                
625,000 Euros (approximately $545,000) to                                       
Hemispherx S.A. on April 24, 2002.  Esteve is to pay a                          
fee of 1,000,000 Euros after U.S. Food and Drug                                 
Administration  approval of Ampligenr for the treatment                         
of ME/CFS and a fee of 1,000,000 Euros upon Spain's                             
approval of the final marketing authorization for using                         
Ampligenr for the treatment of ME/CFS.  Also, Esteve                            
purchased 1,000,000 Euros of Hemispherx S.A.'s                                  
convertible preferred equity certificates. These                                
securities pay a 7% dividend and were to be converted                           
into 1.14% of the outstanding common stock of                                   
Hemispherx S.A. upon the earlier of the completion of                           
an initial public offering ("IPO") on a European stock                          
exchange or September 30, 2003. However, at our                                 
request, on January 10,2003, Esteve agreed to                                   
convert the preferred equity certificates into our                              
common stock. The conversion rate will be 300 shares                            
of our common stock for each 1,000 Euros convertible                            
preferred certificate.                                                          

Risk Factors                                                                    

Special Note Regarding Forward-Looking Statements                               

Certain statements in this document constitute                  
"forwarding-looking statements" within the meaning of                           
Section 27A of the Securities Act of 1933, as                                   
amended, and Section 21E of the Securities and                                  
Exchange Act of 1995 (collectively, the "Reform Act").                          
Certain, but not necessarily all, of such forward-looking                       
statements can be identified by the use of forward-                             
looking terminology such as "believes," "expects,"                              
"may," "will," "should," or "anticipates" or the                                
negative thereof or other variations thereon or                                 
comparable terminology, or by discussions of strategy                           
that involve risks and uncertainties.  All statements                           
other than statements of historical fact, included in this                      
prospectus regarding our financial position, business                           
strategy and plans or objectives for future operations                          
are forward-looking statements.  Without limiting the                           
broader description of forward-looking statements                               
above, we specifically note that statements regarding                           
potential drugs, their potential therapeutic effect, the                        
possibility of obtaining regulatory approval, our ability                       

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5to manufacture and sell any products, market                                    
acceptance or our ability to earn a profit from sales or                        
licenses of any drugs or our ability to discover new                            
drugs in the future are all forward-looking in nature.                          

Such forward-looking statements involve known                                   
and unknown risks, uncertainties and other factors,                             
including but not limited to, the risk factors discussed                        
below, which may cause the actual results,                                      
performance or achievements of Hemispherx and its                               
subsidiaries to be materially different from any future                         
results, performance or achievements expressed or                               
implied by such forward-looking statements and other                            
factors referenced in this prospectus.  We do not                               
undertake and specifically declines any obligation to                           
publicly release the results of any revisions which may                         
be made to any forward-looking statement to reflect                             
events or circumstances after the date of such                                  
statements or to reflect the occurrence of anticipated                          
or unanticipated events.                                                        

The following cautionary statements identify                    
important factors that could cause our actual result to                         
differ materially form those projected in the forward-                          
looking statements made in this Prospectus.  Among                              
the key factors that have a direct bearing on our                               
results of operations are:                                                      

No assurance of successful product development of                               
Ampligen                                                                        

The development of Ampligen and our other                       
products is subject to a number of significant risks.                           
Ampligen may be found to be ineffective or to have                              
adverse side effects, fail to receive necessary                                 
regulatory clearances, be difficult to manufacture on a                         
commercial scale, be uneconomical to market or be                               
precluded from commercialization by proprietary right                           
of third parties.  Our products are in various stages of                        
clinical and pre-clinical development and, require                              
further clinical studies and appropriate regulatory                             
approval processes before any such products can be                              
marketed.  We do not know when, or if ever,                                     
Ampligen or our other products will be generally                                
available for commercial sale for any indication.                               
Generally, only a small percentage of potential                                 
therapeutic products are eventually approved by the                             
U.S. Food and Drug Administration ("FDA") for                                   
commercial sale.                                                                

Our drug and related technologies are investigational                           
and subject to regulatory approval.                                             

All of our drugs and associated technologies are                
investigational and must receive prior regulatory                               
approval by appropriate regulatory authorities for                              
general use and are currently legally available only                            
through clinical trials with specified disorders. Our                           
principal development efforts are currently focused on                          
Ampligen, which has not been approved for                                       
commercial use. Our products, including Ampligen,                               

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6are subject to extensive regulation by numerous                                 
governmental authorities in the U.S. and other                                  
countries, including, but not limited to, the FDA  in the                       
U.S., the Health Protection Branch("HPB ") of Canada,                           
and the European Medical Evaluation Agency ("EMEA")                             
in Europe. Obtaining regulatory approvals is a rigorous                         
and lengthy process and requires the expenditure of                             
substantial resources. In order to obtain final regulatory                      
approval of a new drug, we must demonstrate to the                              
satisfaction of the regulatory agency that the product                          
is safe and effective for its intended uses and that we                         
are capable of manufacturing the product to the                                 
applicable regulatory standards.  We require regulatory                         
approval in order to market Ampligen or any other                               
proposed product and receive product revenues or                                
royalties.  We cannot assure you that the drug will                             
ultimately be demonstrated to be safe or efficacious. In                        
addition, while Ampligen is authorized for use in                               
clinical trials in the United States and other countries,                       
we cannot assure you that additional clinical trial                             
approvals will be authorized in the United States or in                         
other countries, in a timely fashion or at all, or that we                      
will complete these clinical trials. If Ampligen or one                         
of our other products does not receive regulatory                               
approval in the U.S. or elsewhere, our operations will                          
be materially adversely effected.                                               

We may continue to incur substantial losses and our                             
future profitability is uncertain.                                              

We began operations in 1966 and last reported                   
net profit from 1985 through 1987.  Since 1987, we                              
have incurred substantial operating losses, as we                               
pursued our clinical trial effort and expanded our                              
efforts in Europe.   As of September 30, 2002 our                               
accumulated deficit was approximately $97,662,000.                              
We have not yet generated significant revenues from                             
our products and may incur substantial and increased                            
losses in the future.  We cannot assure that we will                            
ever achieve significant revenues from product sales or                         
become profitable. We require, and will continue to                             
require, the commitment of substantial resources to                             
develop our products.  We cannot assure that our                                
product development efforts will be successfully                                
completed or that required regulatory approvals will be                         
obtained or that any products will be manufactured                              
and marketed successfully, or profitability.                                    

We will require additional financing  which may not be                          
available.                                                                      

The development of our products will require the                
commitment of substantial resources to conduct the                              
time-consuming research, preclinical development, and                           
clinical trials that are necessary to bring pharmaceutical                      
products to market. Based on our current operating                              
plan, we anticipate receipt of limited revenues and                             
proceeds from the sales of Ampligen under the Cost                              
Recovery Clinical Programs and holders of non-public                            
warrants exercising their warrants from time to time.                           
We believe these proceeds and the cash on hand will                             
be sufficient to meet our capital requirements through                          
May, 2003. We will need to raise substantial additional                         

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7funds through additional equity or debt financing or                            
from other sources in order to complete the necessary                           
clinical trials and the regulatory approval processes and                       
begin commercializing its products. In this regard, we                          
have registered 5,000,000 shares for sale pursuant to                           
the registration statement that contains this                                   
prospectus.  There can be no assurances that we will                            
raise adequate funds from the sale of these shares or                           
that our non-public warrants will be exercised or that                          
we will raise any proceeds from other possible equity                           
financing, which may have a material effect on our                              
ability to develop our products. Moreover, should the                           
value of our common equity securities owned by non-                             
affiliates fall below $75,000,000, we will not be able                          
to sell the above mentioned shares that we have                                 
registered.                                                                     

No regulatory agency has approved the full commercial                           
sale of any of our products.                                                    

We cannot assure you that Ampligen or any of                    
our products being developed will ultimately be                                 
demonstrated to be safe or efficacious.  While                                  
Ampligen is authorized for use in clinical trials in the                        
United States and various other countries, we cannot                            
assure you that additional clinical trial approvals will be                     
authorized in the United States, or in other countries in                       
a timely fashion or at all or that we will complete these                       
clinical trials. If Ampligen or one of our other products                       
does not receive regulatory approval in the United                              
States or elsewhere, our operations will be significantly                       
affected.                                                                       

We may not be profitable unless we can protect our                              
patents and/or receive approval for additional pending                          
patents.                                                                        

We need to preserve and acquire enforceable                     
patents covering the use of Ampligen  for a particular                          
disease in order to obtain exclusive rights for the                             
commercial sale of Ampligen for such disease. Our                               
success depends, in large part, on our ability to                               
preserve and obtain patent protection for our products                          
and to obtain and preserve our trade secrets and                                
expertise. We have been issued certain patents                                  
including those on the use of Ampligen and                                      
Ampligen in combination with certain other drugs for                            
the treatment of HIV.  We also have  been issued                                
patents on the use of Ampligen in combination with                              
certain other drugs for the treatment of chronic                                
hepatitis B virus, chronic hepatitis C virus, and a patent                      
which affords protection on the use of Ampligen in                              
patients with chronic fatigue syndrome.  We have not                            
yet been issued any patents in the United States for                            
the use of Ampligen? as a sole treatment for any of                             
the cancers which we have sought to target. We                                  
cannot assure you that any of these applications will                           
be approved or that our competitors will not seek and                           
obtain patents regarding the use of Ampligen in                                 
combination with various other agents, for a particular                         
target indication prior to us.  If we cannot protect our                        
patents covering the use of Ampligen for a particular                           

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8disease, or obtain additional pending patents, we may                           
not be able to successfully market Ampligen.                                    

The patent position of biotechnology and                                        
pharmaceutical  firms is highly uncertain and involves                          
complex legal and factual questions.                                            

To date, no consistent policy has emerged                       
regarding the breadth of protection afforded by                                 
pharmaceutical and biotechnology patents. There can                             
be no assurance that new patent applications relating                           
to our products or technology will result in patents                            
being issued or that, if issued, such patents will afford                       
meaningful protection against competitors with similar                          
technology. It is generally anticipated that there may                          
be significant litigation in the industry regarding patent                      
and intellectual property rights. Such litigation could                         
require substantial resources from us and we may not                            
have the financial resources necessary to enforce the                           
patent rights that we hold. No assurance can be made                            
that our patents will provide competitive advantages                            
for our products or will not be successfully challenged                         
by competitors. No assurance can be given that                                  
patents do not exist or could not be filed which would                          
have a materially adverse effect on our ability to                              
market our  products or to obtain or maintain any                               
competitive position the we may achieve with respect                            
to our  products. Our patents also may not prevent                              
others from developing competitive products using                               
related technology.                                                             

There can be no assurance that we will be able to                               
obtain necessary licenses if we cannot enforce patent                           
rights we may hold.                                                             

If we cannot enforce the patent rights we                       
currently hold we may be required to obtain licenses                            
from others to develop, manufacture or market our                               
products. There can be no assurance that we would be                            
able to obtain any such licenses on commercially                                
reasonable terms, if at all. We currently license certain                       
proprietary information from third parties, some of                             
which may have been developed with government                                   
grants under circumstances where the government                                 
maintained certain rights with respect to the                                   
proprietary information developed. No assurances can                            
be given that such third parties will adequately enforce                        
any rights they may have or that the rights, if any,                            
retained by the government will not adversely affect                            
the value of our license. Certain of our know-how and                           
technology is not patentable, particularly the                                  
procedures for the manufacture of our drug product                              
which are carried out according to  standard operating                          
procedure manuals.                                                              

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9We may not be profitable unless we can produce                                  
Ampligen or other products in commercial quantities                             
at costs acceptable to us.                                                      

We have never produced Ampligen or any other                    
products in large commercial quantities.  Ampligen is                           
currently produced for use in clinical trials.  We must                         
manufacture our products in compliance with                                     
regulatory requirements in large commercial quantities                          
and at acceptable costs in order for us to be profitable.                       
We intend to utilize third-party manufacturers and/or                           
facilities if and when the need arises or, if we are                            
unable to do so, to build or acquire commercial-scale                           
manufacturing facilities.  If we cannot manufacture                             
commercial quantities of Ampligen or enter into third                           
party agreements for its manufacture at costs                                   
acceptable to us, our operations will be significantly                          
affected.                                                                       

If our distributors do not market our product                                   
successfully, we may not                                                        
generate significant revenues or become profitable.                             

We have limited marketing and sales capability.                 
We need to enter into marketing agreements and third                            
party distribution agreements for our products in order                         
to generate significant revenues and become profitable.                         
To the extent that we enter into co-marketing or other                          
licensing arrangements, any revenues received by us                             
will be dependent on the efforts of third parties, and                          
there is no assurance that these efforts will be                                
successful.  Our agreement with Gentiva Health                                  
Services offers the potential to provide significant                            
marketing and distribution capacity in the United                               
States while licensing and marketing agreements with                            
certain foreign firms should provide an adequate sales                          
force in South America, Africa, United Kingdom,                                 
Australia and New Zealand, Canada, Austria, Spain and                           
Portugal.                                                                       

We cannot assure that our domestic or our                       
foreign marketing partners will be able to successfully                         
distribute our products, or that we will be able to                             
establish future marketing or third party distribution                          
agreements on terms acceptable to us, or that the cost                          
of establishing these arrangements will not exceed any                          
product revenues. The failure to continue these                                 
arrangements or to achieve other such arrangements on                           
satisfactory terms could have a materially adverse                              
effect on us.                                                                   

Ampligen safety profile and Scientific Literature.                              

We believe that Ampligen has been generally                   
well tolerated with a low incidence of clinical toxicity,                       
particularly given the severely debilitating or life                            
threatening diseases that have been treated. A mild                             
flushing reaction has been observed in approximately                            
15% of patients treated in our various studies. This                            
reaction is occasionally accompanied by erythema, a                             
tightness of the chest, tachycardia, anxiety, shortness                         
of breath, subjective reports of ''feeling hot,'' sweating                      

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10and nausea. The reaction is usually infusion-rate related                       
and can generally be controlled by slowing the infusion                         
rate. Other adverse side effects include liver enzyme                           
level elevations, diarrhea, itching, urticaria (swelling of                     
the skin), bronchospasm, hypotension, photophobia,                              
rash, bradycardia, transient visual disturbances,                               
transient arrhythmias, decreased visual activity in                             
platelets and white blood cell counts, anemia, dizziness,                       
confusion, elevation of kidney function tests, occasional                       
temporary hair loss and various flu-like symptoms,                              
including fever, chills, fatigue, muscular aches, joint                         
pains, headaches, nausea and vomiting. These flu-like                           
side effects typically subside within several months.                           
One or more of the potential side effects might deter                           
usage of Ampligen in certain clinical situations and                            
therefore, could adversely effect potential revenues and                        
physician/patient acceptability of our product.                                 

There is no assurance that successful manufacture of a                          
drug on a limited scale basis for investigational use will                      
lead to a successful transition to commercial, large-                           
scale production.                                                               

Small changes in methods of manufacturing may                   
affect the chemical structure of Ampligen and other                             
RNA drugs, as well as their safety and efficacy.                                
Changes in methods of manufacture, including                                    
commercial scale-up may affect the chemical structure                           
of Ampligen? and, can, among other things, require                              
new clinical studies and affect orphan drug status,                             
particularly, market exclusivity rights , if any, under the                     
Orphan Drug Act.  The transition from limited                                   
production of pre-clinical and clinical research quantities                     
to production of commercial quantities of our products                          
will involve distinct management and technical                                  
challenges and will require additional management and                           
technical personnel and capital to the extent such                              
manufacturing is not handled by third parties.  There                           
can be no assurance that our manufacturing will be                              
successful or that any given product will be determined                         
to be safe and effective, capable of being manufactured                         
economically in commercial quantities or successfully                           
marketed.                                                                       

Rapid technological change may render our products obsolete                     
or non-competitive.                                                             

The pharmaceutical and biotechnology industries                 
are subject to rapid and substantial technological                              
change. Technological competition from pharmaceutical                           
and biotechnology companies, universities,                                      
governmental entities and others diversifying into the                          
field is intense and is expected to increase. Most of                           
these entities have significantly greater research and                          
development capabilities than us, as well as substantial                        
marketing, financial and managerial resources, and                              
represent significant competition for us. There can be                          
no assurance that developments by others will not                               
render our  products or technologies obsolete or                                
noncompetitive or that we will be able to keep pace                             
with technological developments.                                                

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11Our products are subject to substantial competition.                            

Competitors have developed or are in the process                
of developing technologies that are, or in the future may                       
be, the basis for competitive products. Some of these                           
products may have an entirely different approach or                             
means of accomplishing similar therapeutic effects to                           
products being developed by us. These competing                                 
products may be more effective and less costly than our                         
products. In addition, conventional drug therapy,                               
surgery and other more familiar treatments will offer                           
competition to our products. Furthermore, many of our                           
competitors have significantly greater experience than                          
us in pre-clinical testing and human clinical trials of                         
pharmaceutical products and in obtaining FDA, HPB and                           
other regulatory approvals of products. Accordingly, our                        
competitors may succeed in obtaining FDA,HPB or other                           
regulatory product approvals more rapidly than us.  If                          
any of our products receive regulatory approvals and we                         
commence commercial sales of our products, we will                              
also be competing with respect to manufacturing                                 
efficiency and marketing capabilities, areas in which we                        
have limited experience. Our competitors may possess                            
or obtain patent protection or other intellectual property                      
rights that prevent, limit or otherwise adversely affect                        
our ability to develop or exploit our products.                                 

We have limited manufacturing experience and capacity.                          

Ampligen is currently produced only in limited                  
quantities for use in our clinical trials and we are                            
dependent upon certain third party suppliers for key                            
components of our products and for substantially all of the                     
production process. The failure to continue these                               
arrangements or to achieve other such arrangements on                           
satisfactory terms could have a material adverse affect on                      
us. Also, to be successful, our products must be                                
manufactured in commercial quantities in compliance with                        
regulatory requirements and at acceptable costs. To the                         
extent we are involved in the production process, our                           
current facilities are not adequate for the production of our                   
proposed products for large-scale commercialization, and                        
we currently do not have adequate personnel to conduct                          
commercial-scale manufacturing.  We intend to utilize                           
third-party facilities if and when the need arises or, if we                    
are unable to do so, to build or acquire commercial-scale                       
manufacturing facilities.  We will need to comply with                          
regulatory requirements for such facilities, including those of                 
the FDA and HPB pertaining to current Good Manufacturing                        
Practices ("cGMP") regulations. There can be no assurance                       
that such facilities can be used, built, or acquired on                         
commercially acceptable terms, or that such facilities, if                      
used, built, or acquired, will be adequate for our long-term                    
needs.                                                                          

We may be subject to product liability claims from the use                      
of Ampligen or other of our products which could negatively                     
affect our future operations.                                                   

We face an inherent business risk of exposure to                
product liability claims in the event that the use of                           
Ampligen or other of our products results in adverse                            

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12effects.  This liability might result from claims made                          
directly by patients, hospitals, clinics or other                               
consumers, or by pharmaceutical companies or others                             
manufacturing these products on our behalf.  Our future                         
operations may be negatively effected from the                                  
litigation costs, settlement expenses and lost product                          
sales inherent to these claims.  While we will continue                         
to attempt to take appropriate precautions, we cannot                           
assure that we will avoid significant product liability                         
exposure. Although we currently maintain worldwide                              
product liability insurance coverage, there can be no                           
assurance that this insurance will provide adequate                             
coverage against product liability claims.   A successful                       
product liability claim against us in excess of our                             
insurance coverage or for which coverage is not                                 
provided could have a negative effect on our business                           
and financial condition.                                                        

Members of our Scientific Advisory Board may have conflicting                   
interests and may disclose  data and technical know how to our                  
competitors.                                                                    

All of our Scientific Advisory Board members are                
employed by other entities, which may include our                               
competitors.  Although we require each of our Scientific                        
Advisory Board members to sign a non-disclosure and                             
non-competition agreement with respect to the data and                          
information that he or she receives from us, we cannot                          
assure you that members will abide by them.  If a                               
member were to reveal this information to outside                               
sources, accidentally or otherwise, our operations could                        
be negatively effected.  Since our business depends in                          
large part on our ability to keep our technical expertise                       
confidential, any revelation of this information to a                           
competitor or other source could have an adverse effect                         
on our operations.                                                              

There is no guarantee that our trade secrets will not be                        
disclosed or known by our competitors.                                          

To protect our rights, we require certain                       
employees and consultants to enter into confidentiality                         
agreements with us. There can be no assurance that                              
these agreements will not be breached, that we would                            
have adequate and enforceable remedies for any                                  
breach, or that any trade secrets of ours will not                              
otherwise become known or be independently                                      
developed by competitors.                                                       

The loss of Dr. Carter's services could hurt our chances                        
for success.                                                                    

Our success is dependent on the continued                       
efforts of Dr. William A. Carter because of his position                        
as a pioneer in the field of nucleic acid drugs, his being                      
the co-inventor of Ampligen, and his knowledge of our                           
overall activities, including patents, clinical trials,                         
corporate relationships and relationships with                                  
governmental agencies which regulate our business.                              
The loss of Dr. Carter's services could have a material                         
adverse effect on our operations and chances for                                
success.  While we have an employment agreement                                 

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13with Dr.  Carter, and have secured key man life                                 
insurance in the amount of $2 million on the life of Dr.                        
Carter, the loss of Dr. Carter or other personnel, or the                       
failure to recruit additional personnel as needed could                         
have a materially adverse effect on our ability to                              
achieve our objectives.                                                         

Uncertainty of health care reimbursement for our products.                      

Our ability to successfully commercialize our                   
products will depend, in part, on the extent to which                           
reimbursement for the cost of such products and related                         
treatment will be available from government health                              
administration authorities, private health coverage                             
insurers and other organizations. Significant uncertainty                       
exists as to the reimbursement status of newly                                  
approved health care products, and from time to time                            
legislation is proposed,  which, if adopted, could further                      
restrict the prices charged by and/or amounts                                   
reimbursable to manufacturers of pharmaceutical                                 
products.  We cannot predict what, if any, legislation                          
will ultimately be adopted or the impact of such                                
legislation on us.  There can be no assurance that third                        
party insurance companies will allow us to charge and                           
receive payments for products sufficient to realize an                          
appropriate return on our investment in product                                 
development.                                                                    

There are risks of liabilities associated with handling and                     
disposing of Hazardous materials.                                               

Our business involves the controlled use of                     
hazardous materials, carcinogenic chemicals and various                         
radioactive compounds. Although we believe that our                             
safety procedures for handling and disposing of such                            
materials comply in all material respects with the                              
standards prescribed by applicable regulations, the risk                        
of accidental contamination or injury from these                                
materials cannot be completely eliminated. In the event                         
of such an accident or the failure to comply with                               
applicable regulations, we could be held liable for any                         
damages that result, and any such liability could be                            
significant. We do not maintain insurance coverage                              
against such liabilities.                                                       

The market price of our stock may be adversely                                  
affected by market volatility.                                                  

The market price of our common stock has been                                   
and is likely to be volatile. In  addition to general                           
economic, political and market conditions, the price and                        
trading  volume of our stock could fluctuate widely in                          
response to many factors, including:                                            

* announcements of the results of clinical trials by us or                      
our competitors;                                                            
* adverse reactions to products;                                                

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14* governmental approvals, delays in expected                                    
governmental approvals or withdrawals of  any prior                         
governmental approvals or public or regulatory agency                       
concerns regarding the  safety or effectiveness of our                      
products;                                                                   
* changes in U.S. or foreign regulatory policy during the                       
period of product development;                                              
* developments in patent or other proprietary rights,                           
including any third party challenges of  our intellectual                   
property rights;                                                            
* announcements of technological innovations by us or                           
our competitors;                                                            
* announcements of new products or new contracts by                             
us or our competitors;                                                      
* actual or anticipated variations in our operating results                     
due to the level of development expenses and other                          
factors;                                                                    
* changes in financial estimates by securities analysts and                     
whether our earnings meet or  exceed the estimates;                         
* conditions and trends in the pharmaceutical and other                         
industries;                                                                 
* new accounting standards; and                                                 
* the occurrence of any of the risks described in these                         
"Risk Factors."                                                             

Our common stock is listed for quotation on the                                 
American Stock Exchange. For the 12-month period                                
ended December 31, 2002, the price of our common                                
stock has ranged from $0.74 to $4.95.  We expect the                            
price of our common stock to remain volatile. The                               
average daily trading volume in our common stock                                
varies significantly. Our relatively low average volume                         
and low average number of transactions per day may                              
affect the ability of our stockholders to sell their shares                     
in the public market at prevailing prices and a more                            
active market may never develop.                                                

In the past, following periods of volatility in the market                      
price of the securities of companies in our industry,                           
securities class action litigation has often been                               
instituted against companies in our industry. If we face                        
securities litigation in the future, even if without merit                      
or unsuccessful, it would result in substantial costs and                       
a diversion of management attention and resources,                              
which would negatively impact our business.                                     

Provisions of our Certificate of Incorporation and                              
Delaware law could defer a                                                      
change of our management which could discourage or                              
delay offers to acquire us.                                                     

Provisions of our Certificate of Incorporation and                              
Delaware law may make it more difficult for someone to                          
acquire control of us or for our stockholders to remove                         
existing management, and might discourage a third                               
party from offering to acquire us, even if a change in                          
control or in management would be beneficial to our                             
stockholders. For example, our Certificate of                                   
Incorporation allows us to issue shares of preferred                            
stock without any vote or further action by our                                 
stockholders. Our Board of Directors has the authority                          
to fix and determine the relative rights and preferences                        

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15of preferred stock. Our Board of Directors also has the                         
authority to issue preferred stock without further                              
stockholder approval. As a result, our Board of Directors                       
could authorize the issuance of a series of preferred                           
stock that would grant to holders the preferred right to                        
our assets upon liquidation, the right to receive dividend                      
payments before dividends are distributed to the holders                        
of common stock and the right to the redemption of the                          
shares, together with a premium, prior to the                                   
redemption of our common stock. In addition, our Board                          
of Directors, without further stockholder approval, could                       
issue large blocks of preferred stock.                                          

Because the risk factors referred to above could                
cause actual results or outcomes to differ materially                           
from those expressed in any forward-looking                                     
statements made by us, you should not place undue                               
reliance on any such forward-looking statements.                                
Further, any forward-looking statement speaks only as                           
of the date on which it is made and we undertake no                             
obligation to update any forward-looking statement or                           
statements to reflect events or circumstances after the                         
date on which such statement is made or reflect the                             
occurrence of unanticipated events.  New factors                                
emerge from time to time, and it is not possible for us                         
to predict which will arise.  In addition, we cannot                            
assess the impact of each factor on our business or                             
the extent to which any factor, or combination of                               
factors, may cause actual results to differ materially                          
from those contained in any forward-looking                                     
statements. Our research in clinical efforts may                                
continue for the next several years and we may                                  
continue to incur losses due to clinical costs incurred in                      
the development of Ampligen for commercial                                      
application. Possible losses may fluctuate from quarter                         
to quarter as a result of differences in the timing of                          
significant expenses incurred and receipt of licensing                          
fees and/or cost recovery treatment revenues in                                 
Europe, Canada and in the United States.                                        

Legal Proceedings                                                               

On September 30, 1998, we filed a multi-count                                   
complaint against Manuel P. Asensio, Asensio &                                  
Company, Inc. ("Asensio"). The action included claims                           
of defamation, disparagement, tortuous interference                             
with existing and prospective business relations and                            
conspiracy, arising out of the Asensio's false and                              
defamatory statements. The complaint further alleged                            
that Asensio defamed and disparaged us in furtherance                           
of a manipulative, deceptive and unlawful short-selling                         
scheme in August and September, 1998. In 1999,                                  
Asensio filed an answer and counterclaim alleging that                          
in response to Asensio's strong sell recommendation                             
and other press releases, we made defamatory                                    
statements about Asensio. We denied the material                                
allegations of the counterclaim. In July 2000, following                        
dismissal in federal court for lack of subject matter                           
jurisdiction, we transferred the action to the                                  
Pennsylvania State Court. In March 2001, the                                    
defendants responded to the complaints as amended                               

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16and a trial commenced on January 30, 2002. A jury                               
verdict disallowed the claims against the defendants                            
for defamation and disparagement and the court                                  
granted us a directed verdict on the counterclaim. On                           
July 2, 2002 the Court entered an order granting us a                           
new trial against Asensio for defamation and                                    
disparagement. Thereafter, Asensio appealed the                                 
granting of a new trial. This appeal is now pending in                          
the Superior Court of Pennsylvania.                                             

In June 2002, a former ME/CFS clinical trial                                    
patient and her husband filed a claim in the Superior                           
Court of New Jersey, Middlesex County, against us,                              
one of our clinical trial investigators and others alleging                     
that she was harmed in the ME/CFS clinical trial as a                           
result of negligence and breach of warranties. We                               
believe the claim is without merit and we are defending                         
the claim against us through our product liability                              
insurance carrier.                                                              

In June 2002, a former ME/CFS clinical trial                                    
patient in Belgium filed a claim in Belgium, against                            
Hemispherx Biopharma Europe, NV/SA, our Belgian                                 
subsidiary, and one of our clinical trial investigators                         
alleging that she was harmed in the Belgium ME/CFS                              
clinical trial as a result of negligence and breach of                          
warranties. We believe the claim is without merit and                           
we are defending the claim against us through our                               
product liability insurance carrier.                                            

In July 2002, we filed suit against Federal                                     
Insurance Company ("Federal") seeking (1) a judicial                            
order declaring our rights and the obligations of Federal                       
under the insurance policy Federal sold to us (2)                               
monetary damage for breach of contract resulting from                           
Federal's refusal to fully defend us in connection with                         
the Asensio litigation (3) monetary damages to                                  
compensate us for Federal's breach of its fiduciary duty                        
faith and dealing and (4) monetary damages, interest,                           
costs, and attorneys fees to compensate us for                                  
Federal's violation of the Pennsylvania Bad Faith                               
Statute. Our suit against Federal is now pending in the                         
United States District Court for the Eastern District of                        
Pennsylvania.                                                                   

Dividend Policy                                                                 

We have not paid any cash dividends since our                                   
inception and do not anticipate paying cash dividends                           
in the foreseeable future.                                                      

Selling Stockholders                                                            

This prospectus relates to the proposed sale by                                 
us, agent or agents designated by us, or certain                                
stockholders of                                                                 

* 499,996  warrants owned by the selling stockholders                           

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17* 499,996  shares of common stock underlying the selling                        
stockholders' warrants and,                                                 
* although not set forth in this part of the                                    
prospectus, this prospectus also relates to the                             
registration of the sale by us of 5,000,000 shares of                       
common stock.                                                               

The following table sets forth as of the date of                                
this prospectus  certain information with respect to the                        
selling stockholders. The information is based on                               
information provided by or on behalf of the selling                             
stockholders which include our Officers, Directors and                          
Employees. The selling stockholders may offer all,                              
some or none of their warrants and/or shares of our                             
common stock.                                                                   

We will not receive any of the proceeds from the                                
sale of the warrants or the resale of the shares of                             
common stock underlying the warrants, which are                                 
included in this registration statement, for which this                         
prospectus forms a part. We will however receive                                
proceeds from our sale of shares of common stock and                            
from the exercise of warrants, which are included in                            
this registration statement, for which this prospectus                          
forms a part. We believe, based on information                                  
supplied by the selling stockholders, that each of them                         
has sole voting and investment power with respect to                            
the shares of common stock owned by them or to be                               
owned by them upon exercise of their warrants.                                  

For purposes of estimating the number of shares                                 
of common stock to be registered for resale by this                             
prospectus, we include 499,996  shares, representing                            
100% of the shares of common stock issuable upon                                
the exercise of the selling stockholder's warrants,                             
without regard to any limitation on exercise.  The                              
fourth and fifth column below assumes the sale of all                           
of the shares offered by each selling stockholder.                              

Beneficial ownership is determined in                                           
accordance with the rules of the Securities and                                 
Exchange Commission and generally includes voting or                            
investment power with respect to securities. It also                            
includes shares of common stock which such person                               
has the right to acquire within 60 days.  Percentage                            
calculations are based upon 32,623,476 shares of our                            
common stock outstanding as of the date of the                                  
Prospectus.                                                                     

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18
   Securities                               Securities
Owned Prior         Securities           Owned  
       To Offering         Offered(1)           After Offering
===========  =================  ====================  ================= ===     
          Common
Name of                                   Stock                                 
Selling      Common                       Underlying  Common                    
Stockholder  Stock    Warrants  Warrants  Warrants    Stock   Warrants   %      
-----------  ------  ---------  --------- ----------  ------ ---------  ---     
Lawrence                                                                        
Zaslow         ---     233,332  158,332(2) 158,332      0      75,000(3) *      

Peter                                                                           
Adolph         ---     258,332  158,332(2) 158,332      0     100,000(3) *      

Mark                                                                            
Komorsky       ---     258,332  158,332(2) 158,332      0     100,000(3) *      

Paul                                                                            
Michaels       ---     100,000   25,000(4)  25,000      0      75,000(3) *      

---------------------------------------------------------------------------     

(1) Assumes the sale of all securities offered.                                 

(2) Consists of (i) 25,000 warrants exercisable at                              
$12.00 per share expiring May 31, 2005, (ii) 33,333                     
warrants exercisable at $10.00 per share, (iii) 33,333                  
warrants exercisable at $12.00 per share, (iv) 33,333                   
warrants exercisable at $14.00 per share and (v)                        
33,333 warrants exercisable at $16.00 per share with                    
all expiring on April 5, 2005.                                          

(3) Unexercised warrants which were previously registered.                      

(4) Consists of 25,000 warrants exercisable at                                  
$12.00 per share and expiring on May 31, 2005.                          

Use Of Proceeds                                                                 

Proceeds from the sale of up to 5,000,000 shares of                             
the common stock owned by us and the proceeds from                              
stockholders exercising some or all of the  499,996                             
warrants will be used to fund our research and                                  
development efforts and possible acquisitions.                                  

WHERE YOU CAN FIND MORE INFORMATION                                             

We file annual, quarterly and special reports,                                  
proxy statements and other information with the                                 
Securities and Exchange Commission. You may read                                
and copy any document we file at the Securities and                             
Exchange Commission's public reference rooms at 450                             
Fifth Street, N.W., Washington, D.C. 20549. Please                              

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19call the Securities and Exchange Commission at 1-800-                           
SEC-0330 for further information on the public                                  
reference rooms.  Many of our Securities and Exchange                           
Commission filings are also available to the public from                        
the Securities and Exchange Commission's Website at                             
"http://www.sec.gov."                                                           

We have filed with the Securities and Exchange                                  
Commission a registration statement (which contains                             
this prospectus) on Form S-3 under the Securities Act                           
of 1933. The registration statement relates to the                              
securities offered by us and by the selling                                     
stockholders.  This prospectus does not contain all of                          
the information set forth in the registration statement                         
and the exhibits and schedules to the registration                              
statement. Please refer to the registration statement                           
and its exhibits and schedules for further information                          
with respect to us, the common stock and the                                    
warrants. Statements contained in this prospectus as                            
to the contents of any contract or other document are                           
not necessarily complete and, in each instance, we                              
refer you to the copy of that contract or document                              
filed as an exhibit to the Registration Statement. You                          
may read and obtain a copy of the registration                                  
statement and its exhibits and schedules from the SEC,                          
as described in the preceding paragraph.                                        

INFORMATION INCORPORATED BY REFERENCE                                           

The Commission allows us to "incorporate by                                     
reference" the information that we file with them,                              
which means that we can disclose important                                      
information to you by referring you to those                                    
documents.  The information incorporated by reference                           
is considered to be part of this prospectus, and later                          
information that we file with the  Commission will                              
automatically update and supercede this information.                            
We incorporate  by reference the following documents                            
and any future filing made with the Commission under                            
Sections 13(a), 14 or 15(d) of the Securities Exchange                          
Act of 1934 until we and the selling stockholders sell                          
all the securities included in this prospectus:                                 

(a)      Our annual report on Form 10-K for our fiscal year                     
ended December 31, 2001.                                      

(b)      Our quarterly report on Form 10-Q for the quarterly                    
period ended March 31, 2002.                                  

(c)      Our quarterly report on Form 10-Q for the quarter                      
ended June 30, 2002.                                          

(d)      Our quarterly report on Form 10-Q for the quarterly                    
period ended September 30, 2002.                              

(e)      Our registration statement on Form 8-A filed with the                  
Commission on November 20, 2002.                              

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20(f)      Our proxy statement on schedule 14A for our                            
2002 annual meeting.                                          

(g)      A description of our common stock contained in our                     
registration statement on Form S-1, File No. 33-              
93314, and any amendment or report filed for the              
purpose of updating this description filed subsequent         
to the date of this prospectus and prior to the               
termination of this offering.                                 

(h)      all other reports filed by us with the SEC since                       
December 31, 2001 pursuant to sections 13(a) and              
15(d) of the Securities Exchange Act of 1934.                 

You may request a copy of these filings, at no                                  
cost, by writing or telephoning us at the following                             
address: Hemispherx Biopharma, Inc., 1617 JFK                                   
Boulevard, Philadelphia, Pennsylvania 19103,                                    
telephone number 215-988-0080.                                                  

You should rely only on the information                                         
incorporated by reference or provided in this                                   
prospectus or any supplement.  We have not                                      
authorized anyone else to provide you with different                            
information.  We and the selling stockholders will not                          
make offers to these shares in any state where the                              
offer is not permitted. You should not assume that the                          
information in this prospectus or any supplement is                             
accurate as of any date other that the date on the                              
front of those documents.                                                       

Description of Securities                                                       

The following section does not purport to be                                    
complete and is qualified in all respects by reference to                       
the detailed provisions of our certificate of                                   
incorporation and by-laws, as amended, copies of                                
which have been filed with the Securities and                                   
Exchange Commission.                                                            

Our authorized capital stock consist of: (i)                                    
50,000,000 shares of common stock, $.001 par                                    
value; and (ii) 5,000,000 shares of preferred stock,                            
.01 par value. 32,623,476 shares of common stock                                
were issued and outstanding as of the date of this                              
prospectus.  As of this date, there were approximately                          
331 record holders of our common stock not including                            
holders in street name. We estimate that there are                              
some 3,300 holders if you include shares held in street                         
name.                                                                           

Common Stock                                                                    

Shares of our common stock are entitled to one                                  
vote per share, either in person or by proxy, on all                            
matters that may be voted upon by the owners of our                             
shares at meetings of our stockholders.  There is no                            
provision for cumulative voting with respect to the                             
election of directors by the holders of common stock.                           

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21Therefore, the holder of more than 50% of our shares                            
of outstanding common stock can, if they choose to                              
do so, elect all of our directors.  In this event, the                          
holders of the remaining shares of common stock will                            
not be able to elect any directors.                                             

The holders of common stock:                                                    

* have equal rights to dividends from funds                                     
legally available therefore, when and if declared by our                    
board of directors;                                                         

* are entitled to share ratably in all of our                                   
assets available for distribution to holders of common                      
stock upon liquidation, dissolution or winding up of our                    
affairs; and                                                                

* do not have preemptive rights, conversion                                     
rights, or redemption of sinking fund provisions.                           

The outstanding shares of our common stock                                      
are duly authorized, validly issued, fully paid and                             
nonassessable.                                                                  

Preferred Stock.                                                                

Under our certificate of incorporation, as                                      
amended, our board of directors is authorized, subject                          
to certain limitations prescribed by law, without further                       
stockholder approval, from time to time to issue up to                          
an aggregate of 5,000,000 shares of preferred stock.                            
At this time, there are no preferred shares outstanding.                        

Warrants.                                                                       

We have issued the warrants to the selling                                      
stockholders at various times and over a period of                              
years primarily in private unregistered transactions.                           
The warrants are similar in form, terms and conditions.                         
Generally, the warrants materially differ from each                             
other only in the exercise price, duration of the                               
exercise period, and commencement and expiration                                
dates.                                                                          

The applicable prospectus supplement will                                       
describe, where applicable, the terms of each warrant                           
in respect to which this prospectus is being delivered.                         

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Plan of Distribution                                                            

By Selling Stockholders                                                         

The shares of our common stock offered by this                                  
prospectus may be sold from time to time by the                                 
selling stockholders, to purchasers directly by them in                         
one or more transactions at a fixed price, which may                            
be changed, or at varying prices determined at the time                         
of sale or at negotiated prices.  Such prices will be                           
determined by the holders of such securities or by                              
agreement between such holders and underwriters or                              
dealers who may receive fees or commissions in                                  
connection with such sales.                                                     

Each of the selling stockholders, may from time                                 
to time, offer shares of our common stock beneficially                          
owned by them through underwriters, dealers or                                  
agents, who may receive compensation in the form of                             
underwriting discounts, commissions or concessions                              
from the selling stockholders and the purchasers of the                         
shares for whom they may act as agent.  Each of the                             
selling stockholders will be responsible for payment of                         
commissions, concessions and discounts of                                       
underwriters, dealers or agents.  The aggregate                                 
proceeds to the selling stockholders, from the sale of                          
the shares of our common stock offered by them will                             
be the purchase price of such shares less discounts                             
and commissions, if any.  Each of the selling                                   
stockholders reserves the right to accept and, together                         
with their agents, from time to time to reject, in whole                        
or in part, any proposed purchase of shares to be made                          
directly or through agents.  Alternatively, the selling                         
stockholders may sell all or a portion of the shares of                         
our common stock beneficially owned by them and                                 
offered from time to time on any exchange on which                              
the securities are listed on terms to be determined at                          
the times of such sales.  The selling stockholders may                          
also make private sales directly or through a broker or                         
brokers.                                                                        

From time to time, the selling stockholders may                                 
transfer, pledge, donate or assign shares of our                                
common stock to lenders or others, and each of such                             
persons will be deemed to be a "selling stockholder"                            
for purposes of this prospectus.  The number of shares                          
beneficially owned by a selling stockholder who                                 
transfers, pledges, donates or assigns shares of our                            
common stock will decrease as and when they take                                
such actions.  The plan of distribution for shares sold                         
under this prospectus will otherwise remain                                     
unchanged, except that the transferees, pledgees,                               
donees other successors will be selling stockholders                            
under this prospectus and may sell their shares in the                          
same manner as the selling stockholders.                                        

A selling stockholder may enter into hedging                                    
transactions with broker-dealers, and the broker                                
dealers may engage in short sales of the shares of our                          
common stock in the course of hedging the positions                             
they assume with such selling stockholder, including in                         
connection with distribution of the shares of our                               

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23common stock by such broker-dealers.  In addition, a                            
selling stockholder may, from time to time, sell short                          
the shares of our common stock, and in such                                     
instances, this prospectus may be delivered in                                  
connection with such short sales and the shares                                 
offered may be used to cover such short sales. The                              
selling stockholders may also enter into option or other                        
transactions with broker-dealers that involve the                               
delivery of the shares of our common stock to the                               
broker-dealer, who may then resell or otherwise                                 
transfer such shares.  The selling stockholders may                             
also loan or pledge the shares to a broker-dealer and                           
the broker-dealer may sell the shares as loaned or upon                         
a default may sell or otherwise transfer the pledged                            
shares.                                                                         

The selling stockholders and any underwriters,                                  
dealers or agents that participate in the distribution of                       
the shares of our common stock offered by this                                  
prospectus may be deemed to be underwriters within                              
the meaning of the Securities Act, and any discounts,                           
commissions or concessions received by them and any                             
provided pursuant to the sale of shares by them might                           
be deemed to be underwriting discounts and                                      
commissions under the Securities Act.                                           

In addition, any securities covered by this                                     
prospectus, which qualify for sale pursuant to Rule                             
144 or Rule 144A of the Securities act, may be sold                             
under Rule 144 or Rule 144A rather than pursuant to                             
this prospectus. There is no assurance that any selling                         
stockholder will sell any or all of the shares of our                           
common stock described in this prospectus, and any                              
selling stockholder may transfer, devise or gift such                           
securities by other means not described in this                                 
prospectus.                                                                     

If necessary, the specific shares of our common                                 
stock to be sold in this prospectus, the names of the                           
selling stockholders, the respective purchase prices                            
and public offering prices, the names of any agent,                             
dealer or underwriter, and any applicable commissions                           
or discounts with respect to a particular offer will be                         
set forth in an accompanying prospectus supplement                              
or, if appropriate, a post-effective amendment to the                           
registration statement of which this prospectus is a                            
part.                                                                           

We will pay substantially all of the expenses                                   
incurred by the selling stockholders and us incident to                         
the offering and sale of the shares of our common                               
stock issuable upon exercise of the warrants, excluding                         
any underwriting discounts or commissions.  We will                             
not receive proceeds from the resale of our                                     
stockholders' shares issuable upon exercise of our                              
warrants; however, we may receive proceeds from our                             
sale of our securities and from the exercise of our                             
warrants.                                                                       

By us                                                                           

We may sell the shares offered by us pursuant                                   
to this prospectus (Offered Shares) in one or more                              
series in any of three ways: (1) through underwriters or                        

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24dealers; (2) through agents; or (3) directly to a limited                       
number of purchasers or to a single purchaser.                                  

THROUGH UNDERWRITERS OR DEALERS. If                                             
underwriters are used in the sale, the Offered Shares                           
may be acquired by the underwriters for their own                               
account and may be resold from time to time in one or                           
more transactions, including negotiated transactions,                           
at varying prices determined at the time of the sale.                           
The Offered Shares may be offered to the public either                          
through underwriting syndicates represented by one or                           
more managing underwriters or directly by one or more                           
managing underwriters. The underwriter or                                       
underwriters with respect to Offered Shares will be                             
named in the prospectus supplement relating to such                             
offering and, if an underwriting syndicate is used, the                         
managing underwriter or underwriters will be set forth                          
on the cover page of such prospectus supplement.                                
Such prospectus supplement shall state the obligations                          
of the underwriters to purchase the Offered Securities,                         
whether such purchases will be subject to certain                               
conditions precedent, and whether the underwriters                              
will be obligated to purchase all of the Offered Shares                         
if any are purchased.                                                           

THROUGH AGENTS. Offered Shares may be sold                                      
through agents designated by us from time to time. A                            
prospectus supplement will set forth the name of any                            
agent involved in the offer or sale of the Offered                              
Shares in respect of which such prospectus                                      
supplement is delivered as well as any commissions                              
payable by us to such agent. Unless otherwise                                   
indicated in such prospectus supp*lement, any such                              
agent will be acting on a reasonable best efforts basis                         
for the period of its appointment.                                              

DIRECTLY. We may sell the Offered Shares directly to                            
one or more purchasers. In this case, no underwriters                           
or agents would be involved.                                                    

GENERAL INFORMATION. The prospectus                                             
supplement with respect to the Offered Shares will set                          
forth the terms of the offering of such Offered Shares,                         
including:                                                                      

* the name or names of any underwriters, dealers                                
or agents;                                                                  

* the purchase price of such Offered Shares and                                 
the proceeds to us from such sale;                                          

* any underwriting discounts, agents'                                           
commissions and other items constituting underwriting                       
compensation;                                                               

* any initial public offering price; and                                        

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25* any discounts or concessions allowed or                                       
reallowed or paid to dealers.                                               

Any initial public offering price and any                                       
discounts or concessions allowed or reallowed or paid                           
to dealers may be changed from time to time.                                    

Agents, underwriters and dealers may be                                         
entitled under agreements entered into with us to                               
indemnification by us against certain civil liabilities,                        
including certain liabilities under the Securities Act of                       
1933 or to contribution by us with respect to                                   
payments which such agents, underwriters and dealers                            
may be required to make in respect thereof.                                     

Transfer Agent and Registrar                                                    

The transfer agent and registrar for our common                                 
stock and warrants is Continental Stock Transfer and                            
Trust Co., 17 Battery Place, 8th Floor, New York, New                           
York 10004.                                                                     

Legal Matters                                                                   

The validity of the warrants and the common                                     
stock offered in this prospectus has been passed upon                           
for us by Silverman Sclar Byrne Shin & Byrne P.C.,                              
381 Park Avenue South, Suite 1601, New York, New                                
York 10016.                                                                     

Experts                                                                         

The consolidated financial statements incorporated by                           
reference in this prospectus have been audited by BDO                           
Seidman, LLP independent certified public accountants,                          
to the extent and for the periods set forth in their report                     
incorporated herein by reference and, are incorporated                          
herein in reliance upon such report given upon the                              
authority of said firm as experts in auditing and                               
accounting.                                                                     

The consolidated financial statements of Hemispherx                             
Biopharma, Inc as of December 31, 1999 and for the year                         
ended December 31, 1999, have been incorporated by                              
reference herein in reliance upon the report of KPMG LLP,                       
independent accountants, incorporated by reference herein,                      
and upon the authority of said firm as experts                                  
in accounting and auditing.                                                     

Disclosure of Commission Position on Indemnification                            
for Securities Act Liabilities                                                  

Insofar as indemnification for liabilities arising                              
under the Securities Act may be permitted to our                                
directors, officers, and controlling persons, we have                           
been advised that in the opinion of the Commission                              
this indemnification is against public policy as                                
expressed in the Securities Act and is, therefore                               
unenforceable.  In the event that a claim for                                   
indemnification against these liabilities, other than our                       

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26payment of expense incurred or paid by one of our                               
directors, officers, or controlling persons in the                              
successful defense of any action, suit or proceeding, is                        
asserted by that director, officer or controlling person                        
in connection with the securities being registered, we                          
will, unless in the opinion of our counsel the matter                           
has been settled by a controlling precedent, submit to                          
a court of appropriate jurisdiction the question whether                        
this indemnification by us is against public policy as                          
expressed in the Securities Act and will be governed                            
by the final adjudication of these issues.                                      

===============================================================                 

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27No dealer, salesman or any other person is authorized to give                   
any information or to represent anything not contained in this                  
prospectus. You must not rely on any unauthorized information                   
or representations.  This prospectus is an offer to sell these                  
securities and it is not a solicitation of an offer to buy these                
securities in any state where the offer or sale is not permitted.               
The information contained in this Prospectus is current only as                 
of this date.                                                                   

TABLE OF CONTENTS               

              Page

Prospectus Summary.............................3                                
About Hemispherx...............................3                                
Recent Developments............................4                                
Risk Factors ..................................4                                
Legal Proceedings.............................15                                
Dividend Policy...............................16                                
Selling Stockholders .........................16                                
Use of Proceeds...............................18                                
Where you can find More information ..........18                                
Information Incorporated By Reference.........19                                
Description of Securities.....................20                                
Plan of Distribution .........................22                                
Transfer Agent ...............................25                                
Legal Matters ................................25                                
Experts ......................................25                                
Disclosure of theCommissions Position ........25                                
===============================================================                 
===============================================================                 

499,996 WARRANTS, AND                     
499,996 SHARES OF COMMON STOCK                      
UNDERLYING THE WARRANTS                       
5,000,000 SHARES OF COMMON STOCK                    

HEMISPHERX BIOPHARMA, INC.                  
____________________________                    

PROSPECTUS                      
____________________________                    

January 14, 2003                      
____________________________                    

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28
PART II                                                                         

INFORMATION NOT REQUIRED IN PROSPECTUS                                          

ITEM 14. OTHER EXPENSES OF ISSUANCE AND                                         
DISTRIBUTION.                                                                   

SEC Filing Fees.........................................$ 1,741.86              
American Stock Exchange Listing Fee*....................$17,500.00              
Printing and Engraving Expenses*....................... $ 2,500.00              
Accounting Fees and Expenses*.........................  $10,000.00              
Legal Fees and Expenses*................................$12,500.00              
Transfer Agent and Registrar Fees*......................$ 1,500.00              
Miscellaneous*..........................................$ 1,500.00              

Total Expenses*........................................$47,241.86             

---------------------                                                           
* Estimated.                                                                    

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

Our Amended and Restated Certificate of Incorporation                         
limits the liability of directors to the maximum extent                         
permitted by Delaware law. Delaware law provides that                           
directors of a corporation will not be personally liable for                    
monetary damages for breach of their fiduciary duties as                        
directors, except for liability for (i) any breach of their duty                
of loyalty to the corporation or its stockholders, (ii) acts or                 
omissions not in good faith or that involve intentional                         
misconduct or a knowing violation of law, (iii) unlawful                        
payments of dividends or unlawful stock repurchases or                          
redemptions as provided in Section 174 of the Delaware                          
General Corporation Law or (iv) any transaction from which                      
the director derives an improper personal benefit.                              

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29
ITEM 16. EXHIBITS.                                                              

Exhibit No. Description                                                         

5.1     Opinion of Silverman Sclar Byrne Shin & Byrne PC,                       
legal counsel.                                                  

23.1    Consent of BDO Seidman, LLP, independent certified                      
public accountants.                                             

23.2    Consent of KPMG LLP, independent certified public                       
accountants.                                                    

23.3    Consent of Silverman Sclar Byrne Shin & Byrne PC, legal                 
counsel (included in Exhibit 5.1).                              

24.1    Powers of Attorney (included in Signature Pages to this                 
Registration Statement on Form S-3).                            

ITEM 17. UNDERTAKINGS                                                           

(a) Insofar as indemnification for liabilities arising under the              
Securities Act of 1933 (the "Securities Act") may be                            
permitted to directors, officers and controlling persons of                     
the registrant  pursuant to the foregoing provisions, or                        
otherwise, the registrant has been advised that in the                          
opinion of the Commission such indemnification is against                       
public policy as expressed in the  Securities Act and is,                       
therefore, unenforceable. In the event that a claim for                         
indemnification  against such liabilities (other than the                       
payment by the registrant of expenses incurred or paid by a                     
director, officer or controlling person of the registrant in the                
successful defense of any action,  suit or proceeding) is                       
asserted by such director, officer or controlling person in                     
connection with  the securities being registered, the                           
registrant will, unless in the opinion of its counsel the                       
matter  has been settled by controlling precedent, submit to                    
a court of appropriate jurisdiction the  question whether                       
such indemnification by it is against public policy as                          
expressed in the  Securities Act and will be governed by the                    
final adjudication of such issue.                                               

(b) The undersigned registrant hereby undertakes that for                       
purposes of determining any liability  under the Securities                     
Act, each filing of the registrant's annual report pursuant to                  
Section 13(a) or  Section 15(d) of the Exchange Act (and,                       
where applicable, each filing of an employee benefit  plan's                    
annual report pursuant to Section 15(d) of the Exchange                         
Act) that is incorporated by  reference in the registration                     
statement shall be deemed to be a new registration                              
statement relating  to the securities offered therein, and the                  
offering of such securities at that time shall be deemed to                     
be the initial bona fide offering thereof.                                      

(c) We, the undersigned Registrant hereby undertake:                            

(1) To file, during any period in which offers or sales are                     
being made, a post-effective amendment to the Registrant                        
Statement to:                                                                   

(i) Include any prospectus required by Section 10(a)(3) of                    
the Securities Act of 1933;                                                     

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30(ii) Reflect in the prospectus any facts or events arising                      
after the effective date of the Registration Statement (or the                  
most recent post-effective amendment thereof) that                              
individually or in the aggregate represent a fundamental                        
change in the information set forth in the Registration                         
Statement; and                                                                  

(iii) Include any material information with respect to the plan                 
of distribution not previously disclosed in the Registration                    
Statement or any material change to such information in the                     
Registration Statement;                                                         

provided, however, that paragraphs (i) and (ii) do not apply                    
if the information required to be included in a post-effective                  
amendment by those paragraphs is contained in periodic                          
reports filed with or furnished to the Commission by the                        
Registrant pursuant to Section 13 or 15(d) of the Securities                    
Exchange Act of 1934 that are incorporated by reference in                      
the Registration Statement.                                                     

(2) That, for the purpose of determining any liability under                    
the Securities Act of 1933, each such post-effective                            
amendment shall be deemed to be a new registration                              
statement relating to the securities offered therein, and the                   
offering of such securities at that time shall be deemed to                     
be the initial bona fide offering thereof.                                      

(3) To remove from registration by means of a post-                             
effective amendment any of the securities being registered                      
which remain unsold at the termination of the offering.                         

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31SIGNATURES                                                                      

Pursuant to the requirement of the Securities Act of 1933,                      
the Registrant certifies that it has reasonable grounds to                      
believe that it meets all of the requirements for filing on                     
Form S-3 and has duly caused this Registration Statement                        
to be signed on its behalf by the undersigned, thereunto                        
duly authorized in the City of Philadelphia, Commonwealth                       
of Pennsylvania, on the 8 th day of January, 2003.                              

HEMISPHERX BIOPHARMA, INC.                                                      
(Registrant)                                                                  

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

KNOW ALL MEN BY THESE PRESENTS, that each person                                
whose signature appears below constitutes and appoints                          
William A. Carter acting alone, his true and lawful attorney-                   
in-fact and agent, with full power of substitution and                          
resubstitution, for such person in his name, place and stead,                   
in any and all capacities, in connection with the Registrant's                  
Registration Statement on Form S-3 under the Securities                         
Act of 1933, including, without limiting the generality of the                  
foregoing, to sign the Registration Statement in the name                       
and on behalf of the Registrant or on behalf of the                             
undersigned as a director or officer of the Registrant, and                     
any and all amendments or supplements to the Registration                       
Statement, including any and all stickers and post-effective                    
amendments to the Registration Statement, and to file the                       
same, with all exhibits thereto, and other documents in                         
connection therewith, with the Securities and Exchange                          
Commission and any applicable securities exchange or                            
securities self-regulatory body, granting unto said attorney-                   
in-fact and agents, each acting alone, full power and                           
authority to do and perform each and every act and thing                        
requisite and necessary to be done in and about the                             
premises, as fully to all intents and purposes as he might or                   
could do in person, hereby ratifying and confirming all that                    
said attorneys-in-fact and agents, or their substitutes or                      
substitute, may lawfully do or cause to be done by virtue                       
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933,                     
this Registration Statement has been signed by the                              
following persons in the capacities indicated on the dates                      
indicated.                                                                      

Signature                 Title                    Date                         
/s/ William A. Carter     Chairman of the Board,   January 8, 2003              
----------------------    Chief Executive Officer                               
William A. Carter, M.D.   (Principal Executive)                                 
and Director                

/s/ Richard Piani         Director                 January 8, 2003              
----------------------                                                          
Richard Piani                                                                   

/s/ Robert E. Peterson    Chief Financial Officer  January 8, 2003              
----------------------    and Chief Accounting                                  
Robert E. Peterson        Officer                                               

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32/s/ Ransom Etheridge      Secretary And Director   January 8, 2003              
-------------------                                                             
Ransom Etheridge                                                                

/s/ William Mitchell      Director                 January 8, 2003              
---------------------                                                           
William Mitchell,M.D.,Ph.D.                                                     

/s/ Iraj-Eqhbal Kiani     Director                 January 8, 2003              
-----------------------                                                         
Iraj-Eqhbal Kiani, M.D.                                                         

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33
Hemispherx Biopharma, Inc.                                                      
Form S-3                                                                        
Index to Exhibits                                                               

Exhibit No. Description                                                         

5.1     Opinion of Silverman Sclar Byrne Shin & Byrne PC,                       
legal counsel.                                                  

23.1    Consent of BDO Seidman, LLP, independent certified                      
public accountants.                                             

23.2    Consent of KPMG LLP, independent certified public                       
accountants.                                                                    

23.3    Consent of Silverman Sclar Byrne Shin & Byrne PC, legal                 
counsel (included in Exhibit 5.1).                              

24.1    Powers of Attorney (included in Signature Pages to this                 
Registration Statement on Form S-3).                            

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                           Exhibit 5.1

SILVERMAN SCLAR BYRNE SHIN & BYRNE P.C.                   
381 Park Avenue South, Suite 1601                     
New York, New York 10016                              
Tel. No. (212) 779-8600                               
Telecopy Number - (212) 779-8858                      

January 14, 2003                                                                

Board of Directors                                                              
Hemispherx Biopharma, Inc.                                                      
1617 JFK Boulevard                                                              
Philadelphia, PA 19103                                                          

Re: Hemispherx Biopharma, Inc.-Registration Statement on Form S-3               

Gentlemen:                                                                      

We have acted as counsel for Hemispherx Biopharma,                              
Inc., a Delaware corporation (the "Company"), in connection                     
with the preparation of the registration statement on Form S-3,                 
and any amendments thereto (the "Registration Statement"), as                   
filed with the Securities and Exchange Commission (the                          
"Commission") under the Securities Act of 1933 (the                             
"Securities Act"), on January 14, 2003, for the registration                    
under the Act of up to (i) 5,000,000 shares (the "Shares") of                   
the Company's common stock, par value $0.001 per share (the                     
"Common Stock"); (ii) 499,996 shares of Common Stock                            
issuable upon the exercise of certain warrants (the "Warrant                    
Shares") issued by the Company and (iii) 499,966 Common                         
Stock purchase warrants (the "Warrants"). The Shares are to                     
be offered by the Company and the Warrants and Warrant                          
Shares are to be offered for resale on a delayed or continuous                  
basis pursuant to Rule 415 promulgated under the Securities                     
Act by the selling stockholders of the Company named in the                     
Registration Statement.                                                         

In rendering this opinion, we have relied upon, among                           
other things, our examination of certain records of the                         
Company, including without limitation, the Company's                            
Certificate of Incorporation, as amended and restated, the                      
Company's Bylaws, as amended and restated, and resolutions                      
of the Board of Directors. We have also examined certificates                   
of the Company's officers and of public officials, and have                     
reviewed such questions of law and made such other inquiries,                   
as we have deemed necessary or appropriate for the purpose of                   
rendering this opinion. As to various questions of fact material                
to this opinion, we have also relied upon representations and                   
warranties of the Company and upon such certificates and                        
other instruments of officers of the Company and public                         
officials furnished to us by the Company, in each case without                  
independent investigation or verification.                                      

In addition, without any independent investigation or                           
verification, we have assumed (i) the genuineness of all                        
signatures, (ii) the authenticity of all documents submitted to                 
us as originals and the conformity with the original documents                  
of all documents submitted to us as certified, conformed or                     
photostatic copies, (iii) the authority of all persons signing any              
document other than the officers of the Company, where                          
applicable, signing in their capacity as such, (iv) the                         
enforceability of all the documents we have reviewed in                         
accordance with their respective terms against the parties                      
thereto and (v) the truth and accuracy of all matters of fact set               
forth in all certificates and other instruments furnished to us.                

Based on and subject to the assumptions, qualifications                         
and limitations set forth herein, we are of the opinion that:                   

1. The Shares have been duly and validly authorized                             
for issuance and, when issued and delivered in the manner                       
described in the Registration Statement against full payment                    
of the consideration set forth therein, will be validly issued,                 
fully paid and nonassessable.                                                   

2. The Warrant Shares have been duly authorized for                             
issuance pursuant to the Warrants, and when issued and                          
delivered in the manner described in the Warrants against full                  
payment of the consideration set forth therein, will be validly                 
issued, fully paid and nonassessable.                                           

3.  The Warrants have been duly authorized and issued.                          

We do not express any opinion as to the laws of other                           
states or jurisdictions other than the laws of the State of New                 
York, the General Corporation Law of the State of Delaware                      
and the federal law of the United States. No opinion is                         
expressed as to the effect that the law of any other jurisdiction               
may have upon the subject matter of the opinion expressed                       
herein under conflicts of law principles, rules and regulations                 
or otherwise.                                                                   

This opinion is limited to the specific issues addressed                        
herein, and no opinion may be inferred or implied beyond that                   
expressly stated herein. We assume no obligation to revise or                   
supplement this opinion should the present laws of the State of                 
New York or the state Constitution or the General Corporation                   
Law of the State of Delaware be changed by legislative action,                  
judicial decision or otherwise.                                                 

We hereby consent to the filing of this opinion with the                        
Commission as Exhibit 5.1 to the Registration Statement and                     
the reference to us under the heading "Legal Matters" in the                    
prospectus included in Part I of the Registration Statement. In                 
giving this consent, we do not admit that we are within the                     
category of persons whose consent is required by Section 7 of                   
the Securities Act or the rules and regulations promulgated                     
thereunder by the Commission.                                                   

This opinion is furnished to you in connection with the                         
filing of the Registration Statement and is not to be used,                     
circulated, quoted or otherwise relied upon for any other                       
purposes.                                                                       

Very truly yours,                                                               

/s/ Silverman Sclar Byrne Shin & Byrne P.C.                                     
------------------------------------------------------                          
Silverman Sclar Byrne Shin & Byrne P.C.                                         

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                                Exhibit 23.1

Hemispherx Biopharma, Inc.                                                      
Philadelphia, PA                                                                

We hereby consent to the incorporation by reference in the Prospectus           
constituting a part of this Registration Statement of our report dated          
March 15, 2002, except for Note 18 which is as of March 20, 2002,               
relating to the consolidated financial statements of Hemispherx                 
Biopharma, Inc. and subsidiaries appearing in the Company's Annual              
Report on Form 10-K for the year ended December 31, 2001.                       
We also consent to the reference to us under the caption "Experts"              
in the Prospectus.                                                              

/s/ BDO Seidman, LLP                                                            

Philadelphia, PA                                                                
January 14, 2003                                                                

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                                Exhibit 23.2

The Board of Directors                                                          
Hemispherx Biopharma, Inc.                                                      

We consent to use of our report dated February 19, 2000                         
except  as to the seventh paragraph of Note 15, which is                        
as of March 6, 2000 and as to Note 1, which is as of                            
March 30, 2001 relating to the 1999 statement of                                
operations which is incorporated by reference herein.                           

In addition, we consent to the use of our firm under the                        
heading "Experts" in the prospectus.                                            

/s/ KPMG, LLP                                                                   
Philadelphia, Pennsylvania                                                      
January 14,2003                                                                 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-3 Filing		Date		First		Last			Other Filings
		9/30/98		19					10-Q/A, 10-Q
		12/31/99		29					10-K/A, 10-K
		2/19/00		40
		3/6/00		40					424B1
		3/30/01		40
		12/31/01		23		39			NT 10-K, 10-K
		1/30/02		20
		3/15/02		39
		3/20/02		8		39
		3/31/02		23					10-Q
		4/24/02		8
		6/30/02		23					10-Q
		7/2/02		20
		9/30/02		10		23			10-Q, 10-Q/A
		11/20/02		23					8-A12G
		12/31/02		18					DEF 14A, NT 10-K, 10-K/A, 10-K, PRE 14A
		1/8/03		35		36
		1/10/03		3		5
Filed On / Filed As Of		1/14/03		1		39
		9/30/03		8					10-Q, NT 10-Q
		4/5/05		22
		5/31/05		22
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