HEB Hemispherx Biopharma Inc New

Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2019, we entered into a Note Purchase Agreement (the “Purchase Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which we issued a Secured Promissory Note (the “Note”) to the Lender. The Note has an original principal amount of $2,175,625, bears interest at a rate of 10% per annum and will mature in 24 months, unless earlier paid in accordance with its terms. If we were to prepay all or any portion of the amount owed with in the first 12 months, the outstanding balance would be reduced by an amount equal to the amount we prepay divided by 80%. By way of example, if we were to prepay $100,000, we will receive a $125,000 reduction of the outstanding balance. We received proceeds of $1,650,000 after an original issue discount and payment of Lender’s legal fees. Pursuant to a Security Agreement between us and the Lender (the “Security Agreement”), repayment of the Note is secured by substantially all of our assets other than its intellectual property.

We utilized $1,610,013 of the net proceeds from the Note to pay off in full our obligation to Iliad Research and Trading, L.P. pursuant to the Secured Convertible Promissory Note dated September 28, 2018 issued by us in favor of Iliad.

We have filed herewith as Exhibits 10.1, 10.2 and 10.3, the Purchase Agreement, Note and Security Agreement, which are incorporated herein by reference, and the foregoing descriptions of the Purchase Agreement, Note and Security Agreement are qualified in their entirety by reference thereto.