UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25/A
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-27072
CUSIP NUMBER
42366C103
(Check One)[X] Form 10-K [] Form 20-F [] Form 11-K
[] Form10-Q [] Form N-SAR [] Form N-CSR
Amendment ____________________________________________________________
(Check One) [] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form
10-D [] Form N-SAR [] Form N-CSR
End of Amendment _____________________________________________________
For Period Ended: 12/31/05
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: --------
Read Instruction (on back page) Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
----------------
EXPLANATORY PARAGRAPH
This amendment is being filed because the auditor letter was inadvertently
filed with the commission as correspondence rather than as an exhibit. The
auditor letter is filed herewith as an exhibit.
PART I --REGISTRANT INFORMATION
Hemiapherx Biopharma, Inc.
_______________________________
Full Name of Registrant
----------------
Former Name if Applicable
1617 JFK Blvd.
_________________________________________________________
Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19103
_________________________
City, State and Zip Code
PART II --RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)[]
[] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and
Amendment ____________________________________________________________
[] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
End of Amendment _____________________________________________________
[] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III --NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
We are unable to file our Form 10-K Annual Report for the period ended December
31, 2005 because our auditors have not completed their audit of our financial
statements.
Amendment ____________________________________________________________
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
End of Amendment _____________________________________________________
(Attach Extra Sheets if Needed)
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert E. Peterson
___________________
(Name)
215-988-0080
_____________________________
(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceeding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).[X] Yes [] No
----------------
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof? [] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
------------------------
Hemispherx Biopharma, Inc.
___________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 20, 2006 By Robert E. Peterson
_______________ ___________________
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period
prescribed due to difficulties in electronic filing should comply with
either Rule 201 or Rule 202 of Regulation S-T (ss.232.201 orss.232.202 of
this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (ss.232.13(b) of this Chapter).