Exhibit
10.1


 


 


May
31, 2017


 


[___________________]


[___________________]


[___________________]


[___________________]


 


	 	Re:	Reset
    Offer of Common Stock Purchase Warrants


 


To
Whom It May Concern:


 


We
are pleased to offer to you the opportunity to reprice the exercise of all of the Common Stock Purchase Warrants originally issued
to you on September 6, 2016 (the “September Warrants”) and currently held by you (“Holder”).
The September Warrants, and the shares underlying the September Warrants (“Warrant Shares”) have been registered
for sale pursuant to a registration statement on Form S-1 (File No. 333-217671) (the “Registration Statement”).
The Registration Statement is currently effective and, upon exercise of the September Warrants pursuant to this letter agreement,
will be effective for the issuance of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Securities Purchase Agreement, dated as of August 30, 2016, by and among the Company and the signatories thereto
(the “Purchase Agreement”).


 


In
consideration for exercising the September Warrants held by you (the “Warrant Exercise”) as set forth on the
signature page hereto, the Company hereby offers you a reduced exercise price of the September Warrants to $0.50. Additionally,
in consideration therefore, the Company shall:


 


(a)Issue
to you or your designee a Series A Common Stock Purchase Warrant (“Series A Warrant”) pursuant to Section 4(a)(2)
of the Securities Act of 1933 (“Securities Act”) to purchase up to a number of shares of Common Stock equal
to 100% of the number of Warrant Shares issued pursuant to the undersigned’s exercise hereunder, with an exercise price
equal to $0.60, subject to adjustment therein, which Series A Warrant shall be in the form attached hereto as Exhibit A,
shall be exercisable following the six month anniversary of the date of issuance until March 6, 2022; and


 


(b)Issue
to you or your designee a Series B Common Stock Purchase Warrant (“Series B Warrant”) pursuant to Section 4(a)(2)
of the Securities Act to purchase up to a number of shares of Common Stock equal to 320% of the number of Warrant Shares issued
pursuant to the undersigned’s exercise hereunder, with an exercise price equal to $0.60, subject to adjustment therein,
which Series B Warrant shall be in the form attached hereto as Exhibit B, shall be exercisable following the six month
anniversary of the date of issuance and have a term of exercise equal to nine month from the date of issuance.


 


Expressly
subject to the paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter below,
with such acceptance constituting Holder's exercise 100% of the September Warrants held by the Holder for an aggregate exercise
price as set forth on the Holder’s signature page hereto (the "Warrants Exercise Price") on or before 7:30
a.m. EST on June 1, 2017 (subject to the ability of the Holder to exercise the September Warrants from time
to time so that it remains below the Beneficial Ownership Limitation).


 


Additionally,
the parties hereby agree to their respective representations, warranties and covenants set forth on Annex A attached hereto.


 


	Corporate
    Headquarters	 	 	 
	One
    Penn Center, 1617 JFK Blvd, Philadelphia, PA 19103	www.hemispherx.net	t:
    215-988-0080	f:
    215-988-1739
	 	 	 	 
	Manufacturing	 	 	 
	783
    Jersey Avenue, New Brunswick, NJ 08901	 	t:
    732-249-3250	f:
    732-249-6895


 




    	 



    	 



    

 


From
the date hereof until forty-five (45) calendar days after the date hereof neither the Company nor any Subsidiary shall issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock
Equivalents. Notwithstanding the foregoing, this provision shall not apply in respect of an Exempt Issuance (as defined in the
Purchase Agreement except that subsection (b) shall be as of the date hereof and any issuance of restricted common stock purchase
warrants exercisable for up to 250,000 shares of Common Stock issued in conjunction with a sale and lease back of the Company’s
facilities shall also be an Exempt Issuance, provided such warrants are non-exercisable for a minimum of the first nine months
from the date hereof, have a strike price of $0.60 or greater and not containing any reset or anti-dilution provisions that would
lower the strike price (other than in connection with forward and reverse stock splits).


 


If
this offer is accepted and the transaction documents are executed on or before 7:30 a.m. on June 1, 2017, then on or before
9:30 a.m. Eastern Time on June 1, 2017, the Company shall file a Current Report on Form 8-K with the Commission. From and after
such filing, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered
to it by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. The Company
shall also file a prospectus supplement to the Registration Statement registering the exercise of the September Warrants and resale
of the Warrant Shares and disclosing the terms of this offer and the reduced exercise price of the September Warrants on or before
June 2, 2017. The Company represents, warrants and covenants that, upon acceptance of this offer, the shares underlying the September
Warrants shall be issued free of any legends or restrictions on resale by Holder and all of the Warrant Shares shall be delivered
electronically through the Depository Trust Company within 1 business day of the date the Company receives the Warrants Exercise
Price (or, with respect to shares in that would otherwise be in excess of the Beneficial Ownership Limitation, within 2 business
days of the date the Company is notified by Holder that its ownership is less than the Beneficial Ownership Limitation). The Company
shall deliver copies of the Series A Warrants registered in the name of the Holder to purchase up to _____shares of Common Stock
a Series B Warrants registered in the name of the Holder to purchase up to _____shares of Common Stock on the date hereof and
originals within two business days following payment of the Warrant Exercise Price. The terms of the September Warrants, including
but not limited to the obligations to deliver the Warrant Shares, shall otherwise remain in effect as if the acceptance of this
offer were a formal Notice of Exercise (including but not limited to any liquidated damages and compensation in the event of late
delivery of the Warrant Shares).


 


To
accept this offer, Holder must counter execute this letter agreement and return the fully executed agreement to the Company at
e-mail: Adam Pascale at Adam@Hemispherx.net and Alan Goldfuss at alan.goldfuss@hemispherx.net, with a copy to placements@hcwco.com
on or before 7:30 a.m. ET on June 1, 2017.


 


Please
do not hesitate to call me if you have any questions.


 


	 	Sincerely
    yours,
	 	 

        HEMISPHERX
        BIOPHARMA, INC.

	 	 	 
	 	By:	
	 	Name:	Thomas
    K. Equels
	 	Title:	Chief
    Executive Officer





 


	Corporate
    Headquarters	 	 	 
	One
    Penn Center, 1617 JFK Blvd, Philadelphia, PA 19103	www.hemispherx.net	t:
    215-988-0080	f:
    215-988-1739
	 	 	 	 
	Manufacturing	 	 	 
	783
    Jersey Avenue, New Brunswick, NJ 08901	 	t:
    732-249-3250	f:
    732-249-6895


 




    	 



    	 



    

 


Accepted
and Agreed to:


 


Name
of Holder: __________________________________________________________


 


Signature
of Authorized Signatory of Holder: ____________________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Common
Stock Purchase Warrants being exercised:


 


Aggregate
Holder Exercise Price: $


 


Series
A Warrant Shares:


 


Series
B Warrant Shares:


 


DTC
Instructions:


 


Company
Wire Instructions:


 


	Corporate
    Headquarters	 	 	 
	One
    Penn Center, 1617 JFK Blvd, Philadelphia, PA 19103	www.hemispherx.net	t:
    215-988-0080	f:
    215-988-1739
	 	 	 	 
	Manufacturing	 	 	 
	783
    Jersey Avenue, New Brunswick, NJ 08901	 	t:
    732-249-3250	f:
    732-249-6895


 







    	 



    	 



    

 


Annex
A


 


Representations,
Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the undersigned:


 


(a)      Affirmation
of Prior Representations, Warranties and Covenants. The Company hereby represents and warrants to the undersigned that the
Company’s representations and warranties as set forth in Section 3.1 and as set forth covenants listed in Article IV of
the Securities Purchase Agreement, dated as of August 30, 2016 (the “Purchase Agreement”), together with any
updates in the Company’s SEC Reports subsequent to the Purchase Agreement, are true and correct as of the date hereof and
have been fully performed as of the date hereof. Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Purchase Agreement.


 


(b)
      Authorization; Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action
is required by the Company, its board of directors or its stockholders in connection therewith. This letter agreement has been
duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(c)      Capitalization.
As of May 31, 2017, the Company has 26,589,092 shares of common stock issued and outstanding.


 


(d)      No
Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company
of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any
Lien upon any of the properties or assets of the Company in connection with, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt
or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such Company is a
party or by which any property or asset of the Company is bound or affected; or (iii) subject to the Required Approvals (as defined
in the Purchase Agreement), conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state
securities laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of
each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect (as defined
in the Purchase Agreement).


 


(e)      NYSE
MKT. The transactions contemplated under this letter agreement comply with all rules and regulations of NYSE MKT.


 


(f)      Equal
Consideration. Except as set forth in this letter agreement, no consideration has been offered or paid to any person to amend
or consent to a waiver, modification, forbearance or otherwise of any provision of any of the Purchase Agreement, September Warrants
or other Transaction Documents.


 


	Corporate
    Headquarters	 	 	 
	One
    Penn Center, 1617 JFK Blvd, Philadelphia, PA 19103	www.hemispherx.net	t:
    215-988-0080	f:
    215-988-1739
	 	 	 	 
	Manufacturing	 	 	 
	783
    Jersey Avenue, New Brunswick, NJ 08901	 	t:
    732-249-3250	f:
    732-249-6895