SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) *
HEMISPHERX BIOPHARMA, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
42366C103
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 42366C103
1) Names of Reporting Persons, S. S. or I. R. S. Identification Nos. of Above
Persons
Harris Freedman
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
3) SEC Use Only
4) Citizenship or Place of Organization: United States of America
Number of Shares (5) Sole Voting Power: 1,227,328 shares of Common
Stock. Bridge Ventures, Inc., of which Mr. Freedman is
an officer, has given an irrevocable proxy to William
A. Carter, president of the issuer, to vote 50,000
shares of Common Stock. (See Exhibit 1)
Owned by Each
Reporting Person
With (6) Shared Voting Power: N/A
(7) Sole Dispositive Power: 1,285,328 shares of Common
Stock
(8) Shared Dispositive Power: N/A
9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,285,328
shares of Common Stock
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: N/A
11) Percent of Class Represented by Amount in Row (9): 7.4%
12) Type of Reporting Person: IN
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Item 1.
1(a). Name of Issuer. Hemispherx Biopharma, Inc.
1(b). Address of Issuer's Principal Executive Offices.
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103
Item 2.
2(a). Name of Person Filing. Harris Freedman
2(b). Address of Principal Business Office.
Bridge Ventures, Inc.
545 Madison Avenue, 15th Floor
` New York, New York 10022
2(c). Citzenship. United States of America
2(d). Title of Class of Securities. Common Stock, $.001 par value.
2(e). CUSIP Number. 42366C103
Item 3. N/A
Item 4. Ownership.
(a) Amount Beneficially Owned: 1,285,328
(b) Percent of Class: 7.4%
(c) (i) Mr. Freedman possesses the sole power to vote and direct the vote
of 1,227,328 shares of Common Stock. Bridge Ventures, Inc., of which
Mr. Freedman is an officer, has given an irrevocable proxy to William
A. Carter, president of the issuer, to vote 50,000 shares of Common
Stock. (See Exhibit 1)
(ii) Mr. Freedman possesses the sole power to dispose and to direct
the disposition of 1,285,328 shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class. N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A
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<PAGE>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of a Group. N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction have such
purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 10, 1997
---------------------------------------
(Date)
/s/ Harris Freedman
---------------------------------------
(Signature)
Harris Freedman
---------------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U. S. C. 1001).
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Irrevocable Proxy to Vote Shares of HEM Pharmaceuticals Corp.
to William A. Carter, M.D.
In consideration for the sale of 50,000 shares of common stock, par value
$.001 per share (the "Shares") of HEM Pharmaceuticals Corp., a Delaware
corporation (the "Company") in connection with the Common Stock Financing
conducted by the Company in 1994, the undersigned hereby irrevocably appoints
William A. Carter, M.D., Chief Executive Officer and Chairman of the Board of
the Company as proxy with full power of substitution to vote all Shares in the
name of the undersigned on any matter to be voted upon by the stockholders of
the Company until such time as (i) the Company shall have achieved a market
capitalization of $300,000,000 or greater for at least 20 consecutive days of
trading in the public markets, or (ii) the Company shall have received a bona
fide offer for acquisition of merger, the net effect of which if consummated
would be to establish a market capitalization of the Company of not less than
$300,000,000.
In no event shall this Irrevocable Proxy restrict the sale by the
undersigned of all or any portion of the Shares in a public sale, for value, in
an arm's length transaction and the sale of all or any portion of the Shares
upon such terms shall be free and clear of this Irrevocable Proxy.
This Irrevocable Proxy is an agency coupled with an interest and all
authority conferred hereby shall be irrevocable, and, except as expressly
provided herein, shall not be terminated by any act of the undersigned or by
operation of law, whether by the death or incapacity of the undersigned or
otherwise, or by the termination of any trust or estate, by the death or
incapacity of one or more trustees, guardians, executors or administrators under
such trust or estate, by the dissolution, winding up or liquidation or other
termination of existence of any corporation or partnership or by the occurrence
of any other event. If after the execution hereof the undersigned should die or
become incapacitated, or if any trust or estate should be terminated, or if any
corporation or partnership should be dissolved or liquidated, or if any other
such event should occur, before the completion of the conditions contemplated
hereby instructions shall be delivered by or on behalf of the undersigned in
accordance with the terms and conditions hereof, and actions taken by William A.
Carter, M.D. pursuant to this Irrevocable Proxy shall be as valid as if such
death, incapacity, termination, dissolution or other event had not occurred
regardless of whether or not William A. Carter, M.D. shall have received notice
of such death, incapacity, termination, dissolution or other event. This
Irrevocable Proxy shall be binding on the respective heirs, executors,
successors or assigns of the undersigned. This irrevocable proxy is intended to
revoke any prior proxy(s) including any proxy which may have been granted or
delivered to Bridge Ventures, Inc. and is effective as of September 8, 1994.
AGREED TO AND ACCEPTED BY: STOCKHOLDER
BRIDGE VENTURES, INC.
BY: /s/ Harris Freedman By: /s/ Jerome Belson
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Harris Freedman Jerome Belson
Secretary 495 Broadway, 6th floor
New York, NY 10012
