SecProbe.io

CORRESP
 1
 filename1.htm

 July
24, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-1004

 Re:
 AIM ImmunoTech Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-284443

 Ladies
and Gentlemen:

 As
the placement agent of the proposed offering of AIM ImmunoTech Inc. (the "Company"),
we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time, on Monday, July 28, 2025, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through July 24, 2025, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated July 22, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 Very truly yours,

 Maxim Group LLC

 By:

 /s/
 Ritesh Veera

 Name:
 Ritesh
 Veera

 Title:
 Co-Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 July
24, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 100
F Street, NE

 Washington,
DC 20549

 Re:
 AIM
 ImmunoTech Inc.

 Registration
 Statement on Form S-1

 (SEC
 filing No. 333-284443)

 Acceleration
 Request

 Requested
 Date: July 28, 2025

 Requested
 Time: 5:00 P.M. EDT

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), AIM ImmunoTech Inc. (the "Company")
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-284443) (the "Registration Statement")
be declared effective at the "Requested Date" and "Requested Time" set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission").

 Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Byrne
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

 Very
 truly yours,

 AIM
 IMMUNOTECH INC.

 By:
 /s/
 Peter W. Rodino

 Peter
 W. Rodino,

 Chief
 Operating Officer

 cc:
Richard Feiner, Esq.

 Corporate Headquarters

 2117 SW Highway 484, Ocala FL 34473

 t: 352-448-7797
 f: 352-480-4620

 Human Resources and Administration

 604 Main Street, Riverton NJ 08077

 t: 352-448-7797
 f: 352-480-4620

 Operations, Research and Development

 671A US-1 South, North Brunswick, NJ 08902
 www.aimimmuno.com
 t: 732-249-3250
 f: 732-249-6895

CORRESP
 1
 filename1.htm

 SILVERMAN
 SHIN & BYRNE PLLC
 Wall
 Street Plaza
 22nd
 Floor
 88
 Pine Street
 NEW
 YORK, NY 10005
 212.779.8600
 Facsimile:
 212.779.8858
 __________

 New
 Jersey
 19
 Engle Street
 Tenafly,
 NJ 07670
 (201)
 567-4969

 July
15, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, NE

 Washington,
DC 20549

 Re:
 AIM ImmunoTech Inc. (the "Company")

 Registration
Statement on Form S-1, SEC file no.: 333- 284443

 Dear
Sir or Madam:

 On
behalf of the Company we file herewith Amendment No. 3 to the above referenced registration statement on Form S-1.

 Please
direct any questions or comments to the undersigned, Richard Feiner, Esq., 646 822-1170 ( rfeiner@silverfirm.com ).

 The
contact person at the Company is Peter W. Rodin III, COO. His e-mail address is Peter.rodino@aimimmuno.com and his phone number
is (239) 444-1743.

 I
request that the staff member assigned to this filing give me a call to discuss whether there will be a review.

 Very truly yours,

 /s/
 Richard Feiner

 Richard Feiner

 cc:
AIM ImmunoTech Inc.

CORRESP
 1
 filename1.htm

 June
 30, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 100
F Street, NE

 Washington,
DC 20549

 Re:
 AIM ImmunoTech Inc.

 Registration Statement on Form S-3

 (SEC filing No. 333-286319)

 Acceleration
 Request

 Requested
 Date:
 July
 3, 2025

 Requested
 Time:
 4:00
 P.M. EDT

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), AIM ImmunoTech Inc. (the "Company")
hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-286319) (the "Registration Statement")
be declared effective at the "Requested Date" and "Requested Time" set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission").

 Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Byrne
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

 Very truly yours,

 AIM IMMUNOTECH INC.

 By:
 /s/
 Peter W. Rodino

 Peter W. Rodino, III

 Chief
 Operating Officer

 cc:
 Richard Feiner, Esq.

 Corporate
 Headquarters

 2117
 SW Highway 484, Ocala FL 34473

 t:
 352-448-7797

 f:
 352-480-4620

 Human
 Resources and Administration

 604
 Main Street, Riverton NJ 08077

 t:
 352-448-7797

 f:
 352-480-4620

 Operations,
 Research and Development

 671A
 US-1 South, North Brunswick, NJ 08902

 www.aimimmuno.com

 t:
 732-249-3250

 f:
 732-249-6895

CORRESP
 1
 filename1.htm

 SILVERMAN
SHIN & BYRNE PLLC

 Wall
Street Plaza

 22nd
Floor

 88
Pine Street

 NEW
YORK, NY 10005

 212.779.8600

 Facsimile:
212.779.8858

 New
Jersey

 19
Engle Street

 Tenafly,
NJ 07670

 (201)
567-4969

 June
27, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, NE

 Washington,
DC 20549

 Re:
 AIM ImmunoTech Inc. (the
 "Company")

 Registration Statement on Form S-3, SEC file no.: 333-286319

 Dear
Sir or Madam:

 On
behalf of the Company we file herewith Amendment No. 1 to the above referenced registration statement on Form S-3, a universal shelf
registration.

 Previously,
the Company received a no-review letter. Assuming that the Commission still will not be reviewing the registration statement, the Company
plans on seeking effectiveness as soon as possible.

 Please
direct any questions or comments to the undersigned, Richard Feiner, Esq., 646 822-1170 ( rfeiner@silverfirm.com ).

 The
contact person at the Company is Peter W. Rodin III, COO. His e-mail address is Peter.rodino@aimimmuno.com and his phone number
is (239) 444-1743.

 Very
truly yours,

 /s/ Richard
Feiner

 Richard
Feiner

 cc:
AIM ImmunoTech Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Thomas K. Equels
Chief Executive Officer
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala FL 34473

 Re: AIM ImmunoTech Inc.
 Registration Statement on Form S-3
 Filed April 1, 2025
 File No. 333-286319
Dear Thomas K. Equels:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Richard Feiner, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February
13, 2025

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Ladies
and Gentlemen:

We
hereby withdraw our request for acceleration of the effective date for our registration statement on Form S-1 (File No. 333-284443).

Should
you have any questions regarding this request, please contact Richard Feiner, Esq. of Silverman Shin & Schneider PLLC by telephone
at (646) 822-1170.

    Very
    truly yours,

    AIM
    IMMUNOTECH INC.

    By:
    /s/
    Peter W. Rodino, III

    Peter
    W. Rodino, III,

    Chief
    Operating Officer

  cc:
  Richard Feiner, Esq.

    Corporate
    Headquarters

    2117
    SW Highway 484, Ocala FL 34473

    t:
    352-448-7797

    f:
    352-480-4620

    Human
    Resources and Administration

    604
    Main Street, Riverton NJ 08077

    t:
    352-448-7797

    f:
    352-480-4620

    Operations,
    Research and Development

    671A
    US-1 South, North Brunswick, NJ 08902

    www.aimimmuno.com

    t:
    732-249-3250

    f:
    732-249-6895

CORRESP
1
filename1.htm

February
6, 2025

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-284443)

Acceleration
Request

Requested
Date: February 10, 2025

Requested
Time: 2:00 P.M. Eastern Standard Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-284443) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Schneider
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very
    truly yours,

    AIM
    IMMUNOTECH INC.

    By:
    /s/
    Peter W. Rodino, III,

    Peter
    W. Rodino, III,

    Chief
    Operation Officer

cc:
Richard Feiner, Esq.

    Corporate
    Headquarters

    2117
    SW Highway 484, Ocala FL 34473

    t: 352-448-7797
    f: 352-480-4620

    Human
    Resources and Administration

    604
    Main Street, Riverton NJ 08077

    t: 352-448-7797
     f: 352-480-4620

    Operations,
    Research and Development

    671A
    US-1 South, North Brunswick, NJ 08902
    www.aimimmuno.com
    t: 732-249-3250
     f: 732-249-6895

January 29, 2025
Thomas Equels
Chief Executive Officer
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re:AIM ImmunoTech Inc.
Registration Statement on Form S-1
Filed January 23, 2025
File No. 333-284443
Dear Thomas Equels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Feiner, Esq.

CORRESP
1
filename1.htm

    SILVERMAN
    SHIN & BYRNE PLLC

    Wall
    Street Plaza

    22nd
    Floor

    88
    Pine Street

    NEW
    YORK, NY 10005

    212.779.8600

    Facsimile:
    212.779.8858

    __________

                                                                     New
    Jersey

    19
    Engle Street

    Tenafly,
    NJ 07670

    (201)
567-4969

    January
    23, 2025

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    Registration
    Statement on Form S-1

Dear
Sir or Madam:

On
behalf of AIM ImmunoTech Inc. we file herewith a registration statement on Form S-1.

Please
direct any questions or comments to the undersigned, Richard Feiner, Esq., 646 822-1170 (rfeiner@silverfirm.com).

The
contact person at the Company is Peter W. Rodino III, COO. His contact phone number is (352) 448-7797 x 110. His e-mail address is Peter.rodino@aimimmuno.com

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

    cc:

    AIM
    ImmunoTech Inc.

    Peter
    W. Rodino III

CORRESP
1
filename1.htm

November
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-283269)

    Acceleration
    Request

    Requested
    Date: December 4, 2024

    Requested
    Time: 2:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-283269) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Schneider
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very
    truly yours,

    AIM
    IMMUNOTECH INC.

    By:
    /s/
    Peter W. Rodino, III

    Peter
    W. Rodino, III,

    Chief
    Operation Officer

cc:
Richard Feiner, Esq.

November 21, 2024
Thomas K. Equels
Chief Executive Officer and Director
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala FL 34473
Re:AIM ImmunoTech Inc.
Registration Statement on Form S-1
Filed November 15, 2024
File No. 333-283269
Dear Thomas K. Equels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Feiner, Esq.

CORRESP
1
filename1.htm

  SILVERMAN
                                            SHIN & SCHNEIDER PLLC

                                                                              Wall
                                            Street Plaza

                                                                              22nd
                                            Floor

                                                                              88
                                            Pine Street

                                                                              NEW
                                            YORK, NY 10005

                                                                              212.779.8600

                                                                              Facsimile:
                                            212.779.8858

                                                                              E-mail:
                                            Rfeiner@Silverfirm.com

                                                                              ________

  New
                                            Jersey

                                                                              19
                                            Engle Street

                                                                              Tenafly,
                                            NJ 07670

                                                                              (201)
                                            567-4969

  November 15, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

  Re:
  AIM ImmunoTech Inc.

  S-1 Registration Statement

Ladies
and Gentlemen:

On
behalf of AIM ImmunoTech Inc. (“AIM”) , a Delaware corporation, we hereby advise you that AIM submitted in electronic format
for filing with the U. S. Securities and Exchange Commission (the “Commission”) , pursuant to the Securities Act of 1933,
as amended, a registration statement on Form S-1.

Should
any member of the Commission’s staff have any questions concerning the registration statement, please do not hesitate to contact
me by phone (646) 822-1170, e-mail rfeiner@silverfirm.com or fax (917) 720-0863. The contact person at AIM is Peter W Rodino III,
Chief Operating Officer, General Counsel & Secretary, phone (239) 444-1743, e-mail Peter.rodino@aimimmuno.com or fax (215)
988-1739.

  Very truly yours,

  s/ Richard Feiner

  Richard Feiner

  cc:
  Peter Rodino

CORRESP
1
filename1.htm

Patrick
Gadson pgadson@velaw.com

Tel
+1.212.237.0198

October 30, 2024

VIA
EMAIL AND EDGAR

Christina
Chalk

Associate
Chief

Eddie
Kim

Special
Counsel

Office
of Mergers and Acquisitions

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    AIM
    IMMUNOTECH INC.

    PREC14A
    filed October 15, 2024

    File
    No. 001-27072

Dear
Ms. Chalk and Mr. Kim:

Set
forth below are the responses on behalf of AIM ImmunoTech Inc. (the “Company”) to comments received from the
staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s preliminary proxy statement, File No. 001-27072, filed with
the Commission on October 15, 2024 (the “Preliminary Proxy Statement”). Substantially concurrently with the
submission of this letter, the Company is filing an Amendment No. 1 to its Preliminary Proxy Statement (“Amendment No. 1”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized
text. Unless otherwise specified, all references to page numbers and captions correspond to the Preliminary Proxy Statement, and
all capitalized terms used but not defined herein have the same meaning as in the Preliminary Proxy Statement.

    Vinson
                           & Elkins LLP Attorneys at Law

    Austin
    Dallas Dubai Dublin Houston London Los Angeles New York

    Richmond
    San Francisco Tokyo Washington

    The
                                            Grace Building, 1114 Avenue of the Americas, 32nd Floor

                                                                     New York, NY 10036-7708

    Tel
    +1.212.237.0000 Fax +1.212.237.0100 velaw.com

  U.S. Securities
  and Exchange Commission October 30, 2024 Page 2

PREC14A
filed October 15, 2024

General

    1.
    Please
    revise to provide the information called for by Item 407(i) of Regulation S-K. See Item 7(b) of Schedule 14A.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to include such information. On page 12 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“We
do not have a policy that prohibits employees (including officers) and directors or any of their designees, from purchasing financial
instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions,
that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities granted
to the employee or director by the Company as part of the compensation of the employee or director or otherwise held, directly or indirectly,
by the employee or director.”

    2.
    Please
    revise to provide the information called for by Item 408(b) of Regulation S-K. See Item 7(b) of Schedule 14A.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to include such information. On page 12 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“Our
Code of Ethics and Business Conduct for Officers, Directors, Employees, Agents and Consultants contains policies and procedures governing
the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that are reasonably
designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.”

  U.S. Securities
  and Exchange Commission October 30, 2024 Page 3

Other
Matters, page 18

    3.
    We
    note the following disclosure: “On June 18, 2024, appealed [sic] the District Court’s orders of dismissal and denial
    of the Company’s motion for reconsideration (AIM ImmunoTech, Inc. v. Tudor, et al., Case No. 0:2023prici13576 (11th Cir. 2023)).”
    Docket number 180 for the district court proceeding, however, reflects that the Company’s Notice of Appeal was filed on June
    28, 2024. Please revise, or advise.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to revise such disclosure. On page 18 of Amendment No. 1, we will include disclosure substantially similar to the below (bold
underlined text representing an addition):

“We
appealed the District Court’s orders of
dismissal and denial of the Company’s motion for reconsideration (AIM ImmunoTech, Inc. v. Tudor, et al., Case No. 0:2023prici13576
(11th Cir. 2023)).”

    4.
    See
    comment above. We also note that, page 9 of the Dissident Group’s preliminary proxy statement, filed on October 18, 2024, includes
    the following disclosure: “On June 28, 2024, AIM appealed the Florida federal court’s orders of dismissal of the Florida
    Section 13(d) Action, denial of AIM’s motion for reconsideration and sanctions. This appeal is pending. A mediation is scheduled
    for November 5, 2024.” Please revise your disclosure to provide additional information regarding the pending appeal and the
    upcoming mediation, including how either could affect the upcoming proxy contest, if at all.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to add such disclosure. On page 18 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“We
appealed the District Court’s orders of dismissal and denial of the Company’s motion for reconsideration (AIM ImmunoTech,
Inc. v. Tudor, et al., Case No. 0:2023prici13576 (11th Cir. 2023)). The Company filed a motion to stay enforcement of the judgment
pending the 11th Circuit Appeal, which the District Court granted on June 21, 2024. The Company filed an appellate brief on September
4, 2024. This appeal is pending. A mediation has been scheduled for November 5, 2024. It is unknown whether the mediation or appeal
would have any impact on the contested proxy solicitation.”

General

    5.
    Where
    you reference the availability of information about the Dissident Group nominees on page 5, include the Commission Website address
    where such information may be found. See Item 7(f) of Schedule 14A.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to add such disclosure. On page 5 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“Stockholders
should refer to the Dissident Group’s proxy statement for the names, backgrounds, qualifications and other information concerning
the Dissident Group’s nominees. You may access the Dissident Group’s proxy statement, and any other relevant documents, without
cost on the SEC’s website at www.sec.gov.”

*          *          *          *          *

  U.S. Securities
  and Exchange Commission October 30, 2024 Page 4

Please
contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.

    Very
    truly yours,

    /s/
    C. Patrick Gadson

    C.
    Patrick Gadson

    cc:
    Lawrence
    S. Elbaum, Vinson & Elkins L.L.P.

    Richard
    Feiner, Silverman Shin & Schneider PLLC

October 28, 2024
Thomas Equels
Chief Executive Officer and President
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, Florida 34473
Re:AIM ImmunoTech Inc.
PREC14A filed October 15, 2024
File No. 1-27072
Dear Thomas Equels:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed October 15, 2024
General
1.Please revise to provide the information called for by Item 407(i) of Regulation S-K.
See Item 7(b) of Schedule 14A.
2.Please revise to provide the information called for by Item 408(b) of Regulation S-K.
See Item 7(b) of Schedule 14A.
Other Matters, page 18
3.We note the following disclosure: "On June 18, 2024, appealed [sic] the District
Court’s orders of dismissal and denial of the Company’s motion for reconsideration
(AIM ImmunoTech, Inc. v. Tudor, et al., Case No. 0:2023prici13576 (11th Cir.
2023))." Docket number 180 for the district court proceeding, however, reflects that
the Company's Notice of Appeal was filed on June 28, 2024. Please revise, or advise.
See comment above. We also note that, page 9 of the Dissident Group's preliminary
proxy statement, filed on October 18, 2024, includes the following disclosure: "On 4.

October 28, 2024
Page 2
June 28, 2024, AIM appealed the Florida federal court’s orders of dismissal of the
Florida Section 13(d) Action, denial of AIM’s motion for reconsideration and
sanctions. This appeal is pending. A mediation is scheduled for November 5,
2024." Please revise your disclosure to provide additional information regarding the
pending appeal and the upcoming mediation, including how either could affect the
upcoming proxy contest, if at all.
Proposal 1. Election of Directors, page 20
5.Where you reference the availability of information about the Dissident Group
nominees on page 5, include the Commission Website address where such
information may be found. See Item 7(f) of Schedule 14A.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Eddie Kim at 202-679-6943  or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

July
22, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

  Re:
  AIM ImmunoTech Inc.

  Registration
Statement on Form S-1

  (SEC
filing No. 333-280761)

  Acceleration
Request

  Requested
Date: July 25, 2024

  Requested
Time: 2:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-280761) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Schneider
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very
    truly yours,

    AIM
    IMMUNOTECH INC.

    By:
    /s/
    Peter W. Rodino, III

    Peter
    W. Rodino, III,

    Chief
    Operation Officer

cc:
Richard Feiner, Esq.

CORRESP
1
filename1.htm

  July
  19, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-280761)

    Acceleration
    Request

    Requested
    Date: July 23, 2024

    Requested
    Time: 2:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-280761) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Schneider
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very
    truly yours,

    AIM
    IMMUNOTECH INC.

    By:
    /s/
    Peter W. Rodino, III

    Peter
    W. Rodino, III,

    Chief
    Operation Officer

cc:
Richard Feiner, Esq.

    Corporate
    Headquarters

    2117
    SW Highway 484, Ocala FL 34473

    t:
    352-448-7797
    f:
    352-480-4620

    Human
    Resources and Administration

    604
    Main Street, Riverton NJ 08077

    t:
    352-448-7797
    f:
    352-480-4620

    Operations,
    Research and Development

    671A
    US-1 South, North Brunswick, NJ 08902
    www.aimimmuno.com
    t:
    732-249-3250
    f:
    732-249-6895

July 16, 2024
Thomas Equels
Chief Executive Officer
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re:AIM ImmunoTech Inc.
Registration Statement on Form S-1
Filed July 11, 2024
File No. 333-280761
Dear Thomas Equels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Feiner

CORRESP
1
filename1.htm

    SILVERMAN
SHIN & SCHNEIDER PLLC

    Wall
    Street Plaza

    22nd
    Floor

    88
    Pine Street

    NEW
    YORK, NY 10005

    212.779.8600

    Facsimile:
    212.779.8858

    E-mail:
    Rfeiner@Silverfirm.com

    __________

    New
    Jersey

    19
    Engle Street

    Tenafly,
    NJ 07670

    (201)
567-4969

    July
    11, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    S-1 Registration Statement

Ladies
and Gentlemen:

On
behalf of AIM ImmunoTech Inc. (“AIM”) , a Delaware corporation, we hereby advise you that AIM submitted in electronic format
for filing with the U. S. Securities and Exchange Commission (the “Commission”) , pursuant to the Securities Act of 1933,
as amended, a registration statement on Form S-1.

Should
any member of the Commission’s staff have any questions concerning the registration statement, please do not hesitate to contact
me by phone (646) 822-1170, e-mail rfeiner@silverfirm.com or fax (917) 720-0863.

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

  cc:
  Peter Rodino

United States securities and exchange commission logo
April 25, 2024
Thomas K. Equels
Chief Executive Officer
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re:AIM ImmunoTech Inc.
Registration Statement on Form S-1
Filed April 19, 2024
File No. 333-278839
Dear Thomas K. Equels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Feiner, Esq.

CORRESP
1
filename1.htm

[Put
on AIM letterhead]

April
25, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-278839)

    Acceleration
    Request

    Requested
    Date: April 30, 2024

    Requested
    Time: 2:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-278839) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Schneider
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very
    truly yours,

    AIM
    IMMUNOTECH INC.

    By:
    /s/
    Peter W. Rodino III

    Peter
    W. Rodino III,

    Chief
    Operation Officer

cc:
Richard Feiner, Esq.

CORRESP
1
filename1.htm

    SILVERMAN
    SHIN & SCHNEIDER PLLC

    Wall
    Street Plaza

    22nd
    Floor

    88
    Pine Street

    NEW
    YORK, NY 10005

    212.779.8600

    Facsimile:
    212.779.8858

    E-mail:
    Rfeiner@Silverfirm.com

    __________

    New
Jersey

    19
    Engle Street

    Tenafly,
    NJ 07670

    (201)
    567-4969

April
19, 2024

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    S-1
    Registration Statement

Ladies
and Gentlemen:

On
behalf of AIM ImmunoTech Inc. (“AIM”) , a Delaware corporation, we hereby advise you that AIM submitted in electronic format
for filing with the U. S. Securities and Exchange Commission (the “Commission”) , pursuant to the Securities Act of 1933,
as amended, a registration statement on Form S-1.

Should
any member of the Commission’s staff have any questions concerning the registration statement, please do not hesitate to contact
me by phone (646) 822-1170, e-mail rfeiner@silverfirm.com or fax (917) 720-0863.

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

cc:
Peter Rodino

CORRESP
1
filename1.htm

    Shaun
    J. Mathew, P.C.

    To Call Writer Directly:

    +1 212 909 3035

    shaun.mathew@kirkland.com

    601
    Lexington Avenue

    New
    York, NY 10022

    United
    States

    +1
    212 446 4800

    www.kirkland.com

    Facsimile:

    +1
    212 446 4900

VIA
EDGAR AND EMAIL

October
24, 2023

Division
of Corporation Finance

Office
of Mergers & Acquisitions

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

Attention:
David Plattner

    Re:
    AIM
    ImmunoTech Inc.

    Preliminary
    Proxy Statement filed on Schedule 14A (PREC14A)

    Filed
    October 10, 2023 by AIM ImmunoTech Inc.

    File
    No. 001-27072

Dear
Mr. Plattner:

On
October 10, 2023, AIM ImmunoTech Inc. (the “Company”) filed its Preliminary Proxy Statement (the “Preliminary
Proxy Statement”) in respect of the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”)
with the United States Securities and Exchange Commission (the “Commission”). Today, the Company filed with the Commission
an Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”).

On
behalf of the Company, we are writing to respond to the comments raised in the letter to the Company dated October 19, 2023, from the
staff (the “Staff”) of the Commission concerning the Preliminary Proxy Statement. For ease of reference, we have reproduced
the text of the Staff’s comments in bold-face type below, followed by the Company’s response. In addition, a copy of Amendment
No. 1 is enclosed and has been marked to show changes from the Preliminary Proxy Statement.

Annual
Meeting and Voting, beginning on Page 3

1. References
                                            to “against” votes with respect to Proposal 1 appear to be incorrect. Please
                                            remove such references, or advise.

Response:
In response to the Staff’s comment, the disclosure has been revised to remove references to “against” votes with respect
to Proposal 1.

United
States Securities and Exchange Commission

October
24, 2023

Page
2

2. We
                                            note that the disclosure on page 9 indicates that “[a]bstentions” will have no
                                            effect on the outcome of Proposal 1. We also note that the proxy card includes disclosure
                                            indicating that “IF NO CONTRARY INSTRUCTION IS GIVEN…,” then the shares
                                            will be voted for all of the nominees listed in Proposal 1. Please disclose clearly how the
                                            proxy holders will treat a proxy card that includes a vote or votes on Proposals 2 through
                                            4, but makes no mark with respect to Proposal 1. The absence of a mark in such circumstances
                                            would appear to represent an abstention and should therefore not be treated as a vote “FOR
                                            ALL.” Please confirm, or advise.

Response:
In response to the Staff’s comment, the Company notes that there is no “abstain” option on its proxy because a plurality
voting standard applies to the election of directors at the Annual Meeting.

The
Company has provided revised disclosure in Amendment No. 1, including on the form of proxy included therein, to clarify the treatment
of any validly executed white proxy cards submitted that do not specify voting instructions with respect to a proposal.

3. We
                                            note the following disclosure on page 9: “If you sign and return a WHITE proxy card
                                            or otherwise vote as directed herein, but do not mark how your shares are to be voted,
                                            the individuals named as proxies therein will vote your shares in accordance with the recommendation
                                            of the Board on the four proposals…” (emphasis added). We do not understand
                                            the meaning of the highlighted phrase. Please revise, or advise.

Response:
In response to the Staff’s comment, the Company has revised the highlighted phrase in Amendment No. 1 to replace the highlighted
phrase with a reference to a voting instruction form.

4. Please
                                            correct the reference to “November 31, 2023” on page 6 and the reference to “Rule
                                            14a-4I” on page 9.

Response:
In response to the Staff’s comment, in Amendment No. 1, the Company revised the reference to “November 31, 2023” to
say “November 30, 2023” and the reference to “Rule 14a-4I” to say “Rule 14a-4(c)”.

Background
of the Solicitation, beginning on Page 14

5. We
                                            note the following statement on page 14: “His behavior following his termination was
                                            said to be highly inappropriate and unbecoming of a fiduciary of a public company, including
                                            issuing an unauthorized filing on behalf of the Company.” Please clarify by disclosing
                                            who said this.

Response:
In response to the Staff’s comment, the Company has revised its statement in Amendment No. 1 to clarify that the statement was
made by Rockwell Medical. For the Staff’s reference, a copy of the May 22, 2018 press release issued by Rockwell Medical, Inc.
is attached as Exhibit A hereto, a copy of the Form 8-K reportedly issued by Robert Chioini without authorization on May 23, 2018
is attached as Exhibit B hereto, and a copy of the May 24, 2018 press release issued by Rockwell Medical, Inc. relating to, among
other things, Mr. Chioini’s post-termination behavior, is attached as Exhibit C hereto.

    2

United
States Securities and Exchange Commission

October
24, 2023

Page
3

6. Please
                                            provide brief disclosure regarding the Company’s November 9, 2022 press release.

Response:
In response to the Staff’s comment, the Company has added disclosure in Amendment No. 1 regarding the Company’s November
9, 2022 press release.

7. We
                                            note the statement at the bottom of page 18 that “[t]he motion remains pending.”
                                            We understand that such motion was denied on September 27, 2023. Please revise, or advise.

Response:
In response to the Staff’s comment, the Company has revised the disclosure to reflect subsequent developments relating to the motion
(and litigation) in question.

 General

8. We
                                            refer to paragraph (a) under the section of the Rejection Letter titled, “Failure to
                                            Disclose Information Required by the Proxy Rules,” and note the following statement:
                                            “This defect is especially consequential not only because it fails to satisfy the clear
                                            requirement of the Advance Notice Bylaw, but also because, if the Company were to determine
                                            it is required to use a universal proxy card for the 2023 Annual Meeting, the Company does
                                            not have the consent of Messrs. Chioini, Deutsch and Kellner to name them on its universal
                                            proxy card because of the deficient nominee consents included in the Notice do not give the
                                            Company consent to name them in the Company’s proxy statement.” We do not understand
                                            how the Company reached this conclusion, which is inconsistent with the manner in which Rule
                                            14a-4(d)(1)(i) operates following its recent revision. Please advise. Please also confirm,
                                            if true, that the Company will not, on the basis of such interpretation and in the event
                                            that the Delaware litigation results in a finding that the Purported Nomination Notice is
                                            valid, seek to avoid placing the Dissident’s Group’s nominees on the Company’s
                                            universal proxy card.

Response:
In response to the Staff’s comment, the Company hereby confirms to the Staff that while the consent language used in the nominee
consents given by the dissident nominees did not comply with the requirements of the Company’s bylaws, the Company will not rely
upon the statement in the Rejection Letter regarding the operation of Rule 14a-4(d)(1)(i). The Company also confirms that it will not,
on the basis of the aforementioned statement in the Rejection Letter, seek to avoid placing the Dissident Group’s nominees on the
Company’s universal proxy card if the Delaware litigation results in a finding that the Purported Nomination Notice is valid. Consistent
with this position, the Company also respectfully refers the Staff to the disclosure in the Preliminary Proxy Statement and in Amendment
No. 1 that “if the [Delaware] litigation results in a finding that the Purported Nomination Notice is valid, then the Company will
amend the Proxy Statement and the accompanying WHITE proxy card to reflect those developments and to include the names of Mr. Kellner’s
nominees on a WHITE universal proxy card, and the Company will mail the revised proxy statement and a WHITE universal proxy card to stockholders.”

    3

United
States Securities and Exchange Commission

October
24, 2023

Page
4

9. Please
                                            ensure that, pursuant to Item 7(b) of Schedule 14A, the filing includes disclosure fully
                                            responsive to Item 407 of Regulation S-K. For example, please disclose who recommended Ms.
                                            Bryan to the Board (see Item 407(c)(2)(vii) of Regulation S-K and Question 133.03 under the
                                            staff’s Regulation S-K Compliance and Disclosure Interpretations), and please disclose
                                            any information regarding the engagement of compensation consultants (see Item 407(e)(3)
                                            of Regulation S-K).

Response:
In response to the Staff’s comment, the Company has included in Amendment No. 1 the information required by Item 407(c)(2)(vii)
of Regulation S-K regarding Ms. Bryan’s recommendation to the Board.

In
addition, in response to comment 6 above, the Company has also provided disclosure in Amendment No. 1 regarding the Company’s November
9, 2022 press release and the fact that the Compensation Committee ultimately did not engage a second compensation consultant. The Company
has provided disclosure in Amendment No. 1 relating to the compensation consultant that is engaged by the Compensation Committee.

*
* *

If
any supplemental information is required by the Staff or if you have any questions regarding the foregoing, please direct any such requests
or questions to me at (212) 909-3035 or shaun.mathew@kirkland.com.

    Sincerely,

    /s/
    Shaun J. Mathew

    Shaun
    J. Mathew, P.C.

    cc:

    Peter
    W. Rodino III

    AIM
    ImmunoTech Inc.

    Richard
    Feiner, Esq.

    Silverman
    Shin & Byrne PLLC

    Evan
    Johnson

    Kirkland
    & Ellis LLP

    4

United
States Securities and Exchange Commission

October
24, 2023

Exhibit
A

Rockwell
Medical, Inc. – May 22, 2018 Press Release

United
States Securities and Exchange Commission

October
24, 2023

Exhibit
B

Rockwell
Medical, Inc. – May 23, 2018 Form 8-K

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549

FORM
8-K

CURRENT
REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported): May 23, 2018

ROCKWELL
MEDICAL, INC.

(Exact
name of registrant as specified in its charter)

    Michigan

    000-23661

    38-3317208

    (State
    or other jurisdiction

    (Commission

    (IRS
    Employer

    of
    incorporation)

    File
    Number)

    Identification
    No.)

    30142
    Wixom Road, Wixom, Michigan

    48393

    (Address
    of principal executive offices)

    (Zip
    Code)

Registrant’s
telephone number, including area code (248) 960-9009

Not
applicable

(Former
name or former address, if changed since last report)

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

    ☐
    Written
    communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐
    Soliciting
    material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐
    Pre-commencement
    communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐
    Pre-commencement
    communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item
8.01 Other Events

A
board meeting called for the purpose of discussing a shareholder demand letter and informing the board that the independent non-conflicted
directors had hired independent counsel to conduct an internal investigation in response to the demand letter requiring immediate initiation
of an investigation of alleged breach of fiduciary duties by various directors and other possible violations of federal securities laws.
The directors who are the subjects of the allegations of breaches of fiduciary duty asserted the position that they voted to fire the
CEO. As that action was not the purpose of the special meeting, the determination of the non-conflicted independent directors was that
the termination was not effective, and based on that and in accordance with the CEO’s employment contract the CEO remains. The
CEO through counsel has notified the SEC of the action taken by the directors whose conduct is discussed in the demand letter that gives
rise to the investigation, and the CEO continues to serve as the CEO consistent with the terms of his employment agreement. The internal
investigation is proceeding under the two non-conflicted independent directors Patrick Bagley and Ronald Boyd.

    2

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

    ROCKWELL
    MEDICAL, INC.

    May
    23, 2018
    By:

    /s/
    Robert L. Chioini

    Robert
    L. Chioini

    Its:

    Chief Executive Officer

    3

United
States Securities and Exchange Commission

October
24, 2023

Exhibit
C

Rockwell
Medical, Inc. – May 24, 2018 Press Release

United States securities and exchange commission logo
October 20, 2023
Ted D. Kellner
Nominating Stockholder
Kellner Group
790 North Water Street, Suite 2175
Milwaukee, WI 53202
Re:Kellner Group
AIM ImmunoTech Inc.
PREC14A filed October 13, 2023
Filed by Ted D. Kellner, Todd Deutsch, and Robert L. Chioini
File No. 001-27072
Dear Ted D. Kellner:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed October 13, 2023
Voting and Proxy Procedures, page 28
1.Please correct the references to "our common stock" on page 29.
General
2.On the proxy card, please put the Kellner Group Nominees in alphabetical order by last
name. See Rule 14a-19(e)(4).
3.We note the disclosure on the proxy card that indicates that stockholders "should not
check more than four boxes in total (whether 'FOR' or 'WITHHOLD') under Proposal 1."
We also note the related statement on page 29. Please remove, or advise as to why such
disclosure exists. If the reason for such disclosure is the concern that "WITHHOLD" votes
may be counted for overvote purposes, it is our understanding that such concern is no

 FirstName LastNameTed D. Kellner
 Comapany NameKellner Group
 October 20, 2023 Page 2
 FirstName LastName
Ted D. Kellner
Kellner Group
October 20, 2023
Page 2
longer relevant.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions
cc:       John Harrington

United States securities and exchange commission logo
October 19, 2023
Peter W. Rodino III
General Counsel
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re:AIM ImmunoTech Inc.
PREC14A filed October 10, 2023
File No. 001-27072
Dear Peter W. Rodino III:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
            Capitalized terms used but not defined have the meaning given them in the filing.
PREC14A filed October 10, 2023
Questions and Answers about the Annual Meeting and Voting, page 3
1.References to "against" votes with respect to Proposal 1 appear to be incorrect. Please
remove such references, or advise.
2.We note that the disclosure on page 9 indicates that "[a]bstentions" will have no effect on
the outcome of Proposal 1. We also note that the proxy card includes disclosure indicating
that "IF NO CONTRARY INSTRUCTION IS GIVEN...," then the shares will be voted
for all of the nominees listed in Proposal 1. Please disclose clearly how the proxy holders
will treat a proxy card that includes a vote or votes on Proposals 2 through 4, but makes
no mark with respect to Proposal 1. The absence of a mark in such circumstances would
appear to represent an abstention and should therefore not be treated as a vote "FOR
ALL." Please confirm, or advise.

 FirstName LastNamePeter W. Rodino III
 Comapany NameAIM ImmunoTech Inc.
 October 19, 2023 Page 2
 FirstName LastNamePeter W. Rodino III
AIM ImmunoTech Inc.
October 19, 2023
Page 2
3.We note the following disclosure on page 9: "If you sign and return a WHITE proxy card
or otherwise vote as directed herein, but do not mark how your shares are to be voted, the
individuals named as proxies therein will vote your shares in accordance with the
recommendation of the Board on the four proposals..." (emphasis added). We do not
understand the meaning of the highlighted phrase. Please revise, or advise.
4.Please correct the reference to "November 31, 2023" on page 6 and the reference to "Rule
14a-4I" on page 9.
Background of the Solicitation, page 14
5.We note the following statement on page 14: "His behavior following his termination was
said to be highly inappropriate and unbecoming of a fiduciary of a public company,
including issuing an unauthorized filing on behalf of the Company." Please clarify by
disclosing who said this.
6.Please provide brief disclosure regarding the Company's November 9, 2022 press release.
7.We note the statement at the bottom of page 18 that "[t]he motion remains pending." We
understand that such motion was denied on September 27, 2023. Please revise, or advise.
General
8.We refer to paragraph (a) under the section of the Rejection Letter titled, "Failure to
Disclose Information Required by the Proxy Rules," and note the following statement:
"This defect is especially consequential not only because it fails to satisfy the clear
requirement of the Advance Notice Bylaw, but also because, if the Company were to
determine it is required to use a universal proxy card for the 2023 Annual Meeting, the
Company does not have the consent of Messrs. Chioini, Deutsch and Kellner to name
them on its universal proxy card because of the deficient nominee consents included in the
Notice do not give the Company consent to name them in the Company’s proxy
statement." We do not understand how the Company reached this conclusion, which is
inconsistent with the manner in which Rule 14a-4(d)(1)(i) operates following its recent
revision. Please advise. Please also confirm, if true, that the Company will not, on the
basis of such interpretation and in the event that the Delaware litigation results in a finding
that the Purported Nomination Notice is valid, seek to avoid placing the Dissident's
Group's nominees on the Company's universal proxy card.
9.Please ensure that, pursuant to Item 7(b) of Schedule 14A, the filing includes disclosure
fully responsive to Item 407 of Regulation S-K. For example, please disclose who
recommended Ms. Bryan to the Board (see Item 407(c)(2)(vii) of Regulation S-K and
Question 133.03 under the staff's Regulation S-K Compliance and Disclosure
Interpretations), and please disclose any information regarding the engagement of
compensation consultants (see Item 407(e)(3) of Regulation S-K).
            We remind you that the filing persons are responsible for the accuracy and adequacy of

 FirstName LastNamePeter W. Rodino III
 Comapany NameAIM ImmunoTech Inc.
 October 19, 2023 Page 3
 FirstName LastName
Peter W. Rodino III
AIM ImmunoTech Inc.
October 19, 2023
Page 3
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions
cc:       Shaun J. Mathew, P.C.

United States securities and exchange commission logo
September 26, 2022
John J. Harrington
Partner
Baker & Hostetler LLP
Key Tower, 127 Public Square
Suite 200
Cleveland, OH 44114
Re:AIM ImmunoTech Inc.
Preliminary Proxy Statement filed by Jonathan Jorgl et al.
Filed September 23, 2022
File No. 001-27072
Dear Mr. Harrington:
            We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
PRRN14A filed on September 23, 2022
General
1.We note your response to Comment 3.  We do not necessarily agree with your analysis or
conclusion but have no further comment at this time.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
             Please direct any questions to Michael Killoy at 202-551-7576 or Christina Chalk at 202-
551-3263.

 FirstName LastNameJohn J. Harrington
 Comapany NameBaker & Hostetler LLP
 September 26, 2022 Page 2
 FirstName LastName
John J. Harrington
Baker & Hostetler LLP
September 26, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
September 22, 2022
John J. Harrington
Partner
Baker & Hostetler LLP
Key Tower, 127 Public Square
Suite 200
Cleveland, OH 44114
Re:AIM ImmunoTech Inc.
Preliminary Proxy Statement filed by Jonathan Jorgl et al.
Filed September 15, 2022
File No. 001-27072
Dear Mr. Harrington:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as the preliminary proxy statement, unless otherwise
indicated.
PREC14A filed September 15, 2022
Cover Page
1.The cover page of Schedule 14A discloses that the proxy statement is being filed by
Jonathan Thomas Jorgl, Robert L. Chioini and Michael Rice.  Please revise the cover page
above the heading "Name of Person(s) Filing Proxy Statement, if other than the
Registrant" to indicate that the solicitation is also being made by the other participants
identified within your proxy statement, including Michael Xirinachs, Paul Tusa, River
Rock Advisors LLC, and Looking Glass Capital Consultants Inc.
Letter to AIM Stockholders, page 2
2.Refer to the second paragraph in the letter to AIM stockholders.  The disclosure is

 FirstName LastNameJohn J. Harrington
 Comapany NameBaker & Hostetler LLP
 September 22, 2022 Page 2
 FirstName LastNameJohn J. Harrington
Baker & Hostetler LLP
September 22, 2022
Page 2
confusing and appears to indicate that Mr. Jorgl is a nominee.  In addition, it does not
make clear that there are other participants in this solicitation besides Mr. Jorgl, Mr. Rice
and Mr. Chioini.  Please revise.
General
3.We note the DFAN14A's filed on July 21, 2022 and August 16, 2022 did not identify all
of the participants in this solicitation, as required by Rule 14a-12(a)(1).  Under Instruction
3(a)(iv) of Item 4 of Schedule 14A the term "participant" includes "any person who
finances or joins with another to finance the solicitation of proxies, except persons who
contribute not more than $500 and who are not otherwise participants."  Written
communications furnished before a proxy statement is filed violate Rule 14a-3(a) unless
made in reliance in Rule 14a-12. See Rule 14a-6(o).  Please advise.
4.Please disclose what will happen to proxies granted to you if the Delaware Chancery
Court rules in the Company's favor and determines that your nominations are invalid.
Your revised disclosure should address the impact on votes for your own nominees, as
well as votes for the Company's nominees made on your proxy card.
5.Fill in the blanks throughout the proxy statement and revise to reflect the fact that the
Company has now filed a definitive proxy statement.  Information that is subject to
change may be bracketed.
6.Where you reference the Company's nominees included on your proxy card, include
disclosure that information about those nominees may be located, free of charge, on the
Commission's website.  See Item 7(f) of Schedule 14A.
7.All statement of belief or opinion must be clearly characterized as such and should not be
presented as facts.  Please revise the proxy statement generally to make clear when you
are expressing an opinion.  See for example, multiple statements in the Background
section, including the following:

- "And, Mr. Jorgl's 13-page notice included all of the required information under the
Bylaws, without omission.

- "The allegations in the Florida Section 13(d) Action are entirely without merit as it
relates to the members of the ASFV Committee."

- "On July 21, 2022, the ASFV Committee issued a press release to clear the record that
the nominations were valid and demonstrate that the Board's actions were desperate
attempts to stifle basic stockholder rights and to entrench the incumbent directors."
8.Where you reference declines in the Company's stock price, please include relevant dates.
See for example, the disclosure in first paragraph of the Reasons for the Solicitation
section.
9.Where you make factual assertions such as regarding the Company's performance and

 FirstName LastNameJohn J. Harrington
 Comapany NameBaker & Hostetler LLP
 September 22, 2022 Page 3
 FirstName LastName
John J. Harrington
Baker & Hostetler LLP
September 22, 2022
Page 3
results of prior shareholder votes, revise to include by footnote the source of such
information.
10.Prominently disclose what will happen if a proxy is voted for less than three directors.
See Rule 14a-19(e)(7).
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Michael Killoy at 202-551-7576 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

    Shaun
                                            J. Mathew, P.C.

    To
    Call Writer Directly:

    +1 212 909 3035

    shaun.mathew@kirkland.com

    601
                                            Lexington Avenue

    New
    York, NY 10022

    United
    States

    +1
    212 446 4800

    www.kirkland.com

    Facsimile:

                                            +1 212 446 4900

VIA
EDGAR AND EMAIL

September
21, 2022

Division
of Corporation Finance

Office of Mergers & Acquisitions

United
States Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Attention:

    Christina Chalk and
    Michael Killoy

    Re:
    AIM
                                            ImmunoTech Inc.

    Preliminary
    Proxy Statement filed on Schedule 14A (PREC14A)

    Filed
    September 9, 2022 by AIM ImmunoTech Inc.

    File
    No. 001-27072

Dear
Ms. Chalk and Mr. Killoy:

On
September 19, 2022, AIM ImmunoTech Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”)
the Definitive Proxy Statement (the “Proxy Statement”). Today, the Company filed with the Commission an Amendment
No. 1 to the Proxy Statement (“Amendment No. 1”).

On
behalf of the Company, we are writing to respond to the comments raised in the letter to the Company dated September 20, 2022, from the
staff (the “Staff”) of the Commission concerning the above captioned Preliminary Proxy Statement (the “Preliminary
Proxy Statement”) in respect of the Company’s 2022 Annual Meeting of Stockholders. For ease of reference, we have responded
to the text of the Staff’s comments in bold-face type below, followed by the Company’s response. In addition, a copy of Amendment
No. 1 is attached. The Company intends to mail Amendment No. 1 to all stockholders together with a copy of the revised white proxy card
described below.

Preliminary
Proxy Statement on Schedule 14A filed September 9, 2022

Nominees
for Election as Director, page 28

1. Please
                                            state the ages of all director nominees per Item 7(b) of Schedule 14A. See Item 401(a) of
                                            Regulation S-K.

Response:
In response to the Staff’s comment, the Company has presented revised biographical information for all director nominees, including
their respective ages, in Amendment No. 1.

September 21,
2022 | Page 2

Form
of Proxy, page A-4

2. Since
                                            a plurality voting standard applies to this election of directors, the proxy may not provide
                                            a means to vote against a nominee. See Rule 14a-4(b)(4). Please revise the form of proxy
                                            accordingly.

Response:
In response to the Staff’s comment, the Company revised the Instructions to Proposal 1 on its form of white proxy card in Amendment
No. 1 to clarify that stockholders may not vote against any nominee in light of the plurality voting standard applicable to the election
of directors. The revised Instructions read, “To withhold authority to vote for an individual nominee, mark the “FOR ALL
EXCEPT” box and write the name(s) of the nominee(s) on the line below that you wish to withhold authority to vote for: ________________________________”.

The
Company will mail a white proxy card that reflects the foregoing revisions to all stockholders and cease further distribution of the
original white proxy card sent with the Proxy Statement (the “Original Proxy Card”).

The
Company has further provided in Amendment No. 1 that an Original Proxy Card that is marked “FOR ALL EXCEPT” and includes
the name(s) of any nominee(s) on the line below will be treated as an instruction for the proxies to withhold authority to vote for the
nominee(s) so named on the line.

In
further response to the Staff’s comment, Amendment No. 1 amends and restates the first sentence in the response to the question
“How do abstentions, against votes, broker non-votes, withhold votes and unmarked WHITE proxy cards affect the voting results?”
on page 7 of the Proxy Statement to remove the reference to “against” votes with respect to Proposal 1. Following the revisions
in Amendment No. 1 and to the revised white proxy card attached thereto, all references in the Proxy Statement and white proxy card are
to withholding authority to vote on nominees rather than voting against any nominees.

    Sincerely,

    /s/ Shaun J. Mathew

    Shaun J. Mathew, P.C.

    cc:
    Peter Rodino

    AIM ImmunoTech Inc.

    Richard Feiner, Esq.

    Silverman Shin & Byrne PLLC

United States securities and exchange commission logo
September 20, 2022
Shaun Mathew
Partner
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Re:AIM ImmunoTech Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 9, 2022
File No. 001-27072
Dear Mr. Mathew:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used here have the same meaning as in your proxy statement.
Preliminary Proxy Statement on Schedule 14A filed September 9, 2022
Nominees for Election as Director, page 28
1.Please state the ages of all director nominees per Item 7(b) of Schedule 14A.  See Item
401(a) of Regulation S-K.
Form of Proxy, page A-4
2.Since a plurality voting standard applies to this election of directors, the proxy may not
provide a means to vote against a nominee.  See Rule 14a-4(b)(4).  Please revise the form
of proxy accordingly.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameShaun Mathew
 Comapany NameKirkland & Ellis LLP
 September 20, 2022 Page 2
 FirstName LastName
Shaun Mathew
Kirkland & Ellis LLP
September 20, 2022
Page 2
            Please direct any questions to Michael Killoy at 202-551-7576 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

February
1, 2022

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc.

    Registration
    Statement on Form S-3

    (SEC
    filing No. 333-262280)

    Acceleration
    Request

    Requested
    Date: February 4, 2022

    Requested
    Time: 4:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-262280) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Byrne
PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very truly yours,

    AIM IMMUNOTECH INC.

    By:
    /s/
    Ellen Lintal

    Ellen
    Lintal,

    Chief
    Financial Officer

cc:
Richard Feiner, Esq.

  Corporate Headquarters

  2117 SW Highway 484, Ocala FL 34473

  t: 352-448-7797

  f: 352-480-46

  Finance & Administration

  604 Main Street, Riverton NJ 08077

  t: 352-448-7797

  f: 352-480-462

  Manufacturing

  783 Jersey Ave, New Brunswick, NJ 08901

  www.aimimmuno.com

  t: 732-249-3250

  f: 732-249-6895

United States securities and exchange commission logo
January 26, 2022
Thomas K. Equels
Chief Executive Officer
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re:AIM ImmunoTech Inc.
Registration Statement on Form S-3
Filed January 21, 2022
File No. 333-262280
Dear Mr. Equels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Feiner, Esq.

September 24, 2019
Thomas K. Equels
Chief Executive Officer and President
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re:AIM ImmunoTech Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 24, 2019
File No. 333-233657
Dear Mr. Equels:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 24, 2019 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed on September 24, 2019
Cover page
1.We note your response to comment 1 and your disclosure indicating you may decide to
extend the offering period beyond ten days from the date of the prospectus. Please revise
your disclosure to provide a termination date that is not indefinite.

 FirstName LastNameThomas K. Equels
 Comapany NameAIM ImmunoTech Inc.
 September 24, 2019 Page 2
 FirstName LastName
Thomas K. Equels
AIM ImmunoTech Inc.
September 24, 2019
Page 2
            Please contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-
3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Rick Feiner, Esq.

CORRESP
1
filename1.htm

September
23, 2019

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
                                         ImmunoTech Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-233657)

    Acceleration
    Request

    Requested
    Date: September 24, 2019

    Requested
    Time: 5:30 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), AIM ImmunoTech Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-233657) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the Commission”).

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin &
Byrne PLLC, by calling Richard Feiner, Esq. at (646) 822-1170. We also respectfully request
that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent
to Mr. Feiner via email at rfeiner@silverfirm.com.

    Very
    truly yours,

    AIM
    ImmunoTech Inc.

    By:
    /s/
    Ellen Lintal

    Ellen
    Lintal,

    Chief
    Financial Officer

cc:
Richard Feiner, Esq.

    Corporate
    Headquarters

    2117
    SW Highway 484, Ocala FL 34473

    t:
    352-448-7797
    f:
    352-480-4620

    Finance
    & Administration

    604
    Main Street, Riverton NJ 08077

    t:
    352-448-7797
    f:
    352-480-4620

    Manufacturing

    783
    Jersey Ave, New Brunswick, NJ 08901
    www.aimimmuno.com
    t:
    732-249-3250
    f: 732-249-6895

CORRESP
1
filename1.htm

    SILVERMAN
                                         SHIN & BYRNE PLLC

        Wall
        Street Plaza

        22nd
        Floor

        88
        Pine Street

        NEW
        YORK, NY 10005

        212.779.8600

        Facsimile:
        212.779.8858

        __________

    New
                                         Jersey

        19
        Engle Street

        Tenafly,
        NJ 07670

        (201)
        567-4969

September
23, 2019

VIA
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-233657)

Dear
Sir or Madam:

On
behalf of the Company we file herewith Amendment No. 1 to the above referenced registration statement on Form S-1.

Also
filed herewith please find acceleration requests from the Company and the underwriter requesting that the effective date of the
above-referenced Registration Statement be accelerated so that it will become effective at 5:30 p.m. Eastern Time on September
24, 2019, or as soon thereafter as practicable.

Please
direct any questions or comments to the undersigned, Richard Feiner, Esq., 646 822-1170 (rfeiner@silverfirm.com).

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

    cc:  AIM
    ImmunoTech Inc.

CORRESP
1
filename1.htm

A.G.P./Alliance
Global Partners

590
Madison Avenue

New
York, New York 10022

September
23, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    AIM
    ImmunoTech Inc. (the “Company”)

    File
    No. 333-233657

    Registration
    Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that
the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:30 p.m.
Eastern Time on September 24, 2019, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By:
    Thomas
    J. Higgins

    /s/
    Thomas J. Higgins

    Name:
    Thomas
    J. Higgins

    Title:
    Managing
    Director

September 24, 2019
Thomas K. Equels
Chief Executive Officer and President
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala FL 34473
Re:AIM ImmunoTech Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 24, 2019
File No. 333-233657
Dear Mr. Equels:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed on September 24, 2019
Cover page
1.We note your amended disclosure indicating the offering is being made on a best efforts
basis. Please revise your cover page to include the date the offering will end.
Additionally, disclose any arrangements to place funds in escrow, trust or similar account,
and if you have not made any such arrangements, state this fact and describe the effect on
investors. Refer to Item 501(b)(8)(iii) of Regulation S-K.
            Please contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at (202) 551-
3625 with any questions.

 FirstName LastNameThomas K. Equels
 Comapany NameAIM ImmunoTech Inc.
 September 24, 2019 Page 2
 FirstName LastName
Thomas K. Equels
AIM ImmunoTech Inc.
September 24, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Rick Feiner, Esq.

September 12, 2019
Thomas K. Equels
Chief Executive Officer and President
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala FL 34473
Re:AIM ImmunoTech Inc.
Registration Statement on Form S-1
Filed September 6, 2019
File No. 333-233657
Dear Mr. Equels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Rick Feiner, Esq.

CORRESP
1
filename1.htm

                                                                                                                SILVERMAN
SHIN & BYRNE PLLC

        Wall
        Street Plaza

        22nd
        Floor

        88
        Pine Street

        NEW
        YORK, NY 10005

        212.779.8600

        Facsimile:
        212.779.8858

                                                                     New
                                         Jersey

        19
        Engle Street

        Tenafly,
        NJ 07670

        (201)
567-4969

September
6, 2019

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    AIM
    ImmunoTech Inc. (formerly Hemispherx Biopharma, Inc.)

    Registration
    Statement on Form S-1

Dear
Sir or Madam:

On
behalf of AIM ImmunoTech Inc. we file herewith a registration statement on Form S-1.

Please
direct any questions or comments to the undersigned, Richard Feiner, Esq., 646 822-1170 (rfeiner@silverfirm.com)
or John Shin, Esq., 646 822-1165 (jshin@silverfirm.com).

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

cc:
AIM ImmunoTech Inc..

CORRESP
1
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February
11, 2019

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20002

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-229051)

    Acceleration
    Request

    Requested
    Date: February 14, 2019

    Requested
    Time: 4:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Hemispherx Biopharma, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-229051) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin &
Byrne PLLC, by calling Richard Feiner, Esq. at (646) 822-1170.

    Very
    truly yours,

    HEMISPHERX
    BIOPHARMA, INC.

    By:
     /s/
    Adam Pascale

    Adam
    Pascale,

    Chief
    Financial Officer

cc:
Richard Feiner, Esq.

    Corporate
    Headquarters

    2117
    SW Highway 484, Ocala FL 34473

    t:
    407-839-0095
    f:
    407-839-2050

    Finance
    & Administration

    600
    Main Street, Suite 2, Riverton NJ 08077

    t:
    215-988-0080
    f:
    215-988-1739

    Manufacturing

    783
    Jersey Ave, New Brunswick, NJ 08901
    www.hemispherx.net
    t:
    732-249-3250
    f:
    732-249-6895

CORRESP
1
filename1.htm

    SILVERMAN
    SHIN & BYRNE PLLC
    New
    Jersey

    Wall
    Street Plaza
    19
    Engle Street

    22nd
    Floor
    Tenafly,
    NJ 07670

    88
    Pine Street
    (201)
    567-4969

    NEW
    YORK, NY 10005

    212.779.8600

    Facsimile:
    212.779.8858

February
6, 2019

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-1 (SEC File No. 333-229051)

    Filed
    with the Commission on December 27, 2018

Dear
Sir or Madam:

On
behalf of Hemispherx Biopharma, Inc. (the “Company”), we file herewith Amendment No. 1 to the above referenced registration
statement. It contains all of the material terms of the rights offering.

As
the Company’s financial statements go stale end of day on February 14, 2019, we anticipate requesting acceleration to that
date.

If
you have any questions, please contact me as soon as possible.

    Very
    truly yours,

    /s/
    Richard     Feiner

    Richard
    Feiner

cc:
Hemispherx Biopharma, Inc.

CORRESP
1
filename1.htm

HEMISPHERX
BIOPHARMA, INC.

1617
JFK Boulevard

Philadelphia,
Pennsylvania 19103

July
31, 2018

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20002

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-226057)

    Acceleration
    Request

    Requested
    Date: August 3, 2018

    Requested
    Time: 4:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Hemispherx Biopharma, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-226057) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Silverman Shin &
Byrne PLLC, by calling Richard Feiner, Esq. at (646) 822-1170.

    Very
    truly yours,

    HEMISPHERX
    BIOPHARMA, INC.

    By:
    /s/
    Adam     Pascale

    Adam
    Pascale,

    Chief
    Financial Officer

    cc:
                                         Richard Feiner, Esq.

CORRESP
1
filename1.htm

HEMISPHERX BIOPHARMA, INC.

1617 JFK Boulevard

Philadelphia, Pennsylvania 19103

July 31, 2018

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20002

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-3

    (SEC
    filing No. 333-226059)

    Acceleration
    Request

    Requested
    Date: August 3, 2018

    Requested
    Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Hemispherx Biopharma, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement on Form S-1 (File No. 333-226059) (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel
may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Silverman Shin & Byrne PLLC, by calling Richard
Feiner, Esq. at (646) 822-1170.

    Very truly yours,

    HEMISPHERX BIOPHARMA, INC.

    By:
    /s/
    Adam Pascale

    Adam Pascale,

    Chief Financial Officer

cc: Richard Feiner, Esq.

CORRESP
1
filename1.htm

        SILVERMAN
        SHIN & BYRNE PLLC

        Wall
        Street Plaza

        22nd
        Floor

        88
        Pine Street

        NEW
        YORK, NY 10005

        212.779.8600

        Facsimile:
        212.779.8858

        E-mail:
        Rfeiner@Silverfirm.com

        __________

        New
        Jersey

        19
        Engle Street

        Tenafly,
        NJ 07670

        (201)
        567-4969

July
20, 2018

Division
of Corporation Finance

Office
of Healthcare & Insurance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Irene Paik, Esq.

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    Filed
    July 2, 2018

    File
    No. 333-226057

Dear
Ms. Paik:

On
behalf of Hemispherx Biopharma, Inc. (the “Company”), I hereby file Amendment No. 1 (the “Amendment”)
to the above referenced registration statement (the “Registration Statement”) and respond to the comments contained
in the Commission’s July 11, 2018 comment letter.

Registration
Statement on Form S-1 filed July 2, 2018

General

Comment
No. 1: We note that you entered into an amended and restated Rights Agreement on November 14, 2017. Please revise your
fee table to register the Rights to Purchase Series A Junior Participating Preferred Stock as separate securities. In
addition, please include a description of the Rights to Purchase Series A Junior Participating Preferred Stock in the
prospectus or incorporate by reference the description of the Rights to Purchase Series A Junior Participating Preferred
Stock contained in the Form 8-A filed November 14, 2017, pursuant to Item 9 of Form S-1.

Response:
In the Amendment, the fee table has been revised to register the Rights to Purchase Series A Junior Participating Preferred
Stock (the “Rights”) and descriptions of the Rights and the corresponding Rights Plan have been added and
incorporated by reference from the Form 8-A filed November 14, 2017.

If
you have any additional questions or comments, please contact me. If not, the Company will file an acceleration request.

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

cc:
Adam Pascale

CORRESP
1
filename1.htm

                                                                                                                SILVERMAN
        SHIN & BYRNE PLLC

        Wall
        Street Plaza

        22nd
        Floor

        88
        Pine Street

        NEW
        YORK, NY 10005

        212.779.8600

        Facsimile:
        212.779.8858

        E-mail:
        Rfeiner@Silverfirm.com

        __________

        New
        Jersey

        19
        Engle Street

        Tenafly,
        NJ 07670

        (201)
        567-4969

July
20, 2018

Division
of Corporation Finance

Office
of Healthcare & Insurance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Irene Paik, Esq.

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-3

    Filed
    July 2, 2018

    File
    No. 333-226059

Dear
Ms. Paik:

On
behalf of Hemispherx Biopharma, Inc. (the “Company”), I hereby file Amendment No. 1 (the “Amendment”)
to the above referenced registration statement (the “Registration Statement”) and respond to the comments contained
in the Commission’s July 11, 2018 comment letter.

Registration
Statement on Form S-3 filed July 2, 2018

General

Comment
No. 1: We note that you entered into an amended and restated Rights Agreement on November 14, 2017. Please revise your fee
table to register the Rights to Purchase Series A Junior Participating Preferred Stock as separate securities. In addition, please
incorporate by reference the description of the Rights to Purchase Series A Junior Participating Preferred Stock contained in
the Form 8-A filed November 14, 2017, pursuant to Item 12(a)(3) of Form S-3.

Response:
In the Amendment, the fee table has been revised to register the Rights to Purchase Series A Junior Participating Preferred
Stock (the “Rights”) and descriptions of the Rights and the corresponding Rights Plan have been added and incorporated
by reference from the Form 8-A filed November 14, 2017.

If
you have any additional questions or comments, please contact me. If not, the Company will file an acceleration request.

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

cc:
Adam Pascale

July 11, 2018
Thomas K. Equels
Chief Executive Officer
Hemispherx Biopharma, Inc.
860 N. Orange Avenue, Suite B,
Orlando, Florida 92130
Re:Hemispherx Biopharma, Inc.
Registration Statement on Form S-1
Filed July 2, 2018
File No. 333-226057
Dear Mr. Equels:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed July 2, 2018
General
1.We note that you entered into an amended and restated Rights Agreement on November
14, 2017.  Please revise your fee table to register the Rights to Purchase Series A Junior
Participating Preferred Stock as separate securities.  In addition, please include a
description of the Rights to Purchase Series A Junior Participating Preferred Stock in the
prospectus or incorporate by reference the description of the Rights to Purchase Series A
Junior Participating Preferred Stock contained in the Form 8-A filed November 14, 2017,
pursuant to Item 9 of Form S-1.

 FirstName LastNameThomas K. Equels
 Comapany NameHemispherx Biopharma, Inc.
 July 11, 2018 Page 2
 FirstName LastName
Thomas K. Equels
Hemispherx Biopharma, Inc.
July 11, 2018
Page 2
             We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Richard Feiner, Esq.

October 10, 2017
Thomas K. Equels
Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, PA 19103
Hemispherx Biopharma, Inc.
Registration Statement on Form S-3
Filed September 29, 2017
File No. 333-220756Re:
Dear Mr. Equels:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Richard Feiner, Esq.

CORRESP
1
filename1.htm

HEMISPHERX
BIOPHARMA, INC.

1617
JFK Boulevard

Philadelphia,
Pennsylvania 19103

October
10, 2017

Suzanne
Hayes, Esq.

Assistant
Director

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20002

    Re:
    Hemispherx Biopharma, Inc.

    Registration Statement on Form S-1

    (SEC filing No. 333-220756)

    Acceleration Request

    Requested Date:   October 12, 2017

    Requested Time:  4:00 P.M. Eastern Time

Dear
Ms. Hayes:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Hemispherx Biopharma, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-220756) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Silverman Shin & Byrne PLLC, by calling Richard Feiner, Esq. at (646) 822-1170.

    Very
    truly yours,

    HEMISPHERX
    BIOPHARMA, INC.

    By:
    /s/
    Adam     Pascale

    Adam
    Pascale,

    Chief
    Financial Officer

    cc:
    Richard Feiner, Esq.

CORRESP
1
filename1.htm

    SILVERMAN
SHIN & BYRNE PLLC

        Wall
        Street Plaza

        22nd
        Floor

        88
        Pine Street

        NEW
        YORK, NY 10005

        212.779.8600

        Facsimile:
        212.779.8858

        __________

    New
Jersey

        19
        Engle Street

        Tenafly,
        NJ 07670

        (201)
        567-4969

  May
                                                                            19, 2017

Suzanne
Hayes

Assistant
Director

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Hemispherx Biopharma, Inc.

    Registration Statement on Form S-1

    Filed May 4, 2017

    File No.
    333-217671

Dear
Ms. Hayes:

On
behalf of Hemispherx Biopharma, Inc. (the “Company”), I hereby file Amendment No. 1 (the “Amendment”) to
the above referenced registration statement (the “Registration Statement”) and respond to the comments contained in
your May 15, 2017 comment letter. Please note that the primary reason for the Amendment is to incorporate by reference filings
made after the Registration Statement was filed.

Comment
No. 1. We note that you have a pending request for confidential treatment. Please be advised that we will not be in a position
to declare your registration statement effective until we resolve any issues concerning the confidential treatment request.

Response:
	The Commission granted confidential treatment to the Company’s request for confidential treatment (File No. 000-27072
- CF# 34626) on May 16, 2017.

Please
note that the Company has filed an acceleration request simultaneously herewith.

    Very truly yours,

    /s/ Richard
    Feiner

    Richard Feiner

    cc:
    Adam Pascale

CORRESP
1
filename1.htm

HEMISPHERX
BIOPHARMA, INC.

1617
JFK Boulevard

Philadelphia,
Pennsylvania 19103

May
19, 2017

Suzanne
Hayes, Esq.

Assistant
Director

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20002

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    (SEC
    filing No. 333-217671)

    Acceleration
                                         Request

Requested
Date: May 23, 2017

Requested
Time: 4:00 P.M. Eastern Time

Dear
Ms. Hayes:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Hemispherx Biopharma, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-217671) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Silverman Shin & Byrne PLLC, by calling Richard Feiner, Esq. at (646) 822-1170.

    Very
    truly yours,

    HEMISPHERX
    BIOPHARMA, INC.

    By:
    /s/Adam
    Pascale

    Adam
    Pascale,

    Chief
    Financial Officer

cc:
Richard Feiner, Esq.

Mail Stop 4546

 May 15 , 201 7

Thomas K. Equels
Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103

Re: Hemispherx Biopharma, Inc.
  Registration Statement on Form S-1
Filed  May 4, 2017
  File No.  333-217671

Dear Mr. Equels :

We have limited our review of your registration statement to those issues we have
addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comment appl ies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in y our
response.

After reviewing any amendment to your registration statement and the information you
provide in response to th is comment, we may have additional comments.

General

1. We note that you have a pending request for confidential treatment . Please be advised
that we will not be in a position to declare your registration statement effective until we
resolve any issues concerning the confidential treatment request.

We remind you that the company and its management are responsible for the acc uracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Thomas K. Equels
Hemispherx Biopharma, Inc.
May 15, 2017
Page 2

 Please contact Jeffrey Gabor at (202)  551-2544 with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Richard Feiner , Esq.
 Silverman Shin & Byrne PLLC

CORRESP
1
filename1.htm

        SILVERMAN
        SHIN & BYRNE PLLC

        Wall
        Street Plaza

        22nd
        Floor

        88
        Pine Street

        NEW
        YORK, NY 10005

        212.779.8600

        Facsimile:
        212.779.8858

        __________

        New
        Jersey

        19
        Engle Street

        Tenafly,
        NJ 07670

        (201)
        567-4969

May
4, 2017

Suzanne
Hayes

Assistant
Director

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Hemispherx
    Biopharma, Inc.

    Registration
    Statement on Form S-1

Dear
Ms. Hayes:

On
behalf of Hemispherx Biopharma, Inc. (the “Company”), we file herewith the above referenced registration statement.

Please
direct any comments and other communications to the undersigned.

    Very
    truly yours,

    /s/
    Richard Feiner

    Richard
    Feiner

cc:
Hemispherx Biopharma, Inc.

CORRESP
1
filename1.htm

		Accelerationrequest8-15S-3UnivShelf

HEMISPHERX BIOPHARMA, INC.

1617 JFK Boulevard

Philadelphia, Pennsylvania  19103

August 3, 2015

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:    Hemispherx Biopharma, Inc.

Registration Statement on Form S-3

Filed June 25, 2015

File No. 333-205228

Dear Mr. Riedler:

Hemispherx Biopharma, Inc. (“Hemispherx”) hereby requests, pursuant to Rule 461 of Regulation C, that the effective date of the above referenced Registration Statement be accelerated so that it is declared effective at 4:00 p.m. on August 4, 2015 or as soon thereafter as practicable.

Hemispherx acknowledges that the disclosure in the filing is the responsibility of Hemispherx.

Hemispherx also represents to the Commission that should the Commission or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing and Hemispherx represents that it will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Hemispherx further acknowledges, that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve Hemispherx from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Very truly yours,

HEMISPHERX BIOPHARMA, INC.

By:    /s/:  William A. Carter

William A. Carter, MD

419324

Chief  Executive Officer

419324

July 2 , 2015

Via E-Mail
Thomas K. Equels
Chief Financial  Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103

Re: Hemispherx Biopharma, Inc.
  Registration Statement on Form S-3
Filed June 25 , 2015
  File No. 333-205228

Dear Mr. Equels :

We have limited our review of your registra tion statement to the issue s we have
addressed in the comment s below.

1. We are currently processing your pending request for confidential treatment .  Please be
advised that we will not  be in a position to declare this  registration statement effective
until we re solve all issues concerning the  confidential treatment request.

2. Please note that your registration statement  on Form S-3 must be signed by your chief
financial officer and controller/ principal accounting officer. Any person who occupies
more than one of the specified positions should indicate each capacity in which he or she
signs the report. Please ame nd your registration statement to include  these signatures. See
Instruction 1 to the Signatures section of Form S -3 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and a dequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should t he Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Thomas K. Equels
Hemispherx  Biopharma, Inc.
July 2 , 2015
Page 2

 the action of the Commission or the staff, acting pursuant to delega ted authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of  the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the p roposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact P reston Brewer at  (202) 551 -3969 , Dan Greenspan  at (202) 551 -3623 or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
 Assistant Director

cc: Via E -Mail
Richard Feiner, Esq.
 Silverman Shin Byrne & Gilchrest

August 21, 2012

Via E -mail
Charles Bernhardt
Chief Financial Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103

Re: Hemispherx Biopharma, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed  August 13, 2012
  File No.  001-13441

Dear Mr. Bernhardt:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey Riedl er
Assistant Director

cc: Via Email
 Richard Feiner, Esq.
 Silverman Sclar Shin & Byrne PLLC
 381 Park Avenue South, Suite 1601
 New York, NY 10016

CORRESP
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SILVERMAN SCLAR SHIN & BYRNE PLLC

381 Park Avenue South

Suite 1601

New York, New York 10016

212.779.8600

____________

Facsimile: 212.779.8858

Direct Facsimile: 917.720.0863

August 17, 2012

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Hemispherx Biopharma, Inc.

Preliminary Proxy Statement on Schedule
14A

Filed August 13, 2012

(SEC filing No. 001-13441)

Dear Mr. Riedler:

On behalf of Hemispherx Biopharma, Inc. (the "Company"),
we hereby respond to the comment contained in your August 17, 2011 comment letter.

Comment.	We note that in Proposal No. 4, the company
is requesting authority to issue up to 75 million of the 150 million Restricted Shares in capital raising transactions. Please
revise your disclosure to address, in the event shareholder approval is obtained for the allocation of the 75 million Restricted
Shares and FDA approval is not granted for Ampligen, how the company may use the proceeds from the issuance of such shares and
whether the company may use the proceeds for purposes other than as specifically discussed in the proxy statement.

Response: 	The Company will add the following sentence
to the end of the second to last paragraph of Proposal No. 4 in the DEF14A: “If Stockholders approve Proposal No. 4, the
Company will use proceeds from the sale of any of these shares in capital raising transactions only for the Potential Use of Proceeds
listed above.”

The Company does not believe that any additional revision to
the text of Proposal No. 4 is needed in response to the SEC’s comment for the following reasons:

 1. The “Potential Uses of Proceeds” as defined in Proposal No. 4 include a number of uses that do not relate to FDA
approval of the NDA for Ampligen®, including: (a) upgrading the manufacturing facility with regard to Alferon N Injection®;
(b) once manufacturing of Alferon N Injection® resumes, the Company believes that various investment opportunities to possibly
pursue other disease areas or geographic regions will present themselves; (c) building and maintaining sufficient inventory to
meet anticipated demand requiring working capital to procure raw materials, supplies and other items for the Company’s manufacturing
facility; (d), paying outside contractors for necessary services, for example, Final Fill and Finish operations; and (e) repaying
borrowings made in connection with the Company’s New Brunswick manufacturing facility enhancement project.

 2. The FDA notified the Company that it considers the Company’s recent submission as a complete response to its November
25, 2009 letter (the DEF14A will be updated to disclose this). This means that the user fee goal date, the date by which the FDA
will attempt to make a decision, is February 2, 2013. Prior to the date that the FDA actually makes a determination, a number of
activities included in the Potential Uses of Proceeds are planned, including preparation of the New Brunswick facility for the
FDA pre-approval inspections.

 3. The FDA could respond to the NDA in a number of ways, including, possibly, requiring the Company to spend additional monies
on new preclinical or clinical studies. The Potential Uses of Proceeds includes taking such further actions as may be required
by the FDA.

The Company acknowledges that:

 · The Company is responsible for the adequacy and accuracy
of the disclosures in the filing;

 · The Staff comments or changes to disclosure in response
to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 · The Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company further acknowledges, that the
action of the Commission or the staff, acting pursuant to delegated authority, in reviewing the filing does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

If you have any questions or comments with regard to the filing,
please contact me at the above address.

    Very truly yours,

    s/Richard Feiner

    Richard Feiner

August 17, 2012

Charles Bernhardt
Chief Financial  Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103

Re: Hemispherx Biopharma, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed  August 13, 2012
  File No.  001-13441

Dear Mr. Bernhardt :

We have limited our review of your proxy statement to the issue  we have addressed in
our comment.  Please respond to this letter by amending your proxy statement .  Where  you do
not believe our comment applies  to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your proxy statement , we may have  additional
comments.

1. We note that  in Proposal No. 4,  the company is requesting authority to issue up to  75
million of the 150 million Restricted Shares in capital raising transactions .  Please
revise  your disclosure to address , in the event shareholder approval is o btained for the
allocation of the 75 million Restricted Shares and FDA approval is not granted for
Ampligen,  how the company may use the proceeds from the issuance of such shares
and whether the company may use the proceeds for purposes other than as
speci fically discussed in the proxy statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable  Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, ple ase provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Charles Bernhardt
Hemispherx Biopharma, Inc.
August 17, 2012
Page 2

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Comm ission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Johnny  Gharib at (202) 551 -3170, Daniel Greenspan at (202) 551 -3623  or
me at (202) 551 -3715 with any  questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey Riedler
Assistant Director

cc: Via Email
 Richard Feiner, Esq.
 Silverman Sclar Shin & Byrne PLLC
 381 Park Avenue South, Suite 1601
 New York, NY 10016

September 1, 2011
 Via E-mail

Charles T. Bernhardt, CPA Hemispherx Biopharma, Inc. One Penn Center 1617 JFK Blvd., Suite 660 Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Preliminary Schedule 14A
Filed August 22, 2011 File No. 001-13441

Dear Mr. Bernhardt:
We have completed our review of your f iling.  We remind you that our comment or
changes to disclosure in response to our co mment do not foreclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Jeffrey Riedler
Jeffrey Riedler  Assistant Director
  cc: Via E-mail

Richard Feiner, Esq. Of Counsel Silverman Sclar Shin & Byrne PLLC 381 Park Avenue South New York, NY 10016

CORRESP
1
filename1.htm

    Unassociated Document

SILVERMAN SCLAR SHIN & BYRNE PLLC

381 Park Avenue South

Suite 1601

New York, New York 10016

212.779.8600

____________

Facsimile: 212.779.8858

Direct Facsimile: 917.720.0863

August 31, 2011

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Hemispherx Biopharma, Inc.

Preliminary Proxy Statement on Schedule 14A

(SEC filing No. 001-13441)

Dear Mr. Riedler:

On behalf of Hemispherx Biopharma, Inc. (the "Company"), we hereby respond to the comment contained in your August 31, 2011 comment letter.

Comment.        We note you have included a proposal in your proxy statement soliciting a shareholder advisory vote on executive compensation.  Please revise your proxy statement to also include a separate proposal soliciting a shareholder advisory vote on the frequency of shareholder votes on executive compensation as required by Rule 14A-21(b).

Response:       The Company’s proxy statement for its last annual meeting held on March 17, 2011 contained the required proposal soliciting a shareholder advisory vote on the frequency of shareholder votes on executive compensation as required by Rule 14A-21(b).  Accordingly,  pursuant to Rule 14A-21(b), no such proposal is required in the proxy statement for the upcoming Annual Meeting.

The Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing,

·

the Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing and

·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company further acknowledges, that the action of the Commission or the staff, acting pursuant to delegated authority, in reviewing the filing does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

If you have any questions or comments with regard to the filing, please contact me at the above address.

Very truly yours,

/s/ Richard Feiner

Richard Feiner

August 31, 2011
 Via E-mail

Charles T. Bernhardt, CPA Hemispherx Biopharma, Inc. One Penn Center 1617 JFK Blvd., Suite 660 Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Preliminary Schedule 14A
Filed August 22, 2011 File No. 001-13441

Dear Mr. Bernhardt:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten bus iness days by filing revised preliminary proxy
soliciting materials. If you do not  believe our comment applies to  your facts and circumstances
or do not believe a revision is  appropriate, please tell us why in your response.
 After reviewing any revision or the informa tion you provide in response to this comment,
we may have additional comments.

1. We note that you have included a propos al in your proxy statement soliciting
a shareholder advisory vote on executiv e compensation.  Please revise your
proxy statement to also include a separate proposal soliciting a shareholder advisory vote on the frequency of  shareholder votes on executive
compensation as required by Rule 14A-21(b).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Charles T. Bernhardt Hemispherx Biopharma, Inc.  August 31, 2011 Page 2

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Please contact Nandini Achary a at (202) 551-3495 or me at (202) 551-3715 with any
other questions.
Sincerely,
   /s/ Jeffrey Riedler     Jeffrey Riedler
Assistant Director
    cc: Via E-mail

Richard Feiner, Esq. Of Counsel Silverman Sclar Shin & Byrne PLLC 381 Park Avenue South New York, NY 10016

December 29, 2010
 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard  Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the year ended December 31, 2009
Form 10-K/A for the year ended December 31, 2009 File No. 1-13441

Dear Mr. Carter:
We have reviewed your December 23, 2010 re sponse to our December 3, 2010 letter and
have the following comments.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide this information.  Please furnish us a letter on EDGAR under the form type label CORRESP th at keys your response to our comments.
 After reviewing the information provided, we may raise additional comments.

Appendix A to your December 23, 2010 response

 Critical Accounting Policies

1. We note you identify warrant liability as a critical policy in your proposed revised
disclosure to be included in an amendment to your December 31, 2010 Form 10-K.  The intent of identifying critical policies is to id entify those that  require material assumptions
and estimates which if different assumptions and estimates were made would materially
affect the financial statements.  Please revi se your proposed disclo sure to explain how
this policy requires significant estimates and quantify the effect on the financial
statements of changes in estimates in each  year presented and the reasons for those
changes.  Please also disclose why you select ed the volatility measure that you selected.
If the volatility assumption is based on an average method, please disclose why you
chose not to rely exclusively on your historical volatility.  Please also disclose the peer
group of companies used to determine the av erage volatility assumption, the weight given
to companies in the peer group in compu ting the average vola tility assumption and
whether the companies in the peer group of co mpanies are similar to you in terms of size,
product and market capitalization.

William A. Carter, M.D. Hemispherx Biopharma, Inc. December 29, 2010 Page 2

 (17) Fair Value

2. Please revise your disclosure regarding the wa rrant liability classi fied as level 3 to
include a descripti on of the inputs and  valuation technique(s) used to measure fair value
and a discussion of changes in valuation tech niques and related inputs, if any, during the
period as well as a reconciliation of the be ginning and ending balances, separately
presenting changes during the peri od. Refer to ASC 820-10-50.

3. Please provide us supplementally with the inpu ts used in the Black Scholes model at each
valuation date (March 2010, June 2009/ 2010, September 2009/2010), to determine the
fair value of the warrant liability, similar to that provided for the period ended December
31, 2009. In your response, explain why any assu mptions remained consistent from those
used at December 31, 2009 (i.e. volatility), if true, and th e accounting literature that
supports your accounting treatment.    You may contact Sasha Parikh, Staff Accountant, at (202) 551-3627 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the processing of
your response as well as any questio ns regarding the comment.  In this regard, do not hesitate to
contact me at (202) 551-3679.
Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

February 15. 2011
 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard  Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the year ended December 31, 2009
Form 10-K/A for the year ended December 31, 2009 File No. 1-13441

Dear Mr. Carter:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.          S i n c e r e l y ,             G u s  R o d r i g u e z          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    February
14, 2011

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              Re:

              Hemispherx
      Biopharma, Inc.

    Form 10-K
for the year ended December 31, 2009

    Form
10-K/A for the year ended December 31, 2009

    (SEC
filing No. 1-13441)

    Dear Mr.
Rosenberg:

    We hereby
respond to the oral comments received in discussions with the staff on January
24, 2011, January 28, 2011 and February 11, 1011 related to the above referenced
Form 10-K and Form 10-K/A of Hemispherx Biopharma, Inc. (the
"Company").

    The staff
requested clarification of the Company’s valuation of warrants issued in May
2009.  The Company’s response is reflected in the draft revised
sections of its Form 10-K/A-2 set forth on Appendix A attached
hereto.  Please note that revised disclosure in Footnote 18 is
substantially the same as the revised disclosure in the Restatement section of
the MD&A.

    The
Company acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosures in
      the filing;

              ·

              the
      Staff comments or changes to disclosure in response to Staff comments do
      not foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

              Corporate
    Headquarters

              One
      Penn Center, 1617 JFK Blvd., Philadelphia,
    PA  19103

              t:
      215-988-0080

              f:
      215-988-1739

      Jim B.
Rosenberg

      February
14, 2011

      Page -
2

    The
Company further acknowledges, that the action of the Commission or the staff,
acting pursuant to delegated authority, in reviewing the filing does not relieve
the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing.

    If you
have any questions or comments with regard to the filing, please contact me at
the above address.

    Very
truly yours,

    /s/
Charles T. Bernhardt

    Charles
T. Bernhardt

    Chief
Financial Officer

    Appendix
A

    ITEM
7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

    . .
.

    Restatement

    In connection with equity
financings on May 11 and 19, 2009, we issued warrants (the “Warrants”) that are
single compound derivatives containing both an embedded right to obtain stock
upon exercise (a “Call”) and a series of embedded rights to settle the
Warrants for cash upon the occurrence of certain events (each, a
“Put”).  Generally, the Put
provisions allow the Warrant Holders liquidity protection; the right to receive
cash in certain situations where the Holders would not have a means of readily
selling the shares issuable upon exercise of the Warrants (e.g., where there
would no longer be a significant public market for our common
stock).  However, because the contractual formula used to determine
the cash settlement value of the embedded Put requires use of certain
assumptions, the cash settlement value of the embedded Put can differ from the
fair value of the unexercised embedded Call option at the time the embedded
Put option is exercised.  Specifically, the Put rights would be
triggered upon the happening of a “Fundamental Transaction” (as defined below)
that also is (1) an all cash transaction; (2) a “Rule 13e-3 transaction” under
the Exchange Act (where the Company would be taken private); or (3) a
transaction involving a person or entity not traded on a national securities
exchange.  “Fundamental Transactions” include (i) a merger or
consolidation of the Company with or into another person or entity; (ii) a sale,
lease, license, transfer or other disposition of all or substantially all of the
Company’s assets; (iii) any purchase offer, tender offer or exchange offer in
which holders of Company Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property, which offer has been
accepted by the holders of 50% or more of the Company’s outstanding Common
Stock; (iv) a reclassification, reorganization or recapitalization of the Common
Stock pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property; or (v) a stock purchase or
other business combination with another person or entity is effected pursuant to
which such other person or entity acquires more than 50% of the outstanding
shares of Common Stock.  Pursuant to the Warrants, the Put rights
enable the Warrant Holders to receive cash in the amount of the Black-Scholes
value is obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)
determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between
the date of the public announcement of the applicable Fundamental Transaction
and the Warrant expiration date, (B) an expected volatility equal to the greater
of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
as of the Trading Day immediately following the public announcement of the
applicable Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in
such Fundamental Transaction and (D) a remaining option time equal to the time
between the date of the public announcement of the applicable Fundamental
Transaction and the Warrant expiration date.

        A-1

    Initially, we determined
that these Warrants created a related Liability in accordance with ASC
480-10-55-29 & 30 due to the fact that the Warrants could be settled for
cash as discussed above.  In our estimation of the value of
this Liability, we interpreted and applied the concept of “Fair Value” from ASC
820 (formally SFAS 157).  After reviewing current accounting
literature and the findings and opinion of an independent appraiser in
determining proper accounting treatment, we took into account the extreme
unlikelihood of the occurrence of a Fundamental Transaction triggering a right
to cash settlement as a probability factor in applying a Black-Scholes-Merton
valuation of the Warrants.  As a result, we deemed the fair value of
the Warrants to be immaterial and, therefore, we stated the Warrants’ related
Liability from May 31, 2009 through December 31, 2009 at
zero.

    On
September 15, 2010, we received a comment letter from the Securities and
Exchange Commission (“SEC”) concerning its review of our annual report on Form
10-K, as amended, for the year ended December 31, 2009.  During the
process of resolving the SEC’s comments, the SEC Staff alerted us that they did
not agree with our method of computing the fair value of the Warrants as
discussed above.

    As a result, on December
22, 2010, after discussion with McGladrey & Pullen, LLP, our independent
registered public accounting firm, our Audit Committee determined that
the previously issued financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2009 and in our Forms 10-Q for the
periods ended March 31, 2010, June 30, 2010 and September 30, 2010 and in our
Forms 10-Q for the periods ended June 30, 2009 and September 30, 2009, should
not be relied upon.  We have restated the
financial statements for the year ended December 31, 2009 contained
herein and will restate the financial statements contained in our Forms 10-Q for
the periods ended March 31, 2010, June 30, 2010 and September 30, 2010
(including the comparable periods ended June 30, 2009 and September 30, 2009) to
reflect the revised value of this Liability.

    The
restatements reflect the recalculation of the fair value of the Warrants using a
Monte Carlo Simulation approach, applying critical assumptions provided by
Management reflecting conditions at the valuation date.  The Monte
Carlo Simulation approach incorporates the incremental value of the Put rights
available to the Warrant Holders.  The fair value of Warrants ranged
from $0.37 to $2.14 during 2009 and ranged from $0.37 to $0.38 at December 31,
2009.

    The
Company recomputes the fair value of the Warrants at the end of each quarterly
reporting period.  Such value computation includes subjective input
assumptions that are consistently applied each period.  If the Company
were to alter its assumptions or the numbers input based on such assumptions,
the resulting fair value could be materially different.

    Fair
value at measurement dates during the period from Warrants’ issuances at May 10,
2009, May 18, 2009 and May 21, 2009 to December 31, 2009, were estimated using
the following assumptions:

              Underlying
      price per share

              $0.56
      - $2.54

              Exercise
      price per share

              $1.10
      – $1.65

              Risk-free
      interest rate

              0.19%
      - 2.67%

              Expected
      holding period

              0.122
      - 5.50 years

              Expected
      volatility

              94.99%
      – 226.46%

              Expected
      dividend yield

              None

        A-2

    The
significant assumptions using the Monte Carlo Simulation approach for valuation
of the Warrants are:

    (i)
Risk-Free Interest
Rate.  The risk-free interest rates for the Warrants are based
on U.S Treasury constant maturities for periods commensurate with the remaining
expected holding periods of the warrants.

    (ii)
Expected Holding
Period. The expected holding period represents the period of time that
the Warrants are expected to be outstanding until they are
exercised.  The Company utilizes the remaining contractual term of the
Warrants at each valuation date as the expected holding period.

    (iii)
Expected
Volatility.  Expected stock volatility is based on daily
observations of the Company’s historical stock values for a period commensurate
with the remaining expected holding period on the last day of the period for
which the computation is made.

    (iv)
Expected Dividend
Yield.  Expected dividend yield is based on the Company’s
anticipated dividend payments over the remaining expected holding
period.  As the Company has never issued dividends, the expected
dividend yield is $-0- and this assumption will be continued in future
calculations unless the Company changes its dividend policy.

    (v)
Expected Probability of a
Fundamental Transaction.  The possibility of the occurrence of
a Fundamental Transaction triggering a Put right is extremely
remote.  As discussed above, a Put right would only arise if a
Fundamental Transaction 1) is an all cash transaction; (2) results in the
Company going private; or (3) is a transaction involving a person or entity not
traded on a national securities exchange.  The Company believes such
an occurrence is highly unlikely because:

              a.

              The
      Company only has one product that is FDA
  approved;

              b.

              The
      Company will have to perform additional clinical trials for FDA approval
      of its flagship product;

              c.

              Industry
      and market conditions continue to include a global market recession,
      adding risk to any transaction;

              d.

              Available
      capital for a potential buyer in a cash transaction continues to be
      limited;

              e.

              The
      nature of a life sciences company is heavily dependent on future funding
      and high fixed costs, including Research &
  Development;

              f.

              According
      to Forbes.com, of approximately 17,000 public companies, fewer than 30
      went private in 2008 and less than 100 were completed in 2007,
      representing 0.18% and 0.6%, respectively.  This would be
      further reduced based on the nature of a life sciences company and the
      potential lack of revenues, cash flows and the Company’s funding needs;
      and

              g.

              The
      Company's Rights Agreement makes it less attractive to a potential
      buyer.

    With the
above factors utilized in analysis of the likelihood of the Put's potential
Liability, the Company estimated the range of probabilities related to a Put
right being triggered as:

              Range of
      Probability

              Probability

              Low

              0.5%

              Medium

              1.0%

              High

              5.0%

    The Monte
Carlo Simulation incorporated a 5.0% probability of a Fundamental
Transaction.

        A-3

    (vi)
Expected Timing of
Announcement of a Fundamental Transaction.  As the Company has
no specific expectation of a Fundamental Transaction, for reasons elucidated
above, the Company utilized a discrete uniform probability distribution over the
Expected Holding Period to model in the potential announcement of a Fundamental
Transaction occurring during the Expected Holding Period.

    (vii)
Expected 100 Day Volatility at
Announcement of a Fundamental Transaction.  An estimate of
future volatility is necessary as there is no mechanism for directly measuring
future stock price movements.  Daily observations of the Company’s
historical stock values for the 100 days immediately prior to the Warrants’
grant dates, with a floor of 100%, were utilized as a proxy for the future
volatility.

    (viii)
Expected Risk-Free Interest
Rate at Announcement of a Fundamental Transaction.  The Company
utilized a risk-free interest rate corresponding to the forward U.S. Treasury
rate for the period equal to the time between the date forecast for the public
announcement of a Fundamental Transaction and the Warrant expiration date for
each simulation.

    (ix)  Expected Time Between
Announcement and Consummation of a Fundamental
Transaction.  The expected time between the announcement and
the consummation of a Fundamental Transaction is based on the Company’s
experience with the due diligence process performed by acquirers, and is
estimated to be six months.  The Monte Carlo Simulation approach
incorporates this additional period to reflect the delay Warrant Holders would
experience in receiving the proceeds of the Put.

    As a
result of the corrections in the valuation of the Liabilities as of December 31,
2009 described above, we have restated our consolidated financial statements in
this amended report as follows:

        A-4

              HEMISPHERX
      BIOPHARMA, INC. AND SUBSIDIARIES

              Consolidated
      Balance Sheet

              December
      31, 2009

              (in
      thousands)

              December
      31, 2009

              As
      Previously Reported

              Adjustments

              December
      31, 2009

              As

              Restated

              ASSETS

              Current
      Assets:

              Cash
      and cash equivalents

            $
            58,072

            $
            58,072

              Prepaid
      expenses and other current assets

            332

            332

              Total
      current assets

            58,404

            58,404

              Property
      and equipment, net

            4,704

            4,704

              Patent
      and trademark rights, net

            830

            830

              Investment

            35

            35

CORRESP
1
filename1.htm

    Unassociated Document

      January
12, 2011

      Jim B.
Rosenberg

      Senior
Assistant Chief Accountant

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street, NE

      Washington,
DC 20549

                  Re:

                  Hemispherx
      Biopharma, Inc.

                  Form
      10-K for the year ended December 31, 2009

                  Form
      10-K/A for the year ended December 31, 2009

                  (SEC filing No.
  1-13441)

      Dear Mr.
Rosenberg:

      We hereby
supplement our prior Response Letter dated January 3, 2011 (the “Response
Letter”), which responded to the comments contained in your December 29, 2010
Comment Letter related to the above referenced Form 10-K and Form 10-K/A of
Hemispherx Biopharma, Inc. (the "Company").  This letter specifically
relates to Comment 3 of your letter.

      Comment
3:      Please provide us supplementally
with the inputs used in the Black Scholes model at each valuation date (March
2010, June 2009/2010, September 2009/2010), to determine the fair value of the
warrant liability, similar to that provided for the period ended December 31,
2009.  In your response, explain why any assumptions remained
consistent from those used at December 31, 2009 (i.e. volatility), if true, and
the accounting literature that supports your accounting treatment.

      Supplemental
Response:

      We have
reevaluated the “Term” and “Volatility” inputs from our Black-Scholes
calculations for each fiscal quarter closing period that the Warrants existed
and determined that greater consistency in our application of these factors
could impact our valuation of the Warrant’s Liability as presented in the
Response Letter.  Accordingly, we have revised our Black-Scholes
calculations as follows:

                1)

                Term
      (period option expires) - where necessary, the Term has been revised to
      allow for a consistent decreased of .25 of a year for each subsequent
      fiscal quarter;

                        Corporate
      Headquarters

                        One
      Penn Center, 1617 JFK Blvd., Philadelphia, PA19103 t:
      215-988-0080

                        f:
      215-988-1739

        Jim B.
Rosenberg

        January
12, 2011

        Page -
2

                2)

                Volatility
      used at 12/31/2009 has been recalculated with a revision made to the
      second issuance of Warrants to present a more accurate and common rate
      138.000000% for both sets of
Warrants.

      While we
present below the complete Black-Scholes calculations for each fiscal period
requested in your Comment Letter, a summary of the net dollar effect of the
recalculation for all periods is as follows:

                      Period Of Fiscal Closing

                      With Notation Of Revision

                      (Term and/or Volatility)

                      Net Liability Value

                      As Presented In

                      Response Letter

                      Net Liability

                      Value As

                      Recalculated

                      Net Liability

                      Impact of

                      Recalculation

                      06/30/2009
      (No Revision)

                    $
                    19,671,271

                    $
                    19,671,271

                    $
                    -0-

                      09/30/2009
      (Term)

                    14,177,473

                    14,142,907

                    (34,566
                    )

                      12/31/2009
      (Term & Volatility)

                    3,162,123

                    3,061,263

                    (100,860
                    )

                      03/31/2010
      (Term)

                    4,223,353

                    4,319,359

                    96,006

                      06/30/2010
      (Term)

                    2,096,287

                    2,173,906

                    77,619

                      09/30/2010
      (Term)

                    2,346,922

                    2,446,636

                    99,714

                      Net
      Accumulated Effect of Recalculation For The Periods

                    $
                    45,677,429

                    $
                    45,815,342

                    $
                    137,913

      Based
upon the revised computation, the total dollar difference between the Warrant’s
Liability computation, and that contained in our prior response, is
approximately $137,913.  We do not believe that this dollar valuation
difference between Black-Scholes calculations is material and, accordingly, do
not believe that revision of the relevant numbers as communicated in our
Response Letter is necessary.  For fiscal periods after September 30,
2010, we will true-up our Term and Volatility inputs to utilize the more
accurate calculations as disclosed in this Supplemental Letter.

      Accordingly,
we do not plan on revising any of the relevant financial information in the Form
10-K/A-2 presented in Appendix A to our Response Letter.

      Jim B.
Rosenberg

      January
12, 2011

      Page -
3

      The
following are the revised computations for the all the periods requested in
Comment 3:

                        HEMISPHERX BIOPHARMA, INC.

                        BLACK - SCHOLES
      MODEL

                        RECOMPUTED

                        RECOMPUTED

                        6/30/2009

                        6/30/2009

                        6/30/2009

                        6/30/2009

                        REVISED COMPUTATION DID NOT
      CHANGE

                      6,136,364

                      750,000

                      2,272,440

                      654,884

                      9,813,688

                        INPUT
      VARIABLES

                        Stock
      Price

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                        Purchase
      Price

                      $
                      1.65

                      $
                      1.38

                      $
                      1.31

                      $
                      1.34375

                        Term
      (period option expires)

                      3.00

                      3.00

                      2.50

                      2.75

                        Volatility

                      126.531118
                      %

                      126.531118
                      %

                      126.531118
                      %

                      126.531118
                      %

                        Annual
      Rate of Quarterly Dividends

                      0.00
                      %

                      0.00
                      %

                      0.00
                      %

                      0.00
                      %

                        Discount
      Rate-Bond Equivalent Yield

                      1.6300
                      %

                      1.6300
                      %

                      1.6300
                      %

                      1.6300
                      %

                        INTERMEDIATE
      COMPUTATIONS

                        Present
      Value of Stock Ex-dividend

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                        Present
      Value of Exercise Price

                      $
                      1.57

                      $
                      1.31

                      $
                      1.26

                      $
                      1.29

                        Cumulative
      Volatility

                      219.16
                      %

                      219.16
                      %

                      200.06
                      %

                      209.83
                      %

                        CALL
      OPTION

                        Proportion
      of Stock Present Value

                      90.57
                      %

                      91.87
                      %

                      91.17
                      %

                      91.53
                      %

                        Proportion
      of exercise Price PV

                      -19.03
                      %

                      -21.33
                      %

                      -25.81
                      %

                      -23.44
                      %

                        Call
      Option Value

                      $
                      2.00143433

                      $
                      2.0532048

                      $
                      1.9911035

                      $
                      2.0235265

                        PUT
      OPTION

                        Proportion
      of Stock PV

                      -9.43
                      %

                      -8.13
                      %

                      -8.83
                      %

                      -8.47
                      %

                        Proportion
      of Exercise Price PV

                      80.97
                      %

                      78.67
                      %

                      74.19
                      %

                      76.56
                      %

                        Put
      Option Value

                      $
                      1.03

                      $
                      0.83

                      $
                      0.71

                      $
                      0.77

                        NUMBER
      OF WARRANTS SHARES

                      6,136,364

                      750,000

                      2,272,440

                      654,884

                        VALUE
      OF WARRANTS SHARES

                      $
                      12,281,530

                      $
                      1,539,904

                      $
                      4,524,663

                      $
                      1,325,175

                        RECOMPUTED
      TOTAL

                      $
                      13,821,433

                      $
                      5,849,838

                      $
                      19,691,271

                        1/03/11
      PRESENTED TOTAL

                      $
                      13,821,433

                      $
                      5,849,838

                      $
                      19,691,271

                        DIFFERENCE

                      $
                      -0-

                      $
                      -0-

                      $
                      -0-

      Jim B.
Rosenberg

      January
12, 2011

      Page -
4

                        HEMISPHERX BIOPHARMA, INC.

                        BLACK - SCHOLES
      MODEL

                        RECOMPUTED

                        RECOMPUTED

                        9/30/2009

                        9/30/2009

                        9/30/2009

                        9/30/2009

                        REVISED COMPUTATION

                      6,136,364

                      750,000

                      2,272,440

                      654,884

                      9,813,688

                        INPUT
      VARIABLES

                        Stock
      Price

                      $
                      2.00

                      $
                      2.00

                      $
                      2.00

                      $
                      2.00

                        Purchase
      Price

                      $
                      1.65

                      $
                      1.38

                      $
                      1.31

                      $
                      1.34375

                        Term
      (period option expires)

                      2.75

                      2.75

                      2.25

                      2.50

                        Volatility

                      121.159235
                      %

                      121.159235
                      %

                      121.159235
                      %

                      121.159235
                      %

                        Annual
      Rate of Quarterly Dividends

                      0.00
                      %

                      0.00
                      %

                      0.00
                      %

                      0.00
                      %

                        Discount
      Rate-Bond Equivalent Yield

                      1.1200
                      %

                      1.1200
                      %

                      1.1200
                      %

                      1.1200
                      %

                        INTERMEDIATE
      COMPUTATIONS

                        Present
      Value of Stock Ex-dividend

                      $
                      2.00

                      $
                      2.00

                      $
                      2.00

                      $
                      2.00

                        Present
      Value of Exercise Price

                      $
                      1.60

                      $
                      1.34

                      $
                      1.28

                      $
                      1.31

                        Cumulative
      Volatility

                      200.92
                      %

                      200.92
                      %

                      181.74
                      %

                      191.57
                      %

                        CALL
      OPTION

                        Proportion
      of Stock Present Value

                      86.77
                      %

                      88.58
                      %

                      87.60
                      %

                      88.10
                      %

                        Proportion
      of exercise Price PV

                      -18.58
                      %

                      -21.05
                      %

                      -25.40
                      %

                      -23.10
                      %

                        Call
      Option Value

                      $
                      1.43816014

                      $
                      1.4899044

                      $
                      1.4276045

                      $
                      1.4601957

                        PUT
      OPTION

                        Proportion
      of Stock PV

                      -13.23
                      %

                      -11.42
                      %

                      -12.40
                      %

                      -11.90
                      %

                        Proportion
      of Exercise Price PV

                      81.42
                      %

                      78.95
                      %

                      74.60
                      %

                      76.90
                      %

                        Put
      Option Value

                      $
                      1.04

                      $
                      0.83

                      $
                      0.71

                      $
                      0.77

                        NUMBER
      OF WARRANTS SHARES

                      6,1

CORRESP
1
filename1.htm

              January
      3, 2011

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

                    Re:

                    Hemispherx
      Biopharma, Inc.

                    Form
      10-K for the year ended December 31, 2009

                    Form
      10-K/A for the year ended December 31, 2009

                    (SEC filing No. 1-13441)

    Dear Mr.
Rosenberg:

    We hereby
respond to the comments contained in your December 29, 2010 comment letter (the
“Comment Letter”) related to the above referenced Form 10-K and Form 10-K/A of
Hemispherx Biopharma, Inc. (the "Company").Draft revised disclosure for
inclusion in the next amended Form 10-K (the “10-K/A-2”) is attached hereto as
Appendix A. Once the comments below are resolved, we will file the 10-K/A-2
reflecting the revisions in our responses below as well as the revisions
contained in draft text attached to our prior responses.

    Appendix A to your December
23, 2010 response

    Critical Accounting
Policies

    Comment
1:    We note you identify warrant liability as a
critical policy in your proposed revised disclosure to be included in an
amendment to your December 31, 2010 Form 10-K.  The intent of
identifying critical policies is to identify those that require material
assumptions and estimates which if different assumptions and estimates were made
would materially affect the financial statements.  Please revise your
proposed disclosure to explain how this policy requires significant estimates
and quantify the effect on the financial statements of changes in estimates in
each year presented and the reasons for those changes.  Please also
disclose why you selected the volatility measure that you
selected.  If the volatility assumption is based on an average method,
please disclose why you chose not to rely exclusively on your historical
volatility.  Please also disclose the peer group of companies used to
determine the average volatility assumption, the weight given to companies in
the peer group in computing the average volatility assumption and whether the
companies in the peer group of companies are similar to you in terms of size,
product and market capitalization.

                      Corporate
      Headquarters

                      One
      Penn Center, 1617 JFK Blvd., Philadelphia, PA19103

                      t:
      215-988-0080

                      f:
      215-988-1739

    Jim B.
Rosenberg

    January
3, 2011

    Page -
2

    Response:

    Please
see the revised disclosure in the “Critical Accounting Policies” subsection
(A-1). As noted therein, we exclusively rely upon historical volatility so there
is no need for disclosure of a calculation that utilized peer group companies.
In addition, while we note that the computation is redone on each valuation
date, the method of computing each assumption is described, thereby providing an
understanding of how the estimates resulting from such assumptions change from
computation date to computation date and specific disclosure in this section as
to the quantitative changes in the years presented in the 10-K/A does not
provide any additional insight to the reader.

    (17) Fair
Value

    Comment
2:    Please revise your disclosure regarding the
warrant liability classified as level 3 to include a description of the inputs
and valuation technique(s) used to measure fair value and a discussion of
changes in valuation techniques and related inputs, if any, during the period as
well as a reconciliation of the beginning and ending balances, separately
presenting changes during the period.  Refer to ASC
820-10-50.

    Response:

    Note 17
has been revised as requested by the Staff (A–1 - A-3).

    Comment
3:    Please provide us supplementally with the
inputs used in the Black Scholes model at each valuation date (March 2010, June
2009/2010, September 2009/2010), to determine the fair value of the warrant
liability, similar to that provided for the period ended December 31,
2009.  In your response, explain why any assumptions remained
consistent from those used at December 31, 2009 (i.e. volatility), if true, and
the accounting literature that supports your accounting treatment.

    Response:

    Expected
volatility is computed in accordance with FASB ASC 718 (formerly FAS 123R) using
the Black- Scholes Pricing Model.  The exercise period is based on the
remaining life of the warrants at the date of each periodic
computation.  The computation utilizes yield rates based on U.S
Treasury constant maturities for periods commensurate with the exercise periods
of the warrants.  Expected stock volatility in the exercise period is
based exclusively on the Company’s historical publicly traded stock values for a
period commensurate with the exercise period ending on the last day of the
period for which the computation is made.  For each quarterly
financial reporting period, the exercise period is updated for the remaining
life of the warrants and the expected volatility is recomputed using the
Company’s historical stock values on the NYSE Amex for a period commensurate
with the updated exercise period.  Thus while the source of data and
application of assumptions remains consistent from period to period, the results
of the related computation change from computation date to computation
date.

    Jim B.
Rosenberg

    January
3, 2011

    Page -
3

    The
following are the computation for the all the periods requested.

                        6/30/2009

                        6/30/2009

                        6/30/2009

                        6/30/2009

                        Total

                        Warrants

                        WARRANTS
      OUTSTANDING

                      6,136,364

                      750,000

                      2,272,440

                      654,884

                      9,813,688

                        INPUT
      VARIABLES

                        Stock
      Price

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                        Purchase
      Price

                      $
                      1.65

                      $
                      1.38

                      $
                      1.31

                      $
                      1.34375

                        Term
      (period option expires)

                      3.00

                      3.00

                      2.50

                      2.75

                        Volatility

                      126.531118
                      %

                      126.531118
                      %

                      126.531118
                      %

                      126.531118
                      %

                        Annual
      Rate of Quarterly Dividends

                      0.00
                      %

                      0.00
                      %

                      0.00
                      %

                      0.00
                      %

                        Discount
      Rate-Bond Equivalent Yield

                      1.6300
                      %

                      1.6300
                      %

                      1.6300
                      %

                      1.6300
                      %

                        INTERMEDIATE
      COMPUTATIONS

                        Present
      Value of Stock Ex-dividend

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                      $
                      2.54

                        Present
      Value of Exercise Price

                      $
                      1.57

                      $
                      1.31

                      $
                      1.26

                      $
                      1.29

                        Cumulative
      Volatility

                      219.16
                      %

                      219.16
                      %

                      200.06
                      %

                      209.83
                      %

                        CALL
      OPTION

                        Proportion
      of Stock Present Value

                      90.57
                      %

                      91.87
                      %

                      91.17
                      %

                      91.53
                      %

                        Proportion
      of exercise Price PV

                      -19.03
                      %

                      -21.33
                      %

                      -25.81
                      %

                      -23.44
                      %

                        Call
      Option Value

                      2.00143433

                      $
                      2.0532048

                      $
                      1.9911035

                      $
                      2.0235265

                        PUT
      OPTION

                        Proportion
      of Stock PV

                      -9.43
                      %

                      -8.13
                      %

                      -8.83
                      %

                      -8.47
                      %

                        Proportion
      of Exercise Price PV

                      80.97
                      %

                      78.67
                      %

                      74.19
                      %

                      76.56
                      %

                        Put
      Option Value

                      $
                      1.03

                      $
                      0.83

                      $
                      0.71

                      $
                      0.77

                        NUMBER
      OF WARRANTS SHARES

                      6,136,364

                      750,000

                      2,272,440

                      654,884

                        VALUE
      OF WARRANTS SHARES

                      $
                      12,281,530

                      $
                      1,539,904

                      $
                      4,524,663

                      $
                      1,325,175

                        TOTAL

                      $
                      13,821,433

                      $
                      5,849,838

                      $
                      19,671,271

    Jim B.
Rosenberg

    January
3, 2011

    Page -
4

                          9/30/2009

                          9/30/2009

                          9/30/2009

                          9/30/2009

                          Total

                          Warrants

                          WARRANTS
      OUTSTANDING

                        6,136,364

                        750,000

                        2,272,440

                        654,884

                        9,813,688

                          INPUT
      VARIABLES

                          Stock
      Price

                        $
                        2.00

                        $
                        2.00

                        $
                        2.00

                        $
                        2.00

                          Purchase
      Price

                        $
                        1.65

                        $
                        1.38

                        $
                        1.31

                        $
                        1.34375

                          Term
      (period option expires)

                        2.75

                        2.75

                        2.35

                        2.47

                          Volatility

                        121.159235
                        %

                        121.159235
                        %

                        121.159235
                        %

                        121.159235
                        %

                          Annual
      Rate of Quarterly Dividends

                        0.00
                        %

                        0.00
                        %

                        0.00
                        %

                        0.00
                        %

                          Discount
      Rate-Bond Equivalent Yield

                        1.1200
                        %

                        1.1200
                        %

                        1.1200
                        %

                        1.1200
                        %

                          INTERMEDIATE
      COMPUTATIONS

                          Present
      Value of Stock Ex-dividend

                        $
                        2.00

                        $
                        2.00

                        $
                        2.00

                        $
                        2.00

                          Present
      Value of Exercise Price

                        $
                        1.60

                        $
                        1.34

                        $
                        1.28

                        $
                        1.31

                          Cumulative
      Volatility

                        200.92
                        %

                        200.92
                        %

                        185.73
                        %

                        190.42
                        %

                          CALL
      OPTION

                          Proportion
      of Stock Present Value

                        86.77
                        %

                        88.58
                        %

                        87.91
                        %

                        88.01
                        %

                          Proportion
      of exercise Price PV

                        -18.58
                        %

                        -21.05
                        %

                        -24.61
                        %

                        -23.31
                        %

                          Call
      Option Value

                        1.43816014

                        $
                        1.4899044

                        $
                        1.4441696

                        $
                        1.4554964

                          PUT
      OPTION

                          Proportion
      of Stock PV

                        -13.23
                        %

                        -11.42
                        %

                        -12.09
                        %

                        -11.99
                        %

                          Proportion
      of Exercise Price PV

                        81.42
                        %

                        78.95
                        %

                        75.39
                        %

                        76.69
                        %

                          Put
      Option Value

                        $
                        1.04

                        $
                        0.83

                        $
                        0.72

                        $
                        0.76

                          NUMBER
      OF WARRANTS SHARES

                        6,136,364

                        750,000

                        2,272,440

                        654,884

                          VALUE
      OF WARRANTS SHARES

                        $

CORRESP
1
filename1.htm

    Unassociated Document

                    December
      23, 2010

      Jim B.
Rosenberg

      Senior
Assistant Chief Accountant

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street, NE

      Washington,
DC 20549

                Re:

                Hemispherx
      Biopharma, Inc.

                Form
      10-K for the year ended December 31, 2009

                Form
      10-K/A for the year ended December 31, 2009

                (SEC filing No.
      1-13441)

      Dear Mr.
Rosenberg:

      We hereby
respond to the comment contained in your December 3, 2010 comment letter (the
“Comment Letter”) related to the above referenced Form 10-K and Form 10-K/A of
Hemispherx Biopharma, Inc. (the "Company").  Draft revised disclosure
for inclusion in the next amended Form 10-K (the “10-K/A-2”) is attached hereto
as Appendix A. Once the comment below is resolved, we will file the 10-K/A-2
reflecting the revisions in our response below as well as the revisions
contained in draft text attached to our prior responses.

      Form 10-K for the fiscal
year ended December 31, 2009

      (17) Fair value, page
F-33

      Comment 1.   We acknowledge your
response to prior comment 2 and your supplemental response dated November 23,
2010.  Please address the following:

                ·

                Provide
      us a detailed analysis under ASC 815 (formerly EITF 00-19) that supports
      your classification of the warrants as a liability.  Please note
      that there are certain exceptions where equity classification would not be
      precluded.

                ·

                The
      analysis provided presents valuations of the warrants both before and
      after adjusting for the probability of a “Fundamental Transaction”
      occurring.  You concluded not to record a liability because the
      value of the warrants was insignificant.  Assuming the
      accounting literature supports that the warrants should be classified as a
      liability, tell us why your conclusion to record a liability was based
      only on the valuation after adjusting for the probability of a
      “Fundamental Transaction.”  We believe the warrants have value
      despite the contingency related to a “Fundamental Transaction” occurring,
      similar to that provided in your November 23, 2010 response which
      indicates the warrant value for all the warrants granted on May 18, and
      21, 2009 to approximately $3.2 million using the Black-Scholes-Merton
      pricing model.

      Corporate
Headquarters

                One Penn Center, 1617 JFK Blvd., Philadelphia, PA 19103

                t:
    215-988-0080

                f:
    215-988-1739

        Jim B.
Rosenberg

        December
23, 2010

        Page
- 2

      Response:

      As
discussed telephonically with members of the SEC’s Staff, we believe that the
more proper guidance is contained in ASC 480 (formally SFAS 150) in the
determination of the accounting treatment of the Warrants as a
Liability.  As a precursor to utilizing ASC 815 as requested in the
Comment Letter, we used ASC 480-10-55-29 & 30 to determine that the
clause that requires the Warrants to be settled in Cash upon the happening of a
“Fundamental Transaction” (as defined in the Warrants and as described in a
prior response letter) regardless of the probability, requires us to classify
the value of the Warrants as a Liability.  Accordingly, we believe
that concurrence through utilization of ASC 815 is not necessary.

      In
estimating the Liability within the concept of “Fair Value”, we took into
consideration that the probability of the occurrence of a Fundamental
Transaction was highly unlikely as a factor to be applied against the
Black-Scholes-Merton value.  We utilized current accounting literature
and considered the findings and opinion of an independent appraiser in
determining Fair Value of the Liability.  We applied ASC 820 (formally
SFAS 157) as our standard for Fair Value as defined by the Financial Accounting
Standards Board as “[t]he price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at
the measurement date.”  Implicit in this definition is the requirement
that factors relevant to the specific situation be taken into
account.  ASC 820-10-55-1 states “…any fair value measurement requires
that the reporting entity determine all of the following: …(d)the valuation
technique(s) appropriate for the measurement, considering the availability of
data with which to develop inputs that represent the assumptions that market
participants would use in pricing the asset or liability and the level in the
fair value hierarchy within which the inputs fall.”  We determined
that the extreme unlikelihood of the occurrence of a Fundamental Transaction was
a relevant factor.  Based on our analysis, we deemed that the Fair
Value of the Warrants’ Liability lacked materiality to be recorded at December
31, 2009.

      The Staff
informed us that it did not concur with our accounting treatment and that the
Warrants should be classified as a Liability without consideration of a
valuation adjustment for the probability of a Fundamental Transaction event
occurring.

      On
December 22, 2010, our Audit Committee determined that our financial statements
for the year ended December 31, 2009 (and relevant interim unaudited financial
statements) should be restated to reflect the revised value of this Liability
calculated without regard to the probability of a cash
settlement.  The related impact of this restatement on the December
31, 2009 Balance Sheet and Income Statement for the 2009 year ended will be as
follows1:

        Jim B.
Rosenberg

        December
23, 2010

        Page -
3

                  (a)

                  The
      total initial estimated fair value of the Liability related to the
      Warrants was $15,233,230 at the date of their issuance in May
      2009.  In order to record this Liability, an adjustment will be
      made to decrease Additional Paid-In Capital and increase Liabilities by
      $15,233,230.

                  (b)

                  In
      May 2009 and June 2009, some of these Warrants were exercised resulting in
      total non-cash losses of $4,256,000.  Prior to each exercise,
      the individual Warrant’s fair value  is
      revalued.  Revaluation adjustments will be made to increase the
      above mentioned Warrants’ Liability of $15,233,230 by the related
      $4,256,000 loss and then, upon exercise, reduce the Warrants’ Liability
      value by $7,516,000 for the exercised Warrants.  As a result,
      the estimated fair value of the Warrants’ Liability will be
      $11,973,000.

                  (c)

                  The
      estimated fair value of the Liability related to the Warrants will be
      revalued at the end of each fiscal quarter from June 2009 through December
      31, 2009.  Due to the decreasing trading value of our stock
      during this period, at December 31, 2009, the value of the Liability
      related to the remaining outstanding Warrants is
      $3,162,123.  The June to December 2009 year to date adjustments
      to record the change in fair value for the remaining Warrants’ Liability
      was $8,811,019, resulting in a related non-cash gain of
      $8,811,019.

      The
combined losses of $4,256,186 for the exercise of Warrants and the gain of
$8,811,019 from the fair value adjustment of the Liability will result in a net
non-cash gain of $4,554,833 for the year-end 2009.

      Accordingly,
we plan on restating our financial statements for the year ended December 31,
2009 in the 10-K/A-2 and restating relevant interim financial statements by
filing amendments to our Forms 10-Q for the first three quarters of
2010.  Specifically, with regard to the 10-K/A-2, we plan on
presenting the potential Liability that would result at December 31, 2009
utilizing the Black-Sholes-Merton method of fully valuing the Warrants without
regard to the extreme remoteness of the probability of the occurrence of a
Fundamental Transaction.  Similar revisions will be made to the
interim financial statements contained in the three relevant Forms 10-Q filed
for the first three quarters of 2010.

        1 Please
see the more detailed information in the two charts below as well as on Appendix
A attached hereto.

        Jim B.
Rosenberg

        December
23, 2010

        Page -
4

      Warrants’
Valuation

      December
31, 2009

                          Grant
      Date 05/18/09 (Deal #1)

                          Grant
      Date 05/21/09 (Deal #2)

                          Projected
      Total

                          Series
      I

                          Investors

                          Value
      of

                          Investors

                          Agent

                          Unexercised

                          Agent

                          Warrants

                          Underlying
      Price

                        $
                        0.56

                        $
                        0.56

                        $
                        0.56

                        $
                        0.56

                          Exercise
      (Strike) Price

                        $
                        1.65

                        $
                        1.38

                        $
                        1.31

                        $
                        1.34

                          Est.
      Time To Expiration in Years (a)

                        2.50

                        2.50

                        2.20

                        2.20

                          Volatility

                        138
                        %

                        138
                        %

                        146
                        %

                        146
                        %

                          Interest
      Rate (b)

                        1.42
                        %

                        1.42
                        %

                        1.14
                        %

                        1.14
                        %

                          Yield
      Rate

                        0.0
                        %

                        0.0
                        %

                        0.0
                        %

                        0.0
                        %

                          Black-Scholes-Merton
      value per warrant

                        $
                        0.316

                        $
                        0.332

                        $
                        0.333

                        $
                        0.331

                          Number
      of Warrants Outstanding at 12/31/09

                        6,136,364

                        750,000

                        2,272,440

                        654,884

                          Warrant
      Value using Black-Scholes-Merton Pricing Model

                        $
                        1,938,721

                        $
                        249,274

                        $
                        757,387

                        $
                        216,741

                        $
                        3,162,123

                          Notes

                          (a)
      Time to Expiration Calculation

                          (remaining
      contract period + vesting period)/2

                          Deal
      #1 (59 months + 0)/2 = 2.5 years

                          Deal
      #2 (53 months + 0)/2 = 2.2 yrs

                          (b)
      Interest Rate Calculation

                          2
      year constant maturity rate at 12/31/09

                        1.14
                        %

                          3
      year constant maturity rate at 12/31/09

                        1.70
                        %

                          Average

                        1.42
                        %

      Utilizing
the foregoing valuation of the Warrants’ Liability will result in a non-cash
reduction of $4,554,833 in our Net Loss for year-to-date December 31, 2009, as
follows:

        Jim B.
Rosenberg

        December
23, 2010

        Page -
5

      Warrants’
Liability Valuation

      Inception
through December 31, 2009

                      Date
      Of Liability Valuation For Warrants

                      Number
      of Warrants

                      Increase
      (Decrease) in Equity

                      Increase
      (Decrease) in Liability

                      (Increase)
      Decrease in Net Loss

                      Warrants
      Issued on May 18, 2009

                    9,886,364

                    $
                    (11,893,863
                    )

                    $
                    11,893,863

                      Warrants
      Issued on May 21, 2009

                    4,822,324

                    $
                    ( 3,339,367
                    )

                    $
                    3,339,367

                      Total
      Warrants Issued

                    14,708,688

                    $
                    (15,233,230
                    )

                    $
                    15,233,230

                      Warrants
      Exercised From May 18, 2009 Issuance

                    (3,000,000
                    )

                    $
                    1,704,297

                    $
                    (1,704,297
                    )

                    $
                    4,501,793

                    $
                    (4,501,793
                    )

                      Warrants
      Exercised From May 18, 2009 Issuance

                    (1,895,000
                    )

                    $
                    2,551,889

                    $
                    (2,551,889
                    )

                    $
                    3,014,481

                    $
                    (3,014,481
                    )

                      True-Up
      Liability

                    $
                    7,698,129

                    $
                    (7,698,129
                    )

                      June
      30, 2009

                    9,813,688

                    $
                    (7,716,956
                    )

                    $
                    19,671,271

                      True-Up
      Liability

                    $
                    (5,493,798
                    )

                    $
                    5,493,798

                      September
      30, 2009

                    9,813,688

                    $
                    (7,716,956
                    )

                    $
                    14,177,473

                      True-Up
      Liability

                    $
                    (11,015,350
                    )

                    $
                    11,015,350

                      December
      31, 2009

                    9,813,688

                    $
                    (7,716,956
                    )

                    $
                    3,162,123

                      Net
      Effect to reduce 2009’s Net Loss

                    $
                    4,554,833

        The
Company acknowledges that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosures in
      the filing;

                ·

                the
      Staff comments or changes to disclosure in response to Staff comments do
      not foreclose the Commission from taking any action with respect to the

December 3, 2010
 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard  Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the year ended December 31, 2009
Form 10-K/A for the year ended December 31, 2009 File No. 1-13441

Dear Mr. Carter:
We have reviewed your November 16, 2010 and November 23, 2010 responses to our
November 4, 2010 letter and have  the following comment.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide this information.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys yo ur response to our comment.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Form 10-K for the fiscal year ended December 31, 2009

(17) Fair value, page F-33

1. We acknowledge your response to prior comment 2 and your supplemental response
dated November 23, 2010.  Please address the following:

• Provide us a detailed analysis under AS C 815 (formerly EITF 00-19) that supports
your classification of the warra nts as a liability. Please no te that there are certain
exceptions where equity classifi cation would not be precluded.

• The analysis provided presen ts valuations of the warra nts both before and after
adjusting for the probability of a “Fun damental Transaction” occurring. You
concluded not to record a liability because the value of the warrants was insignificant.
Assuming the accounting literature supports that  the warrants should be  classified as a
liability, tell us why your conclusion to record a liability was based only on the
valuation after adjusting fo r the probability of a “Funda mental Transaction.”  We
believe the warrants have value despite th e contingency related to a “Fundamental

William A. Carter, M.D. Hemispherx Biopharma, Inc. December 3, 2010 Page 2

Transaction” occurring, similar to that provided in your November 23, 2010 response
which indicates the warrant value for a ll the warrants gran ted on May 18 and 21,
2009 to be approximately $3.2 million usi ng the Black-Scholes-Merton pricing
model.
 You may contact Sasha Parikh, Staff Accountant, at (202) 551-3627 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the processing of
your response as well as any questio ns regarding the comment.  In this regard, do not hesitate to
contact me at (202) 551-3679.
Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

                      November 23,
2010

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              Re:

              Hemispherx
      Biopharma, Inc.

                Form
      10-K for the year ended December 31, 2009

                Form
      10-K/A for the year ended December 31, 2009

                (SEC filing No.
      1-13441)

    Dear Mr.
Rosenberg:

    We hereby
respond to the oral comment received in discussions with the staff on November
22, 2010 related to the above referenced Form 10-K and Form 10-K/A of Hemispherx
Biopharma, Inc. (the "Company").

    The staff
requested clarification of the Company’s response to prior comment no. 2
(financial statements footnote 17- Fair value of warrants) contained in your
November 4, 2010 comment letter. Specifically, clarification was requested
related to the probability adjustment to the Black-Scholes computation,
including the accounting literature relied upon for such adjustment and
quantifying the actual calculated value of the Company’s warrant liability (the
“Warrants”) as of December 31, 2009.

    The
Company’s clarified response to former comment no. 2 is as follows:

    (17) Fair value, page
F-33

    Comment
2.  We acknowledge your response to prior comment
5.  You stated that the probability - adjusted Black-Scholes value of
your warrants is zero.  Please tell us the assumed probability of an
event taking place that would cause cash settlement.  Please also tell
us the various factors considered that decreased the likelihood of a Fundamental
Transaction occurring that would require cash settlement.  Please
provide us with your analysis that supports the probability of each of these
factors to be zero and that the value of the warrants is zero for each scenario
considered, including scenarios that do not require cash
settlement.

                                        Corporate
      Headquarters

                                          One Penn Center, 1617 JFK Blvd., Philadelphia, PA
      19103

                                          t: 215-988-0080

                                           f:
215-988-1739

          Jim B.
Rosenberg

          November
23, 2010

          Page -
2

    Response:    The
Company utilized the Black-Sholes method of valuing the Warrants.  As
permitted by fair value accounting (ASC 820), the Company then adjusted the
valuation based on the probability factor related to the possible occurrence of
a “Fundamental Transaction” (discussed below) that could result in a cash
settlement of the Warrants.

    Consistent
with ASC 820 (formally SFAS 157), the applicable standard of value is “fair
value” which is defined by the Financial Accounting Standards Board as “[t]he
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date.”
Implicit in this definition is the requirement that factors relevant to the
specific situation be taken into account.  ASC 820-10-55-1 states
“…any fair value measurement requires that the reporting entity determine all of
the following: …(d)the valuation technique(s) appropriate for the measurement,
considering the availability of data with which to develop inputs that represent
the assumptions that market participants would use in pricing the asset or
liability and the level in the fair value hierarchy within which the inputs
fall.”  The Company determined that the extreme unlikelihood of the
occurrence of a Fundamental Transaction was a relevant factor.

    In
furtherance of the foregoing, the Company utilized the following information in
its determination of the Warrant valuation:

              1.

              the
      assumed probability of an event taking place that would cause cash
      settlement;

              2.

              the
      various factors considered that decreased the likelihood of a Fundamental
      Transaction (as defined in the Warrants and discussed below) occurring
      that would require cash settlement;
and

              3.

              the
      analysis that supports the probability of each of these factors to be
      insignificant and that the value of the Warrants is insignificant for each
      scenario considered and in total, including scenarios that do not require
      cash settlement.

    Generally
Accepted Accounting Principles require the value of a liability to be recorded
where the Warrant holders have a put option or is able to receive cash for their
warrants.

    Section
3.(e) of the Warrants addresses the potential of a Fundamental Transaction
(“Transaction”) occurring while the Warrants are outstanding. Transactions
include (i) a merger or consolidation of the Company with or into another
person, (ii) the sale or other disposition of all or substantially all of its
assets, (iii) a purchase, tender or exchange offer that is completed and
accepted by the holders of 50% or more of the outstanding common stock, (iv) a
reclassification, reorganization or recapitalization of the Company’s common
stock or any compulsory share exchange pursuant to which the common stock is
effectively converted into or exchanged for other securities, cash or property,
or (v) the consummation of a stock purchase agreement or other business
combination with another person whereby such other person acquires more than 50%
of the outstanding shares of common stock.

          Jim B.
Rosenberg

          November
23, 2010

          Page -
3

    Where a
Transaction is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as
defined in Rule 13e-3 under the Exchange Act, or (3) a Transaction involving a
person or entity not traded on a national securities exchange, the Company is
required, at the Warrantholder’s option, to purchase the Warrant from the holder
by paying to the holder an amount of cash equal to the Black Scholes Value of
the remaining unexercised portion of the Warrant on the date of the consummation
of the Transaction.

    The
following “Factors” were considered in determining the fair value of such
liability regarding the assumed probability of an event taking place that would
cause a cash settlement, especially regarding a potential
Transaction:

              1)

              The
      Company has been in business for over 20 years and has only had one
      product reach FDA approval which was via an acquisition of a company with
      an existing FDA approved product;

              2)

              Based
      on having the NDA rejected by the FDA in November 2010, the Company will
      have to perform two Phase III clinical trials, that will cost millions of
      dollars for the possibility of FDA approval of Ampligen in addition to
      required funding for commercialization of this
  product;

              3)
              Industry
      and market conditions at May 2009 included a global market recession,
      adding risk;

              4)
              Available
      capital for a potential buyer in a cash transaction as of May 2009 was
      limited;

                5)

                The
      nature of a life sciences company is heavily dependent on future funding
      and high fixed costs, including research &
  development;

              6)

              According
      to Forbes.com, of approximately 17,000 public companies, fewer than 30
      went private in 2008 and nearly 100 going private deals were completed in
      2007, representing a probability ratio of 0.18% and 0.6%,
      respectively.  This probability would be further reduced based
      on the nature of a life sciences company and the potential lack of
      revenues, cash flows, and the Company’s funding
  needs;

              7)

              Rights
      to acquire common stock, pursuant to Company's Rights Agreement, make it
      less attractive to a buyer and therefore less likely to be
      acquired.

    With the
factors identified above regarding the probability of an event taking place that
could cause cash settlement, a sensitivity analysis was created to estimate the
probability-adjusted likelihood of a Transaction occurring which would affect
the value of a liability.  The Warrants’ valuation was estimated as
follows:

          Jim B.
Rosenberg

          November
23, 2010

          Page -
4

                                                                                                                                              Warrants’
      Valuation

                                                                                                                                              December
      31, 2009

                                                                                                                                              Grant
      Date 05/18/09 (Deal #1)

                                                                                                                                              Grant
      Date 05/21/09 (Deal #2)

                                                                                                                                              Projected
      Total

                                                                                                                                              Series
      I

                                                                                                                                              Investors

                                                                                                                                              Fair
      Value

                                                                                                                                              Investors

                                                                                                                                              Agent

                                                                                                                                              Unexercised

                                                                                                                                              Agent

                                                                                                                                              of Warrants

                                                                                                                                              Underlying
      Price

                                                                                                                                            $
                                                                                                                                            0.56

                                                                                                                                            $
                                                                                                                                            0.56

                                                                                                                                            $
                                                                                                                                            0.56

                                                                                                                                            $
                                                                                                                                            0.56

                                                                                                                                              Exercise
      (Strike) Price

                                                                                                                                            $
                                                                                                                                            1.65

                                                                                                                                            $
                                                                                                                                            1.38

                                                                                                                                            $
                                                                                                                                            1.31

                                                                                                                                            $
                                                                                                                                            1.34

                                                                                                                                              Est.
      Time To Expiration in Years (a)

                                                                                                                                            2.50

                                                                                                                                            2.50

                                                                                                                                            2.20

                                                                                                                                            2.20

                                                                                                                                              Volatility

                                                                                                                                            138
                                                                                                                                            %

                                                                                                                                            138
                                                                                                                                            %

                                                                                                                                            146
                                                                                                                                            %

                                                                                                                                            146
                                                                                                                                            %

                                                                                                                                              Interest
      Rate (b)

                                                                                                                                            1.42
                                                                                                                                            %

                                                                                                                                            1.42

CORRESP
1
filename1.htm

    Unassociated Document

      November
16, 2010

      Jim B.
Rosenberg

      Senior
Assistant Chief Accountant

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street, NE

      Washington,
DC 20549

                Re:

                Hemispherx
      Biopharma, Inc.

      Form 10-K for the year ended December
31, 2009

      Form
10-K/A for the year ended December 31, 2009

      (SEC filing No.
1-13441)

      Dear Mr.
Rosenberg:

      We hereby
respond to the comments contained in your November 4, 2010 comment letter
related to the above referenced Form 10-K and Form 10-K/A of Hemispherx
Biopharma, Inc. (the "Company").  Draft revised disclosure for
inclusion in the next amended Form 10-K, as requested by the Staff, is attached
hereto as Appendix A (the “Appendix”) and marked to show the suggested revisions
to the disclosure provided in Appendix A of our prior response letter dated
October 8, 2010.

      Form 10-K for the fiscal
year ended December 31, 2009

      Item 1.
Business

      Our Products, page
2

      Comment
1.      We acknowledge your response to
prior comment 2. Please disclose the costs incurred to date related to
Ampligen.  You also indicated that you are in process of undergoing
the tests needed for the validation phase to address the issues identified in
the CRL.  Since you are aware of what needs to be done to comply with
the FDA requirements, it appears that costs could be estimated or a range of
estimated costs could be determined.  Please revise your proposed
disclosure to indicate the nature, timing and estimated costs of the efforts
necessary to complete the Ampligen project and the anticipated completion dates
or the reason that an estimate cannot be made.

                      Corporate
      Headquarters

                      One
      Penn Center, 1617 JFK Blvd., Philadelphia,
    PA  19103

                      t:
      215-988-0080

                      f:
      215-988-1739

      Jim B.
Rosenberg

      November
16, 2010

      Page -
2

      Response:

      Costs incurred to date
related to Ampligen:

      For the
reasons stated below, the Company will add disclosure at the end of the “Our
Products” subsection of Item 1. “Business” (p. A-8) for Costs and Expense
consistent with the three years presented in the Company’s Consolidated
Statements of Operation.  The disclosure also will note that the
Company’s aggregate expenses from the time that we first started developing
nucleic acid pharmaceutical technology in the mid 1980s through March 2003 were
substantially related to the development of Ampligen®, and from that date
through the current period were substantially related to Ampligen® and
Alferon®.

      The
Company did not historically track its internal and external costs for
Ampligen®, Alferon® or other products on an individual basis.  The
Company utilized substantially the same personnel and resources for all products
and historically tracked costs on an expense category type, rather than product
basis.  As a result, costs incurred with respect to Ampligen®
overlapped across multiple development efforts.  The Company believes
that collection and evaluation of historical information necessary to determine
“to date” costs incurred from the time that we first started developing nucleic
acid pharmaceutical technology in the mid 1980s, would be unduly burdensome and
in some cases not possible.  The Company also believes that allocation
of such expense cannot be determined with any reasonable certainty as data and
information covers an approximate fifteen year period.

      The
Company also believes that such pre-2007 historical information may not provide
a meaningful benefit to investors.

      The nature, timing and
estimated costs of the efforts necessary to complete the Ampligen
project:

      Please
see the revised disclosure in the “Our Products” subsection of Item 1.
“Business” (pp. A-4 - A-5).

      (17) Fair value, page
F-33

      Comment
2.      We acknowledge your response to
prior comment 5.  You stated that the probability - adjusted
Black-Scholes value of your warrants is zero.  Please tell us the
assumed probability of an event taking place that would cause cash
settlement.  Please also tell us the various factors considered that
decreased the likelihood of a Fundamental Transaction occurring that would
require cash settlement.  Please provide us with your analysis that
supports the probability of each of these factors to be zero and that the value
of the warrants is zero for each scenario considered, including scenarios that
do not require cash settlement.

      Jim B.
Rosenberg

      November
16, 2010

      Page -
3

      Response:
The Company utilized the following information in its determination of the
Warrant
valuation related to:

                  1.

                  the
      assumed probability of an event taking place that would cause cash
      settlement;

                  2.

                  the
      various factors considered that decreased the likelihood of a Fundamental
      Transaction occurring that would require cash settlement;
    and

                  3.

                  the
      analysis that supports the probability of each of these factors to be zero
      and that the value of the warrants is zero for each scenario considered,
      including scenarios that do not require cash
  settlement.

      Generally
Accepted Accounting Principles requires the value of a liability to be recorded
where the warrant holder has a put option or is able to receive cash for their
warrants.

      Section
3.(e) of the Warrants issued on May 18 and 21, 2009, addresses the potential of
a Fundamental Transaction (“Transaction”) occurring while the Warrants are
outstanding.  The Transaction which allows the warrant holders to
receive cash is defined as (i) an all cash transaction, (ii) a “Rule 13e-3
Transaction” as defined in Rule 13e-3 under the Exchange Act, or (iii) a
Transaction involving a person or entity not traded on a national securities
exchange.

      The
following “Factors” were considered in determining the fair value of such
liability regarding the assumed probability of an event taking place that would
cause a cash settlement, especially regarding a potential
Transaction:

                  1)

                   The
      Company has been in business for over 20 years and has only had one
      product reach FDA approval which was via an acquisition of a company with
      an existing FDA approved
product;

                  2)

                   Based
      on having the NDA rejected by the FDA in November 2010, the Company will
      have to perform two Phase III clinical trials, that will cost millions of
      dollars for the possibility of FDA approval of Ampligen in addition to
      required funding for commercialization of this
    product;

                3)

                 Industry
      and market conditions at May 2009 included a global market recession,
      adding risk;

                4)

                 Available
      capital for a potential buyer in a cash transaction as of May 2009 was
      limited;

                  5)

                   The
      nature of a life sciences company is heavily dependent on future funding
      and high fixed costs, including research &
      development;

                  6)

                   According
      to Forbes.com, of approximately 17,000 public companies, fewer than 30
      went private in 2008 and nearly 100 going private deals were completed in
      2007, representing a probability ratio of 0.18% and 0.6%,
      respectively.  This probability would be further reduced based
      on the nature of a life sciences company and the potential lack of
      revenues, cash flows, and the Company’s funding
    needs;

      Jim B.
Rosenberg

      November
16, 2010

      Page –
4

                  7)

                   Rights
      to acquire common stock, pursuant to Company's Rights Agreement, make it
      less attractive to a buyer and therefore less likely to be
      acquired.

      With the
factors identified above regarding the probability of an event taking place that
could cause cash settlement, a sensitivity analysis was created to estimate the
probability-adjusted likelihood of a Transaction occurring which would affect
the value of a liability.  The Warrants’ valuation was estimated as
follows:

                                  Warrants’ Valuation

                                  December 31, 2009

                                  Grant Date 05/18/09 (Deal #1)

                                  Grant Date 05/21/09 (Deal #2)

                                  Series I

                                  Investors

                                  Investors

                                  Agent

                                  Unexercised

                                  Agent

                                  Underlying
      Price

                                $
                                0.56

                                $
                                0.56

                                $
                                0.56

                                $
                                0.56

                                  Exercise
      (Strike) Price

                                $
                                1.65

                                $
                                1.38

                                $
                                1.31

                                $
                                1.34

                                  Est.
      Time To Expiration in Years (d)

                                2.50

                                2.50

                                2.20

                                2.20

                                  Volatility

                                138
                                %

                                138
                                %

                                146
                                %

                                146
                                %

                                  Interest
      Rate (e)

                                1.42
                                %

                                1.42
                                %

                                1.14
                                %

                                1.14
                                %

                                  Yield
      Rate

                                0.0
                                %

                                0.0
                                %

                                0.0
                                %

                                0.0
                                %

                                  Warrant
      Value using Black-Scholes-Merton Pricing Model

                                $
                                0.00

                                $
                                0.00

                                $
                                0.00

                                $
                                0.00

                                  Number
      of Warrants Outstanding at 12/31/09

                                6,136,364

                                750,000

                                2,272,440

                                654,884

                                  Fair
      Value of Warrants

                                $
                                -0-

                                $
                                -0-

                                $
                                -0-

                                $
                                -0-

                                  Total
      Fair Value at December 31, 2009

                                $
                                -0-

                                $
                                -0-

                                                                          Notes

                                                                          (d) Time to Expiration
      Calculation

                                                                          (remaining
      contract period + vesting period( /2

                                                                          Deal
      #1 (59 months + 0)/2 = 2.5 years

                                                                          Deal
      #2 (53 months + 0)/2 = 2.2 yrs

                                                                          (e) Interest Rate
    Calculation

                                                                          2
      year constant maturity rate at 12/31/09

                                                                        1.14
                                                                        %

                                                                          3
      year constant maturity rate at 12/31/09

                                                                        1.70
                                                                        %

                                                                          Average

                                                                        1.42
                                                                        %

      Jim B.
Rosenberg

      November
16, 2010

      Page -
5

      In
summary, the Company’s valuation of the probability - adjusted Black-Scholes
value of the warrants issued on May 18 and 21 was calculated at zero to both the
low probability of conversion to cash, estimated at a probability of 0.5% to 5%,
and that the underlying price of the stock was at $0.56 when the exercise
(Strike) Prices ranged from $1.31 to $1.65. Accordingly, the Company presented
an estimated value of $-0- as Total Fair Value at December 31, 2009. To assure
proper valuation, the Company undertakes a similar analysis at the end of each
fiscal quarter to determine if the Fair Value of the Warrants has changed. In
the event that the Company determined that the Fair Value has materially
changed, the Company will revise its valuation of the Warrants and properly
disclose the event in the related 10-Q or 10-K filing.

      Form 10-K/A filed April 30,
2010

      Comment
3.      We note your response to our prior
comment 8.  It appears that the figures in the 2008 Stock Awards and
Option Awards columns of the Summary Compensation Table on page A-41 of your
response letter have not changed from the disclosure included in your Form 10-K
for the fiscal year ended December 31, 2008.  Please confirm that all
the figures appearing on page A-41 of your response were calculated in
accordance with FASB ASC 718.

      Response:        The
Company has undertaken an analysis of the 2008 Stock Awards and Option Awards
columns of the Summary Compensation Table utilizing the Black-Scholes-Merton
Pricing Model for stock based compensation in accordance with FASB ASC 718,
which recently superseded FASB 123R.  Under each of the above two
standards, the dollar value of the compensation remained unchanged as originally
presented.

        The
Company acknowledges that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosures in
      the filing;

                ·

                the
      Staff comments or changes to disclosure in response to Staff comments do
      not foreclose the Commission from taking any action with respect to the
      filing; and

                ·

                the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any p

November 4, 2010
 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard  Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the year ended December 31, 2009
Form 10-K/A for the year ended December 31, 2009 File No. 1-13441

Dear Mr. Carter:
We have reviewed your October 8, 2010 res ponse to our September 15, 2010 letter and
have the following comments.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide this information.  Please furnish us a letter on EDGAR under the form type label CORRESP th at keys your responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Form 10-K for the fiscal year ended December 31, 2009

 Item 1. Business

 Our Products, page 2

1. We acknowledge your response to prior comment 2.  Please disclose th e costs incurred to
date related to Ampligen.  Y ou also indicated that you are in process of undergoing the
tests needed for the validation phase to addr ess the issues identified in the CRL.  Since
you are aware of what needs to be done to comply with the FDA requirements, it appears
that costs could be estimated or a range of estimated costs could be determined.  Please revise your proposed disclosure  to indicate the na ture, timing and estimated costs of the
efforts necessary to complete the Ampligen project and the anticipated completion dates
or the reason that an estimate cannot be made.

William A. Carter, M.D. Hemispherx Biopharma, Inc. November 4, 2010 Page 2

 (17) Fair value, page F-33

2. We acknowledge your response to prior commen t 5.  You stated that the probability-
adjusted Black-Scholes value of your warrant s is zero.  Please tell us the assumed
probability of an event taking place that would cause cash settlement.  Please also tell us
the various factors considered  that decreased the likelihood of a Fundamental Transaction
occurring that would require cash settlement.  Please provide us w ith your analysis that
supports the probability of each of these factors to be zero and that the value of the
warrants is zero for each scenario considere d, including scenarios that do not require cash
settlement.
 Form 10-K/A filed April 30, 2010

 Summary Compensation Table, page 12

3. We note your response to our prior comment 8. It appears that the figures in the 2008
Stock Awards and Option Awards columns of the Summary Compensation Table on page
A-41 of your response letter have not changed from the disclosure included in your Form
10-K for the fiscal year ended December 31, 2008. Please confirm that the all figures
appearing on page A-41 of your response were  calculated in accordance with FASB ASC
718.

You may contact Sasha Parikh, Staff Accountant, at (202) 551-3627 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the processing of
your response as well as any questions regarding comments on the financial statements and
related matters.  Please contac t Laura Crotty, Staff Attorney, at (202) 551-3563 with questions
on any of the other comments.  In this regard, do not hesitate to cont act me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

    October
8, 2010

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              Re:

              Hemispherx
      Biopharma, Inc.

              Form
      10-K for the year ended December 31, 2009

              Form
      10-K/A for the year ended December 31, 2009

              (SEC
      filing No. 1-13441)

    Dear Mr.
Rosenberg:

    We hereby
respond to the comments contained in your September 15, 2010 comment letter
related to the above referenced Form 10-K and Form 10-K/A of Hemispherx
Biopharma, Inc. (the "Company").  Draft revised disclosure for
inclusion in the next amended Form 10-K, as requested by the Staff, is attached
hereto as Appendix A (the “Appendix”) and marked to show the suggested revisions
to the original disclosure.

    Form 10-K for the fiscal
year December 31, 2009.

    Item 1. Business, Page
1

    General

    Comment 1. We note
your discussion throughout the Business section of various agreements with third
parties and the agreements listed in the exhibit index to the
filing.  Please provide draft disclosure to be included in an amended
Form 10-K clarifying which agreements are considered material to the Company and
to further describe all material terms of each, including the financial
obligations of each party and the duration and termination
provisions.  To the extent you have listed agreements in the exhibit
index, but have not described them in the filing, please advise us as to your
reasoning, or, alternatively, provide a discussion of the material terms in the
Business section of the filing.  To the extent any agreements listed
in the exhibit index are no longer in effect or have been terminated, please
consider removing them from the list.

                Corporate
      Headquarters

                One
      Penn Center, 1617 JFK Blvd., Philadelphia,
    PA  19103

                t:
      215-988-0080

                f:
      215-988-1739

          -1-

    Jim B.
Rosenberg

    October
8, 2010

    Page -
2

    Response:      Revised
Item 1. “Business” is set forth on pages A-1 - A- 19 of the
Appendix.  The Company has added disclosure with regard to agreements
that it believes are material and required to be filed pursuant to Regulation
S-K, Item 601(b)(10).  Although additional agreement references
remain, these agreements while important, are not deemed to be material, were
made in the ordinary course of business and do not fit within any of the
exceptions set forth in subsection (b)(10)(ii) of Regulation S-K, Item
601.  Revised Item 15. “Exhibits and Financial Statement Schedules” is
set forth on pages A53 - A-58 of the Appendix.  The Company has
removed reference in the exhibits index to those agreements that are no longer
in effect or have been terminated.

    Our Products, Page
2

    Comment
2.  Please provide draft disclosure to be included in an
amended Form 10-K to disclose the following information for each of your major
research and development projects:

              ·

              The
      costs incurred during each period presented and to date on the
      project;

              ·

              The
      nature, timing and estimated costs of the efforts necessary to complete
      the project;

              ·

              The
      anticipated completion dates;

              ·

              The
      risks and uncertainties associated with completing development on
      schedule, and the consequences to operations, financial position and
      liquidity if the project is not completed timely; and
    finally;

              ·

              The
      period in which material net cash inflows from significant projects are
      expected to commence.

    If you do
not maintain any research and development costs by project, disclose that fact
and explain why management does not maintain and evaluate research and
development costs by project.  Provide other quantitative or
qualitative disclosure that indicates the amount of the company’s resources
being used on the project.

    Please
disclose the amount or range of estimated costs and timing to complete the phase
in process and each future phase.  To the extent that information is
not estimable, disclose those facts and circumstances indicating the
uncertainties that preclude you from making a reasonable estimate.

    Jim B.
Rosenberg

    October
8, 2010

    Page -
3

    Response:      The
requested disclosure has been added to the “Research and Development (R&D)”
subsection in Item 1 (pp. A-10 - A-16).

    Item 10. Directors and
Executive Officers and Corporate Governance. Page 48

    Comment
3.  Please provide draft disclosure to be included in an
amended Form 10-K discussing the specific experience, qualifications, attributes
or skills that led to the conclusion that each director should serve on the
board of the company, as required by newly revised Item 401(e)(l) of Regulation
S-K.  Please note that the present disclosure of each individual’s
business experience alone is not sufficient to comply with this
requirement.

    Response:      The
requested disclosure has been added to Item 10 (pp. A-21 - A-26).

    Audit Committee and Audit
Committee Expert. page 51

    Comment
4.  Please provide draft disclosure to be included in an
amended Form 10-K clearly explaining why you do not have an audit committee
financial expert, as required by Item 407(d)(5)(i)(C) of Regulation
S-K.

    Response:      The
Company, in its original filing, after stating that the Board did not have a
financial expert, noted that one of its Directors, Richard Piani, has
substantial relevant experience.  The disclosure has been revised to
clarify that there is no financial expert because the Board believes that one is
not necessary with Mr. Piani on the Board.  See the “Audit Committee
and Audit Committee Expert” subsection in Item 10 (p. A-20).

    Consolidated Financial
Statements

    (17) Fair value. Page
F-33

    Comment
5.  You determined that warrants with cash settlement features
were liabilities. However, you assumed that the fair value of the warrants was
zero based on a model which determines the probability that the cash settlement
feature condition will arise.  Please tell us why it is appropriate to
assign no value to the warrants under each scenario that you considered in
determining the fair value of the warrants. Please cite us for the authoritative
accounting literature that you relied upon to value the warrants under each
scenario.

    Response:      The
applicable standard of value is “fair value” as defined by the FASB ASC 820
(formerly SFAS 157) as follows:  “The price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date.”

    Jim B.
Rosenberg

    October
8, 2010

    Page -
4

    The first
step we used in estimating the fair value of the warrants was by using a
Black-Scholes-Merton valuation model as permitted by FASB ASC – 718 Stock
Compensation (formerly SFAS 123R).  Expected volatility is based on
the historical volatility of the price of the Company’s stock.  The
risk-free interest rate is based on the United States Treasury two year and
three year constant maturity rate at December 31, 2009.  The fair
value of the warrants was estimated based on the following weighted average
assumptions at December 31, 2009:

                                  Underlying
      price per share

                                  $0.56

                                  Exercise
      per share

                                  $1.10 – $1.65

                                  Risk-free
      interest rate

                                  1.14% – 1.70%

                                  Expected
      dividend yield

                                  None

                                  Expected
      lives

                                  2.2 – 2.5 years

                                  Expected
      volatility

                                  138%
      – 146%

    Step two
in our fair value estimation process was to give consideration as to the
probability of an event taking place which would cause cash
settlement.  Only in the case of a Fundamental Transaction occurring
(as defined in the warrant agreement) is the warrant holder allowed to receive
cash.  In determining the value of the warrants, various factors were
considered which decreased the likelihood of a Fundamental Transaction
occurring.  The Black-Scholes value was then probability-adjusted,
resulting in a fair value of $0.00.  Step two was necessary, as we
believe that a market participant would consider this probability scenario, when
estimating the amount to be paid to transfer the liability at the measurement
date as prescribed in FASB ASC 820 as previously described.

    Based on
the above factors, it was concluded that the current fair value of the warrants
was $0.00 utilizing the Black-Scholes-Merton valuation model after giving
consideration to the probability analysis of a Fundamental Transaction
occurring.  We recognize that this probability assessment needs to be
monitored and that if the probability of a Fundamental Transaction occurring
increases, the liability amount may increase in the future and, if significant
will be recorded, if and when this change in estimate occurs.

    We
engaged a third party valuation expert to determine the fair value of the above
warrants. They used the above assumptions and method to value the warrants at
December 31, 2009.

    Form 10-K/A filed April 30,
2010.

    General

    Comment
6.  We note that you have not included any disclosure in
response to Item 402(s) of Regulation S-K.  Please describe the
process you undertook to reach this conclusion and present your analysis
supporting the conclusion that such disclosure was not necessary.

    Response:       We
reviewed all compensation policies and employment agreements related to our
employees that existed as of December 31, 2009 and, as discussed below,
determined that there were no risks arising therefrom  that were
reasonably likely to have a materially adverse effect on the
Company.

    Jim B.
Rosenberg

    October
8, 2010

    Page -
5

    The
Company does not believe that base salary determinations entail any risks
reasonably likely to have a material adverse effect because base salary is not
linked to any specific weighted quantifiable criteria and the Company has no
short-term bonus programs.  There are two long-term bonus programs,
the Goal Achievement Incentive Program and the Employee Bonus Pool Program, both
of which were open to all active full-time employees as of January 1,
2009.  The Goal Achievement Incentive Program, which expired on March
31, 2010, was designed to intensify efforts in securing strategic partnering
agreements with third parties by allowing for a one percent bonus pool to be
created based on cash received in a transaction pursuant to such an
agreement.  The bonus pool would be shared between NEO, strategic
consultants and non-executive officers.  The Employee Bonus Pool
Program provided for a potential bonus pool of a pretax sum of 30 percent of the
base salary of all eligible employees upon FDA approval of
Ampligen®.  The Compensation Committee did not believe that either
bonus program entailed a risk-taking incentive.

    The only
employment agreement, executive or non-executive, that existed at December 31,
2009 and included an incentive bonus, based on anything other than the sole
discretion of the Compensation Committee, was the agreement with William A.
Carter, Chief Executive Officer, pursuant to which Dr. Carter was eligible for a
bonus of one-half percent of the Gross Proceeds from any joint venture or
corporate partnering arrangements.  Gross Proceeds consist of cash
amounts paid to the Company by a third party other than any amounts paid as a
result of sales of Company products or securities or as reimbursement of
expenses incurred in the transaction.  This incentive was consistent
with the Goal Achievement Program and deemed by the Compensation Committee to be
de minimis as a financial element of Dr. Carter’s compensation.

    Compensation Discussion and
Analysis

    Annual Bonus, page
5

    Comment
7.     Please provide draft disclosure to be
included in an amended Form 10-K which discusses the following
information:

              ·

              The
      “corporate, department and individual performance goals,” referenced on
      pages 5 and 6, applicable to each named executive officer and used to
      determine annual bonuses for the 2009 fiscal
  year.

              ·

              How
      each goal was weighted, if applicable.  To the extent that any
      of the performance goals were quantitative, your disclosure should also be
      quantitative.

              ·

              The
      threshold, target, and maximum levels of achievement of each performance
      goal, if applicable.

              ·

              The
      intended relationship between the level of achievement of corporate and
      individual performance goals and the amount of bonus to be
      awarded.

    Jim B.
Rosenberg

    October
8, 2010

    Page -
6

              ·

              The
      evaluation by the Committee of the level of achievement by each named
      executive officer of the corporate and individual performance goals
      applicable to them individually.

              ·

              How
      this level of achievement translated into the actual bonuses awarded for
      the 2009 fiscal year.

              ·

              The
      percentage of base salary awarded in the form of an incentive bonus to
      each named executive officer as a result of the company’s performance. To
      the extent factors other than the corporate goals were considered, please
      disclose these factors.

              Response:

              The
      requested disclosure has been added to the “Annual Bonus” subsection of
      the “Compensation Discussion and Analysis” (pp. A-32 - A-34).

              Comment
      8:

              Please
      revise your Summary Compensation Table to comply with newly revised Item
      402(c)(2)(v) and (vi) of Regulation
S-K.

              Response:

              The requested disclosure has been added to the
      Summary Compensation Table and notes thereto (pp. A-40 - A-42).

    The
Company acknowledges that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosures in
      the filing;

                ·

                the
      Staff comments or changes to disclosure in response to Staff comments do
      not foreclose the Commission from taking any action with respect to the
      filing; and

                ·

                the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    The
Company further acknowledges, that the action of the Commission or the staff,
acting pursuant to delegated authority, in reviewing the filing does not relieve
the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing.

    If you
have any questions or comments with regard to the filing, please contact me at
the above address.

              Very
      truly yours,

                /s/
      Charles T. Bernhardt

              Charles
      T. Bernhardt

              Chief
      Financial Officer

    Appendix
A

    ITEM
1.  Business.

    GENERAL

    We are a
specialty pharmaceutical company based in Philadelphia, Pennsylvania and engaged
in the clinical development of n

CORRESP
1
filename1.htm

    Unassociated Document

    September
28, 2010

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

                Re:

                Hemispherx
      Biopharma, Inc.

                Form
      10-K for the year ended December 31, 2009

                Form
      10-K/A for the year ended December 31, 2009

                (SEC filing No.
  1-13441)

    Dear Mr.
Rosenberg:

    We hereby
confirm receipt of your September 15, 2010 comment letter related to the above
referenced Form 10-K and Form 10-K/A of Hemispherx Biopharma, Inc.

    We
anticipate that we will be filing our response to the comment letter on EDGAR on
or before October 14, 2010.

    If you
have any questions, please do not hesitate to contact me at (215)
988-0080.

    Very
truly yours,

    /s/ Charles T.
Bernhardt

    Charles T. Bernhardt,

    Chief
Financial Officer

    Corporate
Headquarters

              One Penn Center, 1617 JFK
      Blvd., Philadelphia, PA  19103

            t:
      215-988-0080
            f:
      215-988-1739

September 15, 2010
 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard  Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the year ended December 31, 2009
Form 10-K/A for the year ended December 31, 2009 File No. 1-13441

Dear Mr. Carter:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us w ith information so may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe a comment applies to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response. Please furnish us a letter on EDGAR under the
form type label CORRESP that keys  your response to our comment.

After reviewing your response, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

 Item 1. Business, page 1

 General

1. We note your discussion throughout  the Business section of various agreements with
third parties and the agreements  listed in the exhibit index to the filing.  Please provide
draft disclosure to be included in an am ended Form 10-K clarifying which agreements
are considered material to the company and to further describe all material terms of each,
including the financial obligations of each party and the duration and termination provisions.  To the extent you have listed ag reements in the exhib it index but have not
described them in the filing, please advise us as to your reasoning, or, alternatively,
provide a discussion of the material terms in  the Business section of the filing.  To the
extent any agreements listed in the exhibit index are no longer in effect or have been
terminated, please consider rem oving them from the list.

William A. Carter, M.D. Hemispherx Biopharma, Inc. September 15, 2010 Page 2

Our Products, page 2

2. Please provide draft disclosure to be included in an amende d Form 10-K to disclose the
following information for each of your major research and development projects:

• The costs incurred during each period presented and to date on the project;
• The nature, timing and estimated costs of the efforts necessary to complete the
project;
• The anticipated completion dates;
• The risks and uncertainties associated with completing development on schedule,
and the consequences to operations, financ ial position and liquidity if the project
is not completed timely; and finally
• The period in which material net cash in flows from significant projects are
expected to commence.
 If you do not maintain any research and develo pment costs by project, disclose that fact
and explain why management does not maintain  and evaluate resear ch and development
costs by project.  Provide other quantitative or  qualitative disclosure that indicates the
amount of the company’s resource s being used on the project.

Please disclose the amount or range of estimat ed costs and timing to complete the phase
in process and each future phase. To the extent that information is not estimable, disclose
those facts and circumstances indicating the uncertainties th at preclude you from making
a reasonable estimate.

Item 10. Directors and Executive Officer s and Corporate Governance, page 48

3. Please provide draft disclosure to be incl uded in an amended Fo rm 10-K discussing the
specific experience, qualifications, attributes or  skills that led to the conclusion that each
director should serve on the board of the company, as required by newly revised Item 401(e)(1) of Regulation S-K.  Pl ease note that the present disc losure of each individual’s
business experience alone is not sufficient to comply with this requirement.

Audit Committee and Audit Committee Expert, page 51

4. Please provide draft disclosure to be in cluded in an amended Form 10-K clearly
explaining why you do not have an audit comm ittee financial expert, as required by Item
407(d)(5)(i)(C) of Regulation S-K.

William A. Carter, M.D. Hemispherx Biopharma, Inc. September 15, 2010 Page 3

Consolidated Financial Statements
 (17) Fair value, page F-33

5. You determined that warrants with cash settle ment features were liabilities.  However,
you assumed that the fair value of the warrants was zero based on a model which determines the probability that the cash settle ment feature condition will arise.  Please tell
us why it is appropriate to assign no value to  the warrants under each scenario that you
considered in determining the fair value of  the warrants.  Please cite us for the
authoritative accounting literatur e that you relied upon to valu e the warrants under each
scenario.
 Form 10-K/A filed April 30, 2010

 General

6. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please descri be the process you undertook to  reach this conclusion and
present your analysis supporting the conclusion that such disclosure was not necessary.
 Compensation Discussion and Analysis

 Annual Bonus, page 5

7. Please provide draft disclosure  to be included in an ame nded Form 10-K which discusses
the following information:
• The “corporate, department and indivi dual performance goals,” referenced on
pages 5 and 6, applicable to each named executive officer and used to determine
annual bonuses for the 2009 fiscal year.
• How each goal was weighted, if applicable. To the extent that any of the
performance goals were quantitative, your disclosure should also be quantitative.
• The threshold, target, and maximum levels  of achievement of each performance
goal, if applicable.
• The intended relationship between the le vel of achievement of corporate and
individual performance goals and th e amount of bonus to be awarded.
• The evaluation by the Committee of the level of achievement by each named
executive officer of the corporate and indi vidual performance goals applicable to
them individually.
• How this level of achievement translated  into the actual bonus es awarded for the
2009 fiscal year.
• The percentage of base salary awarded in  the form of an incentive bonus to each
named executive officer as a result of the company’s performance.  To the extent

William A. Carter, M.D. Hemispherx Biopharma, Inc. September 15, 2010 Page 4

factors other than the corporate goals were considered, please disclose these
factors.

Summary Compensation Table, page 12

8. Please revise your Summary Co mpensation Table to comply with newly revised Item
402(c)(2)(v) and (vi) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Sasha Parikh, Staff Accountant, at (202) 551-3627 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the processing of
your response as well as any questions regarding comments on the financial statements and
related matters.  Please contac t Laura Crotty, Staff Attorney, at (202) 551-3563 with questions
on any of the other comments.  In this regard, do not hesitate to cont act me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 4720
         May 26, 2009   Dr. William A. Carter, M.D.  Chief Executive Officer Hemispherx BioPharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103
Re: Hemispherx BioPharma, Inc.  Preliminary Proxy Statement on Schedule 14A  Filed April 30, 2009  File Number 001-13441

Dear Dr. Carter:
  We have completed our review of the above listed filing and have no further
comments at this time.

Sincerely,

Jeff Riedler Assistant Director

Mail Stop 6010          May 4, 2009  Dr. William A. Carter, M.D.  Chief Executive Officer Hemispherx BioPharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103
Re: Hemispherx BioPharma, Inc.  Preliminary Proxy Statement on Schedule 14A  Filed April 30, 2009  File Number 001-13441

Dear Dr. Carter:

We have limited our review of your filing to  the issues we have addressed in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanations.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Preliminary Proxy Statement filed April 30, 2009

1. We note your disclosure on pages 16-17 th at you have entered into agreements
regarding change in control with William A. Carter and Ransom W. Etheridge.  Please expand your filing to provide the disclosure required by Item 402(j) of Regulation S-K.  Please refer to  Item 8 of Schedule 14A.
2. We note your disclosure on page 33 th at you may issue the authorized but
unissued shares that would be available as a result of the approval of Proposal 3 to
(1) attempt to raise capital; (2) acquire addi tional assets; and/or (3) facilitate an
agreement with a potential partner rega rding the marketing, distribution or
manufacturing of your products.  Please  expand your disclosure to provide a

Dr. William A. Carter, M.D.
Hemispherx BioPharma, Inc.
May 4, 2009 Page 2
discussion of any plans to raise capital, acquire additional assets, or enter into an agreement with a potential partner.
3. We note that you seek the approval of  the Hemispherx 2009 Equity Incentive
Plan.  Please provide the di sclosure required by Item 201(d) of Regulation S-K.
Please refer to Item 10(c) of Schedule 14A.

* * * * *

 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.

Dr. William A. Carter, M.D.
Hemispherx BioPharma, Inc. May 4, 2009 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.    Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,            J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r

Mail Stop 6010                                                                                                   July 25, 2008     William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, Pennsylvania 19103
 Re: Hemispherx Biopharma, Inc.
  Schedule 14A   Filed July 16, 2008   File No. 1-13441

Dear Dr. Carter:

 We have completed our review of  your preliminary proxy statement on
Schedule 14A and have no further comments at this time.

Sincerely,
           J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                Company Leterhead
                           Hemispherx Biopharma, Inc.
                                 1617 JFK Blvd.
                          Philadelphia, PA. 19103-1806

                                  July 24, 2008

Jeffrey Riedler
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

         Re:      Hemispherx Biopharma, Inc.
                  Schedule 14A
                  Filed July 16, 2008
                  File No. 1-13441

Dear Mr. Riedler:

Hemispherx  Biopharma,  Inc.  (the  "Company"),  hereby  responds to the comment
contained in your July 18, 2008 comment letter.

Proposal No. 3

Comment 1. Please  revise your  disclosure  in the proxy  statement to provide a
complete description of the terms of the common stock purchase agreement.

Response:  Per our counsel's  conversation  with the staff, our proposed revised
language is provided on Attachment A hereto. After the staff has had a chance to
review the revised  language and discuss it with our  counsel,  the Company will
file either an amended Preliminary Schedule 14A or a Definitive Schedule 14A.

The Company  acknowledges  that:  (i) it is  responsible  for the  adequacy  and
accuracy  of the  disclosure  in the filing;  (ii) staff  comments or changes to
disclosure in response to staff  comments do not foreclose the  Commission  from
taking any action  with  respect to the  filing;  and (iii) the  Company may not
assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

                                                      Very truly yours,
                                                     /s/ Robert E. Peterson
                                                     ----------------------
                                                     Robert E. Peterson
                                                     Chief Financial Officer

<PAGE>

Jeffrey Riedler
July 24, 2008
Page - 2

                                  Attachment A

Proposal 3, as revised would read as follows:

                   APPROVAL OF THE ISSUANCE OF COMMON STOCK TO
                   COMPLY WITH AMEX COMPANY GUIDE SECTION 713

         In connection with the transaction  described below with Fusion Capital
Fund II, LLC  ("Fusion  Capital"),  we are seeking  approval of the  issuance of
Common Stock that could exceed  14,823,651  shares, or 19.99% of the outstanding
shares of Common  Stock.  Section 713 of the American  Stock  Exchange  ("AMEX")
Company Guide provides that we must obtain stockholder approval before issuance,
at a price  per  share  below  market  value,  of common  stock,  or  securities
convertible into common stock,  equal to 20.0% or more of our outstanding common
stock (the "Exchange Cap"). The Purchase Agreement described below provides that
no sales can be made if they would cause us to violate the Exchange Cap.

Fusion Transaction

         On July 2, 2008, we entered into a Common Stock Purchase Agreement with
Fusion Capital,  an Illinois  limited  liability  company as amended on July 23,
2008 ("Purchase  Agreement").  Under the Purchase  Agreement,  Fusion Capital is
obligated,  under certain conditions, to purchase shares from us in an aggregate
amount of up to $30  million  from time to time over a  twenty-five  (25)  month
period. Under the terms of the Purchase Agreement, Fusion Capital has received a
commitment fee  consisting of 650,000 shares of our common stock.  Also, we will
issue to Fusion  Capital up to an additional  650,000 shares as a commitment fee
pro rata as we receive the $30 million of future funding.

         Under  the  Purchase  Agreement  and  a  related   Registration  Rights
Agreement with Fusion  Capital we are required to file a registration  statement
with the  Securities  and Exchange  Commission  ("SEC") and  register  under the
Securities  Act of 1933 (1) 650,000  shares  which have already been issued as a
commitment  fee,  (2) an  additional  650,000  shares  which we may issue in the
future as a  commitment  fee pro rata as we  receive  up to the $30  million  of
future  funding and (3) at least  13,523,651  shares which we may sell to Fusion
Capital after the registration statement is declared effective.

         We do not have the right to commence  any sales of our shares to Fusion
Capital until the SEC has declared effective the registration  statement.  After
the SEC has declared  effective such registration  statement,  generally we have
the right but not the obligation  from time to time to sell our shares to Fusion
Capital  in amounts  between  $120,000  and $1.0  million  depending  on certain
conditions.  We have the right to control  the timing and amount of any sales of
our  shares  to  Fusion  Capital.  The  purchase  price  of the  shares  will be
determined  based upon the market price of our shares without any fixed discount
at the time of each  sale.  Fusion  Capital  does not  have  the  right  nor the
obligation  to purchase  any shares of our common stock on any business day that
the price of our common stock is below $0.40.  There are no negative  covenants,
restrictions on future fundings, penalties or liquidated damages in the Purchase
Agreement or the Registration  Rights Agreement.  The Purchase  Agreement may be
terminated by us at any time at our discretion without any cost to us.

<PAGE>
Jeffrey Riedler
July 24, 2008
Page - 3

Purchase Of Shares Under The Common Stock Purchase Agreement

         Under the common stock purchase agreement, on any business day selected
by us, we may direct  Fusion  Capital to  purchase  up to $120,000 of our common
stock. The purchase price per share is equal to the lesser of:

o        the lowest sale price of our common stock on the purchase date; or

o        the average of the three lowest closing sale prices of our common stock
         during  the  twelve  consecutive  business  days prior to the date of a
         purchase by Fusion Capital.

         The purchase price will be equitably  adjusted for any  reorganization,
recapitalization,  non-cash dividend,  stock split, or other similar transaction
occurring  during the business days used to compute the purchase  price.  We may
direct Fusion  Capital to make multiple  purchases from time to time in our sole
discretion; no sooner then every two business days.

Our Right To Increase the Amount to be Purchased

                  In addition to purchases of up to $120,000  from time to time,
we may also from time to time elect on any single business day selected by us to
require  Fusion  Capital  to  purchase  our  shares in an amount up to  $150,000
provided  that our share price is not below $0.80 during the two  business  days
prior to and on the purchase date. We may increase this amount to up to $250,000
if our share price is not below $1.25 during the two business  days prior to and
on the purchase date. This amount may also be increased to up to $500,000 if our
share price is not below $1.75 during the two business  days prior to and on the
purchase  date.  This amount may also be  increased to up to  $1,000,000  if our
share price is not below $4.00 during the two business  days prior to and on the
purchase  date. We may direct Fusion  Capital to make multiple  large  purchases
from time to time in our sole  discretion;  however,  at least two business days
must have passed since the most recent large purchase was  completed.  The price
at which our common stock would be  purchased  in this type of larger  purchases
will be the  lesser of (i) the  lowest  sale  price of our  common  stock on the
purchase date and (ii) the lowest purchase price (as described above) during the
previous ten business days prior to the purchase date.

Minimum Purchase Price

         Under  the  common  stock  purchase  agreement,  we have set a  minimum
purchase price ("floor price") of $0.40.  However,  Fusion Capital does not have
the right nor the  obligation  to purchase any shares of our common stock in the
event  that the  purchase  price  would be less the floor  price.  Specifically,
Fusion Capital does not have the right or the  obligation to purchase  shares of
our common  stock on any  business day that the market price of our common stock
is below $0.40.

<PAGE>
Jeffrey Riedler
July 24, 2008
Page - 4

Events of Default

         Generally,  Fusion  Capital may  terminate  the common  stock  purchase
agreement  without any liability or payment to us upon the  occurrence of any of
the following events of default:

o        the  effectiveness of the registration  statement lapses for any reason
         (including,  without  limitation,  the  issuance of a stop order) or is
         unavailable  to Fusion  Capital  for sale of our common  stock  offered
         hereby and such lapse or  unavailability  continues for a period of ten
         consecutive  business days or for more than an aggregate of 30 business
         days in any 365-day period;

o        suspension by the AMEX of our common stock from trading for a period of
         three consecutive business days;

o        the  de-listing  of our common stock from the AMEX  provided our common
         stock is not immediately  thereafter trading on the Nasdaq OTC Bulletin
         Board Market,  the Nasdaq Global Market,  the Nasdaq Capital Market, or
         the New York Stock Exchange;

o        the transfer  agent`s failure for five business days to issue to Fusion
         Capital  shares of our common stock which Fusion Capital is entitled to
         under the common stock purchase agreement;

o        any material breach of the  representations  or warranties or covenants
         contained  in the  common  stock  purchase  agreement  or  any  related
         agreements  which has or which could have a material  adverse effect on
         us subject to a cure period of five business days; or

o        any participation or threatened participation in insolvency or
         bankruptcy proceedings by or against us; or

o        the issuance of an aggregate of 14,823,651 shares to Fusion Capital
         under our agreement if we fail to obtain the requisite stockholder
         approval.

Our Termination Rights

         We have the  unconditional  right at any  time for any  reason  to give
notice to Fusion Capital  terminating the Purchase Agreement without any cost to
us.

No Short-Selling or Hedging by Fusion Capital

         Fusion  Capital  has agreed that  neither it nor any of its  affiliates
shall  engage in any direct or indirect  short-selling  or hedging of our common
stock  during any time prior to the  termination  of the common  stock  purchase
agreement.

<PAGE>
Jeffrey Riedler
July 24, 2008
Page - 5

Use of Proceeds

         We  anticipate   using  the  proceeds  from  this   financing  to  fund
infrastructure growth including manufacturing,  regulatory compliance and market
development, as well as to prospectively fund market opportunities and strategic
partnerships.

         As of July 8, 2008,  the closing bid price for our common  stock on the
American Stock Exchange was $1.07 per share.  Assuming a purchase price of $1.07
per share,  approximately  28,037,383  shares of common stock  (exclusive of the
shares issuable as a commitment fee  "Commitment  Shares") would be issued under
the Purchase Agreement to realize the entire $30,000,000.

         On July 2, 2008, we had 74,155,334  outstanding shares of Common Stock.
Accordingly,  we cannot issue more than  14,823,651  shares (the "Exchange Cap")
under the  Purchase  Agreement  (inclusive  of the  Commitment  Shares)  without
obtaining stockholder approval.

         To assure that we are in compliance  with Company Guide Section 713 and
to  permit  us to sell  shares  under the  Purchase  Agreement  in excess of the
Exchange  Cap, we are  requesting  your approval of the issuance of Common Stock
that could exceed 19.99% of the outstanding shares of Common Stock (inclusive of
the Commitment Shares).

         Copies of the Purchase Agreement and the Registration  Rights Agreement
have been filed as exhibits to our Current Report on Form 8-K dated and filed on
July 8, 2008.

Previous transactions with Fusion Capital

         In July 2005 we entered into a prior common  stock  purchase  agreement
with Fusion Capital,  pursuant to which we sold an aggregate of 8,791,838 shares
for total gross proceeds of $20,000,000.

         In April 2006 we entered into a prior common stock  purchase  agreement
with Fusion Capital, pursuant to which we sold an aggregate of 10,682,032 shares
for total gross proceeds of $19,739,131 through November, 2007.

Effects of issuance of the shares

         A  significant  number  of  shares  will be  issuable  pursuant  to the
Purchase Agreement.  To the extent that a significant number of these shares are
issued,   there  will  be  a  substantial  pro  rata  dilution  to  our  current
stockholders.  In addition,  because these shares will be registered  for public
sale,  such  sales,  or the  anticipation  of the  possibility  of  such  sales,
represents  an overhang on the market and could  depress the market price of our
common stock.

         If issuance of these  shares is not approved by  stockholders,  we most
likely will not be able to realize  the entire  $30,000,000  under the  Purchase
Agreement.

THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 3 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERX AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.

</TEXT>
</DOCUMENT>

Mail Stop 6010          July 18, 2008   William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, Pennsylvania 19103
 Re: Hemispherx Biopharma, Inc.
  Schedule 14A   Filed July 16, 2008   File No. 1-13441

Dear Dr. Carter:   We have reviewed your filing and have the following comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Proposal No. 3

 1. Please revise your disclosure in the proxy statement to provide a complete description of the terms of the common stock purchase agreement.

* * *
  As appropriate, please amend your filing in response to these comments.  You may wish to provide us with marked copies of the amendment to expedite our review.

William A. Carter, M.D.
Hemispherx Biopharma, Inc. July 18, 2008 Page 2
Please furnish a cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Jennifer Riegel at (202) 551-3575 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

Mail Stop 6010                                                                                                   January 17, 2008   William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc.  1617 JFK Boulevard  Philadelphia, Pennsylvania 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2006  File No. 001-13441

Dear Dr. Carter:
  We have completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,
           J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Hemispherx Biopharma, Inc.
                                One Penn Center,
                                 1617 JFK Blvd.
                           Philadelphia, PA 19103-1806

                                 January 7, 2008

Jeffrey Riedler
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

         Re:      Hemispherx Biopharma, Inc.
                  Form 10-K for the Year Ended December 31, 2006
                  Filed March 19, 2007
                  File No. 001-13441

Dear Mr. Riedler:

     Hemispherx Biopharma, Inc. (the "Company"), hereby responds to the comments
contained in your December 27, 2007 comment letter.

Item 11. Executive Compensation

General

Comment 1. We note your  disclosure  on page 69  indicating  that certain  named
executive officers were awarded stock options in 2006. Item 402(d) of Regulation
S-K requires  that you provide in tabular  format  information  concerning  each
grant of an award made to a named executive officer in the last completed fiscal
year.  Please  amend your  filing to provide  the  information  required by Item
402(d).

Response:  The  requisite  table is being added in an amendment to the Company's
Annual Report on Form 10-K for the year ended December 31, 2006 (the "10-K").

<page>
Jeffrey Riedler
January 7, 2008
Page-2

The table will be as follows:

2006 Stock Option Grants to Executive Officers

         The following table provides additional information about option awards
granted to our Named Executive Officers during the year ended December 31, 2006.
The  compensation  plan under which the grants in the following tables were made
are  described  in the  Compensation  Discussion  and  Analysis  section  headed
"Long-Term Equity Incentive Awards".
<TABLE>
<S>                <C>           <C>           <C>            <C>               <C>           <C>

------------------ ------------- ------------ ------------ ------------------ ------------- --------------
                                               Exercise                       Closing       Grant Date
                                 No. of        Price per                      Price on      Fair Value
Name               Grant Date    Options         Share     Expiration Date    Grant         of Option(5)
----               ----------    -------         -----     ---------------    -----         ------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
W. A. Carter       1-3-06         300,000(1)        $2.38       1/3/16        2.17 (2)         395,798
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
                   2-22-06        376,650(1)         3.78       2/22/16       3.44             840,569
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------

A. Bonelli         11-27-06          100,000         2.11      11/26/16       1.92             122,601
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------

R.E. Peterson      2-28-06         50,000(1)         3.85       2/28/16       3.33             106,584
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
                   4-14-06        100,000(1)         3.48       4/14/16       3.16(3)          203,899
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
                   4-30-06         30,000(1)         3.55       4/30/16       3.23(4)          62,560
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------

D. Strayer         11-20-06           15,000         2.20      11/20/16       2.00             19,200
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
M J. Liao          11-20-06            7,500         2.20      11/20/16       2.00              9,600
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
Carol Smith        11-20-06            7,500         2.20      11/20/16       2.00              9,600
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
R. Hansen          11-20-06            7,500         2.20      11/20/16       2.00              9,600
------------------ ------------- ------------ ------------ ------------------ ------------- --------------
</TABLE>

Notes:  (1) Renewal of Expiring Options
         (2) Closing Price on 12/30/05
         (3) Closing Price on 4/13/06
         (4) Closing Price on 4/28/06
         (5) These amounts  represent the  approximate  amount we recognized for
financial statement reporting purposes in fiscal year 2006 for the fair value of
equity awards  granted to the named  executive  officers in fiscal year 2006, in
accordance  with SFAS No. 123(R),  excluding the impact of estimated  forfeiture
related to service  based  vesting  conditions  as required  by SEC rules.  As a
result,  these  amounts  do not  reflect  the  amount of  compensation  actually
received  by  the  named  executive  officer  during  the  fiscal  year.  For  a
description  of the  assumptions  used in  calculating  the fair value of equity
awards under SFAS No.  123(R),  see Note 2(n) of our financial  statement in our
Form 10-K for the year ended December 31, 2006.

Summary Compensation Table

Director Compensation

Comment 2. We note that Note 1 to the Summary  Compensation  table and Note 2 to
the Director  Compensation  table  indicate that the numbers  reported under the
respective  Option  Awards  columns are the total fair  values of option  awards
granted in 2006.  Item  402(c)(2)(vi)  and Item  402(k)(2)(iv)  provide that the
Option Awards columns should disclose the dollar amount recognized for financial
statement  reporting purposes with respect to the fiscal year in accordance with
FAS 123(R). Please confirm whether the numbers disclosed under the Option Awards
columns are the amounts recognized for financial statement purposes for the 2006
fiscal  year.  If that is not the case,  please  amend the Summary  Compensation
table and the Director Compensation table to provide the appropriate amounts.

<page>
Jeffrey Riedler
January 7, 2008
Page-3

Response:  The  Company  confirms  that the numbers  disclosed  under the Option
Awards columns are the amounts  recognized for financial  statement purposes for
the 2006 fiscal  year.  The  relevant  footnotes  will be revised to clarify the
foregoing.

Footnote No. 1 to the Summary Compensation Table will be as follows:

(1) Based on Black Scholes Pricing Model of valuing options. Total Fair Value of
Option Awards granted in 2006 was $1,780,011.  These amounts shown in the Option
Awards column  represent  the  approximate  amount we  recognized  for financial
statement  reporting  purposes  in fiscal year 2006 for the fair value of equity
awards  granted  to the  named  executive  officers  in  fiscal  year  2006,  in
accordance  with SFAS No. 123(R),  excluding the impact of estimated  forfeiture
related to service  based  vesting  conditions  as required  by SEC rules.  As a
result,  these  amounts  do not  reflect  the  amount of  compensation  actually
received  by  the  named  executive  officer  during  the  fiscal  year.  For  a
description  of the  assumptions  used in  calculating  the fair value of equity
awards under SFAS No.  123(R),  see Note 2(n) of our financial  statement in our
Form 10-K for the year ended December 31, 2006.

Footnote No. 2 to the Director Compensation Table will be as follows:

(2) These  amounts  shown  represent the  approximate  amount we recognized  for
financial statement reporting purposes in fiscal year 2006 for the fair value of
equity awards  granted to the named  executive  officers in fiscal year 2006, in
accordance  with SFAS No. 123(R),  excluding the impact of estimated  forfeiture
related to service  based  vesting  conditions  as required  by SEC rules.  As a
result,  these  amounts  do not  reflect  the  amount of  compensation  actually
received  by  the  named  executive  officer  during  the  fiscal  year.  For  a
description  of the  assumptions  used in  calculating  the fair value of equity
awards under SFAS No.  123(R),  see Note 2(n) of our financial  statement in our
Form 10-K for the year ended December 31, 2006.

Comment  3.  Please  amend  the  Director  Compensation  table to  disclose  the
information   required  by  Instruction  to  Item  402(k)(2)(iii)  and  (iv)  of
Regulation  S-K.  Also,  supplementally,  please confirm if the $99,360 that Mr.
Etheridge  received per his Engagement  Agreement included the value of the loan
that was  forgiven  on  February  24,  2006 or, if that is not the case,  please
provide us with an analysis  supporting your determination that the value of the
$60,000 loan should not be included in Mr.  Etheridge's  total  compensation for
2006.

Response:
---------
As noted above in response to Comment No. 2, footnote No. 2 to the table will be
revised.  With regard to the  disclosure  about Mr.  Etheridge the table will be
revised to include the value of the loan  forgiven  and  Footnote  No. 1 will be
revised to read "Includes  $99,360 as Corporate  General  Counsel and $60,000 as
the value of a loan that was forgiven in lieu of a bonus in 2006.

<page>
Jeffrey Riedler
January 7, 2008
Page-4

The Company  acknowledges  that:  (i) it is  responsible  for the  adequacy  and
accuracy  of the  disclosure  in the filing;  (ii) staff  comments or changes to
disclosure in response to staff  comments do not foreclose the  Commission  from
taking any action  with  respect to the  filing;  and (iii) the  Company may not
assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

                                                 Very truly yours,

                                                 /s/ Robert E. Peterson
                                                 ______________________
                                                 Robert E. Peterson
                                                 Chief Financial Officer

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 27, 2007   William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc.  1617 JFK Boulevard  Philadelphia, Pennsylvania 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the Year Ended December 31, 2006
 Filed March 19, 2007  File No. 001-13441

Dear Dr. Carter:
We have reviewed your filing and have the following comments. In our
comments, we ask you to provide us with  information to better understand your
disclosure. Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 11.  Executive Compensation

 General

1. We note your disclosure on page 69 i ndicating that certain named executive
officers were awarded stock options in 2006.  Item 402(d) of Regulation S-K requires that you provide in tabular format  information concerning each grant of

William A. Carter, M.D.
Hemispherx Biopharma, Inc.
December 27, 2007 Page 2
an award made to a named executive officer in the last completed fiscal year.  Please amend your filing to provide the information required by Item 402(d).

Summary Compensation Table – 2006, page 76

Director Compensation – 2006, page 80

2. We note that Note 1 to the Summary Compensation table and Note 2 to the
Director Compensation ta ble indicate that the numbers reported under the
respective Option Awards columns are the total fair values of option awards granted in 2006.  Item 402( c)(2)(vi) and Item 402(k)(2 )(iv) provide that the
Option Awards columns should disclose the dollar amount recognized for financial statement reporting purposes w ith respect to the fiscal year in
accordance with FAS 123(R).  Please conf irm whether the numbers disclosed
under the Option Awards columns are the amounts recognized for financial statement purposes for the 2006 fiscal year.  If that is not the case, please amend
the Summary Compensation table and the Di rector Compensation table to provide
the appropriate amounts.
 Director Compensation – 2006, page 80

3. Please amend the Director Compensation table to disclose the information
required by Instruction to Item 402(k)(2)(ii i) and (iv) of Regulation S-K.  Also,
supplementally, please confirm if the $99,360 that Mr. Etheridge received per his Engagement Agreement included the value of the loan that was forgiven on February 24, 2006 or, if that is not the case, please provide us with an analysis supporting your determination that the value of the $60,000 loan should not be
included in Mr. Etheridge’ s total compensation for 2006.

*    *    *    *
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

William A. Carter, M.D.
Hemispherx Biopharma, Inc. December 27, 2007 Page 3
 • the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-
3715 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   September 20, 2006  Mr. Robert Peterson Chief Financial Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103

 Re: Hemispherx Biopharma, Inc.
 Item 4.01 Form 8 -K filed September 20, 2006
 File No. 001-13441

Dear Mr. Peterson:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary. In some of our  comments, we ask you to provide us with
information so we may better  understand your disclosure.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.01 Form 8-K filed September 20, 2006

1. Please revise your filing to specify the ex act resignation date of BDO Seidman, LLP.
Please also state explicitly whether duri ng your two most recent fiscal years ended
December 31, 2005 and subsequent interim period through the date of resignation
there were any disagreements with BDO Se idman, as described in  Item 304(a)(1)(iv)
of Regulation S-K.  You s hould specify the “interim period” as the “interim period
through September 18, 2006,” if that is the actual resignation date.
2. Please amend your filing to include, as E xhibit 16, the letter from your former
accountants, BDO Seidman, LLP, as required by Item 304(a)(3) of Regulation S-K. If

Mr. Robert Peterson
Hemispherx Biopharma, Inc. September 20, 2006 Page 2
 you do not intend to file an amendment to  include Exhibit 16 within ten business
days, please tell us why.

*    *    *    *
Please revise your filing and provide us  the information requested within 5
business days of the date of this letter or tell us when you will provide a response prior to
the expiration of the 5-day period. Please furn ish a letter with your response that keys
your response to our comments.  Detailed letters greatly faci litate our review.  You should
furnish the letter to us via EDGAR under the form type label CORRESP.  Please
understand that we may have additional comm ents after reviewing your response to our
comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

    SILVERMAN
      SCLAR SHIN & BYRNE PLLC

    Attorney
      at Law

    381
      Park Avenue South, Suite 1601

    New
      York, New York 10016

    Tel.
      No. 212-779-8600

    Telecopy
      Number - (212) 779-8858

                    July
      26,
      2006

    Jeffrey
      Riedler

    Assistant
      Director

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

              Re:

              Hemispherx
                Biopharma, Inc.

              Schedule
                14A, amendment No. 1

              Filed
                July 21, 2006

              File
                No. 1-13441

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Hemispherx Biopharma, Inc. (the "Company"), we hereby respond to the comments
      contained in your July 24, 2006 comment letter.

    Proposal
      No. 3: Approval of the Proposal to Amend Our Certificate of Incorporation to
      Increase the Number of Authorized Shares of Common Stock

    Comment
      1. Based
      on
      the third paragraph of this section, it appears you currently have sufficient
      authorized shares for your outstanding options, warrants, convertible
      debentures, and your agreement with Fusion Capital. Do you have any plans to
      issue any of the 100,000,000 shares for which you are seeking shareholder
      approval? For example, we note that you “most likely will (i) attempt to raise
      capital through the sale of [your] common stock or securities convertible into
      or exercisable for common stock; and/or (ii) acquire additional assets.” We also
      note from the second paragraph in the discussion of proposal 4 that you may
      issue some of these shares to Fusion Capital. Please describe in your discussion
      of proposal 3 any plans you currently have to issue any of the shares that
      would
      be authorized through this proposal. After discussing all such plans, state
      that
      you have no other plans besides the plans that are discussed in your
      filing.

          Jeffrey
            Riedler

          July
            26,
            2006

          Page -
            2

    Response:
      The
      Company has no current plans to issue any of the 100,000,000 shares for which
      it
      is seeking stockholder approval. It is conceivable that some of these shares
      might be issued to Fusion Capital in the transaction described in Proposal
      no.
      4. The Company will add the following language to the definitive Schedule14A
      at
      the end of the paragraph 5 in Proposal No. 3 when it is filed:

    “It
      is
      possible that some of these shares could be issued pursuant to the Stock
      Purchase Agreement with Fusion Capital (see Proposal No. 4 below). We do not
      know the actual number of these shares that could be issued to Fusion Capital,
      if any, because the number of shares to be issued is based upon the future
      market price of our Common Stock and we have the ability to limit the number
      of
      shares purchasable under the agreement. In addition, the Stock Purchase
      Agreement, as amended, provides that we may not issue to Fusion Capital more
      than 27,386,723 shares, representing 12,386,723 shares already issued or
      reserved for issuance under the Purchase Agreement, plus 15,000,000 additional
      shares from shares authorized but not reserved for issuance and newly authorized
      shares should Proposal No. 3 be approved. Aside from possible issuances to
      Fusion Capital as discussed above, we have no current plans to issue any of
      the
      shares that would be authorized should this Proposal No. 3 be approved by our
      stockholders.”

    Proposal
      No. 4: Approval of the Issuance of Common Stock to Comply with AMEX Company
      Guide Section 713

    Comment
      2.
      Please
      state whether there is a possibility that Fusion Capital could obtain control
      of
      your company. For example, does your agreement with Fusion Capital include
      limitations on Fusion Capital’s share ownership?

    Response:
      The
      Stock Purchase Agreement (the “Purchase Agreement”) contains a provision that
      limits Fusion Capital’s ownership of Company common stock to no more than 9.9%
      of the outstanding shares of common stock. Accordingly, it is not possible
      that
      Fusion Capital could obtain control of the Company. The Company will add the
      following language to the definitive Schedule14A in the middle of the second
      paragraph of the disclosure in Proposal No. 4 when it is filed:

    “In
      addition, Fusion Capital cannot purchase common stock under the Purchase
      Agreement to the extent that, following such purchase and after giving effect
      to
      such purchase, it, together with its affiliates, would beneficially own in
      excess of 9.9% of the outstanding shares of our common stock.”

    Comment
      3. Please
      discuss the anticipated uses of the proceeds from the issuance to Fusion
      Capital, as required by Item 11(c)(2) of Schedule 14A. Also discuss any other
      reasons for the issuance, as required by Item 11(d).

        Jeffrey
          Riedler

        July
          26,
          2006

        Page
          -
          3

    Response:
      The
      Company cannot determine the amount of proceeds that it will receive under
      the
      Purchase Agreement and, accordingly, cannot predict the amount of proceeds
      to be
      allocated to anticipated use of proceeds. The Company will add the following
      paragraph to the definitive Schedule14A after the second paragraph of the
      disclosure in Proposal No. 4 when it is filed:

    “We
      anticipate applying the proceeds we receive from the Purchase Agreement to
      extend our New Brunswick facility for the production of Ampligen® and Alferon N
      Injection®, Research and Development and for general corporate
      purposes.”

    The
      Company does not have any additional reasons for issuance of the shares pursuant
      to the Purchase Agreement other than to raise funds for the purposes described
      in response to comment no. 3.

    The
      Company acknowledges that: (i) it is responsible for the adequacy and accuracy
      of the disclosure in the filing; (ii) staff comments or changes to disclosure
      in
      response to staff comments do not foreclose the Commission from taking any
      action with respect to the filing; and (iii) the Company may not assert staff
      comments as a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United States.

              Very
                truly yours,

              s/Richard
                Feiner

              Richard
                Feiner

Mail Stop 6010

        July 24, 2006

William A. Carter, M.D.
Chairman and Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103

 Re: Hemispherx Biopharma, Inc.
  Schedule 14A, Amendment 1
  Filed July 21, 2006
  File No. 1-13441

Dear Dr. Carter:

 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Proposal No. 3: Approval of the Proposal to Amend Our Certificate of Incorporation to
Increase the Number of Authorized Shares of Common Stock, page 31

1. Based on the third paragraph of this section, it appears you currently have sufficient authorized shares for your outstanding options, warrants, convertible debentures, and your agreement with Fusion Capital.  Do you have any plans to issue any of the 100,000,000 shares for which you are seeking shareholder approval?  For example, we note that you “most likely will (i) attempt to raise capital through the sale of [your] common stock or securities convertible into or

William A. Carter, M.D.
Hemispherx Biopharma, Inc. July 24, 2006 Page 2
exercisable for common stock: and/or (ii) acquire additional assets.”  We also note from the second paragraph in the discussion of proposal 4 that you may issue some of these shares to Fusion Capital.  Please describe in your discussion of proposal 3 any plans you currently have to issue any of the shares that would be authorized through this proposal.  After discussing all such plans, state that you have no other plans besides the plans that are discussed in your filing.

Proposal No. 4: Approval of the Issuance of Common Stock to Comply with AMEX
Company Guide Section 713, page 32

2. Please state whether there is a possibility that Fusion Capital could obtain control of your company.  For example, does your agreement with Fusion Capital include limitations on Fusion Capital’s share ownership?

3. Please discuss the anticipated uses of the proceeds from the issuance to Fusion Capital, as required by Item 11(c)(2) of Schedule 14A.  Also discuss any other reasons for the issuance, as required by Item 11(d).

* * *

 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with a marked copy of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

William A. Carter, M.D.
Hemispherx Biopharma, Inc. July 24, 2006 Page 3

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                                                  April 11, 2006

Amy C. Bruckner
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

         Re:      Hemispherx Biopharma, Inc.
                  Item 4.02(a) Form 8-K Filed April 3, 2006
                  File No. 001-13441

Dear Ms. Bruckner:

Hemispherx Biopharma, Inc. (the "Company") hereby responds to the comments
contained in your April 3, 2006 comment letter. This letter supercedes our
letter to you dated April 10, 2006. Response numbers correspond to the comment
numbers in your letter.

Item 4.02(a) Form 8-K Filed April 3, 2006

1. The Company will amend its Form 8-K originally filed on April 3, 2006 (the
"8-K") to disclose that March 29, 2006 is the date it was determined that
investors should no longer rely upon the Company's financial statements for the
specified periods. In this regard, we note that, in the 8-K, the Company
disclosed that it had filed a Form 10-K for the fiscal year ended December 31,
2006 without audited financial statements (the "Initial 10-K") and referred to
the Initial 10-K for information on the anticipated restatements. The Initial
10-K discloses the March 29, 2006 date. (see response 2 below for the Company's
anticipated revised disclosure).

2. The Company will revise the 8-K to clarify that it believes that the guidance
set forth within EITF No. 00-27: Application of issue No. 98-5 were not
interpreted correctly, and therefore, not applied correctly as set forth in the
applicable guidance.

The anticipated revised disclosure is as follows:

      "During the preparation of the Company's annual report on Form 10-K for
      the fiscal year ended December 31, 2005, after discussions with the Audit
      Committee

<PAGE>

      and BDO Seidman, LLP, the Company's Independent Registered Public
      Accounting Firm, and after doing additional analysis on guidance set forth
      in EITF 00-27: Application of Issue No. 98-5 to Certain Convertible
      Instruments ("EITF 00-27"), it was determined that the interpretation of
      the accounting guidelines under EITF 00-27 applied to the initial
      recording of our convertible debentures that contained beneficial
      conversion features, the investment banking fees incurred with regard to
      the issuance of the convertible debentures, and the subsequent debenture
      conversion price and related warrant price resets dating back to 2003 was
      not correctly applied. As a result, we are required to restate our
      historical financial statements to account for certain non-cash expenses
      reflected in our interim financial statements from 2003 through 2005, and
      our annual financial statements for the years ended December 31, 2003 and
      2004.

      All of the above issues relate to accounting for convertible debt,
      additional paid-in capital and related non-cash financing charges. These
      non-cash charges do not affect the Company's revenues, cash flows from
      past or future operations, or its liquidity.

      On March 29, 2006, after discussions with the audit committee and BDO
      Seidman, LLP the audit committee agreed with management's recommendations
      and concluded that the previously issued financial statements included in
      the Forms 10-Q and Forms 10-K for the periods ended from March 31, 2003 to
      December 31, 2005, should not be relied upon." (emphasis added)

3. The Company will revise the 8-K to clarify that it intends to amend its Forms
10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30,
2005. The amended Forms 10-Q will include the restated 2004 quarterly and
year-to-date consolidated financial statements.

The anticipated revised disclosure is as follows:

      "The Company has filed its Form 10-K for the year ended December 31, 2005
      (the "Report") without audited financial statements. The anticipated
      restatements of the Company's financial statements for the years ended
      December 31, 2003 and 2004 are contained therein. As audited financial
      statements are not contained in the Report, the Report does not satisfy
      all requirements under the Securities Exchange Act and, therefore, is
      deficient. Based on representations from BDO Seidman, LLP, the Company
      anticipates that it will file an amendment to the Report containing
      audited financial statements within the next 30 days and file it's Forms
      10-Q for the quarters ended March 31, 2005, June 30, 2005 and September
      30, 2005 which will contain restated 2004 quarterly and year-to-date
      financial statements, as soon as practicable thereafter".

4. The Company will revise the 8-K to specify whether it has considered the
adequacy of its previous assertions regarding disclosure controls and
procedures.

<PAGE>

The anticipated additional disclosure is as follows:

      "At the time of their assessments of the effectiveness of the Company's
      controls and procedures at the end of the periods reflected in prior
      reporting periods that now need to be restated, the Company's Chief
      Financial Officer and Chief Executive Officer believed that the Company's
      controls were effective. This includes the Company's interpretation and
      application of EITF No. 00-27 with regard to the original recording of its
      convertible debentures containing embedded conversion features, the
      related valuation of common stock warrants, the investment banking fees
      incurred with regard to the issuance of the convertible debentures, and
      the subsequent conversion and warrant price resets dating back to 2003.
      Although the Company did not rely upon them, the Company notes that
      unqualified audit opinions by its independent registered public accounting
      firm were issued for the years ended December 31, 2003 and 2004.

      In retrospect, it appears that the Company's belief in the adequacy of
      disclosure controls and procedures was not accurate; therefore, the
      Company will, for the quarters in its Quarterly reports on Form 10-Q for
      the periods ended March 31, 2005, June 30, 2005 and September 30, 2005,
      which will also cover the corresponding periods in 2004, amend its
      assertions regarding disclosure controls and procedures to reflect the
      material weaknesses regarding its initial recording of its convertible
      debentures that contained beneficial conversion features, the investment
      banking fees incurred with regard to the issuance of the convertible
      debentures, and the subsequent debenture conversion price and related
      warrant price resets.

      The root of the referenced non-cash restatements above stems from the
      entering into convertible debenture arrangements by the Company for the
      periods from March 2003 through July 2004. The Company has not entered
      into any debenture arrangements thereafter. The Company implemented
      compliance with Section 404 of the Sarbanes Oxley Act of 2002 in the
      fourth quarter 2004 and subsequently concluded that its internal controls
      over financial reporting were effective as of December 31, 2004. Although
      the Company did not rely on them, the Company's independent register
      public accounting firm concurred with the Company's assessment in their
      "Report of Independent Registered Public Accounting Firm on Internal
      Control Over Financial Reporting" issued within the Company's Annual
      Report on Form 10-K for the year ended December 31, 2004. These
      convertible debenture arrangements are inherently complicated and are not
      classified as normal recurring transactions. The Company has taken, and
      plans to take, additional steps to remediate these material weaknesses
      concerning its accounting for the convertible debentures that contained an
      embedded conversion feature, the related valuation of common stock
      warrants, the investment banking fees incurred with regard to the issuance
      of the convertible debentures, and the subsequent conversion and warrant
      price resets, and enhance its disclosure controls over financial
      reporting. In March 2006, the Company increased the time allocated by its
      financial consultant with regards to remediating these disclosed internal
      control weaknesses so that the financial consultant may further assist the
      Company with implementing processes and procedures to enhance its internal
      control framework. The financial consultant, with management, will spend
      additional time monitoring the Company's internal controls on an on-going
      basis. In addition, the Company has subscribed to CCH's "Accounting
      Research Manager," a recognized on-line service in order to maintain
      up-to-date accounting guidance to enhance internal control over both
      financial reporting and disclosure requirements.

<PAGE>

      Although the Company has not concluded its evaluation of material
      weaknesses, the Company believes the material weaknesses are limited to
      the its accounting for convertible securities with beneficial conversion
      features and related warrant issuances and the related financial statement
      close and reporting process."

The Company acknowledges that: (i) it is responsible for the disclosure in the
filing; (ii) staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to
the filing; and (iii) the Company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

                                                     Very truly yours,

                                                     /s/ Robert Peterson
                                                     Robert Peterson,
                                                     Chief Financial Officer

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   April 3, 2006  Mr. William A. Carter, MD Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103

 Re: Hemispherx Biopharma, Inc.
 Item 4.02(a) Form 8 -K filed April 3, 2006
 File No. 001-13441

Dear Dr. Carter:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary. In some of our  comments, we ask you to provide us with
information so we may better  understand your disclosure.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02 (a) Form 8-K filed April 3, 2006

 1. Please revise your disclosure to clearl y state the date on which you determined
that investors should no longer rely u pon your financial statements for the
specified periods.
 2. Please revise your disclosure to clarify whether you “incorrectly  applied” certain
accounting principles with respect to your debentures and warrants issued
between March 2003 and August 2005, or sp ecify the “incorrect accounting
principle” that you applied. If you applied an incorrect accounting principle, then

Dr. William A. Carter
Hemispherx Biopharma, Inc. April 3, 2006 Page 2
 provide us with additional information regarding how you determined that an
alternative principle(s) are more appropriate and specify whether the
circumstances surrounding your restatemen t relate to a change in accounting
principle.
 3. Please revise your disclosure to specif ically clarify which amended Forms 10-Q
you intend to file, that is, whether you w ill file Forms 10-Q for the periods ended
March 31, 2005, June 30, 2005 and September 30, 2005. Your current disclosure implies that you will also amend your Forms 10-Q for those same periods in fiscal
2004.
 4. Please revise your disclosure to spec ify whether you have reconsidered the
adequacy of your previous assertions  regarding disclosure controls and
procedures, specific to all of the appli cable periods affected by your decision to
restate, in light of the material erro rs and issues that you have described.

*    *    *    *

Please revise your filing and provide us  the information requested within 5
business days of the date of this letter or tell us when you will provide a response prior to
the expiration of the 5-day period. Please furn ish a letter with your response that keys
your response to our comments.  Detailed letters greatly faci litate our review.  You should
file the letter on EDGAR under the form t ype label CORRESP.  Pl ease understand that
we may have additional comments after re viewing your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Dr. William A. Carter
Hemispherx Biopharma, Inc. April 3, 2006 Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t