8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 18, 2007

Orchestra Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-18006	33-0255679
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5931 Darwin Court,
Carlsbad, California		92008
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (760) 431-7080

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:

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

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

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

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

TABLE OF CONTENTS

	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 3.1.4
EXHIBIT 99.1

FORM 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Certificate of Incorporation of Orchestra Therapeutics, Inc. (the “Company”) authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The Certificate of Incorporation further authorizes the Board of Directors to provide for the issuance of shares of preferred stock in series and to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders.

On June 20, 2007, the Company designated a series of Preferred Stock known as the “Series V Preferred Stock” by filing a Certificate of Designations of Preferred Stock of the Company (the “Certificate of Designations”) with the Secretary of State of the State of Delaware. The number of shares constituting such Series V Preferred Stock was designated to be 25 shares, par value $0.001 per share. Pursuant to the Certificate of Designations, the principal rights, preferences, powers, limitations and restrictions of the Series V Preferred Stock are as follows:

Holders of Series V Preferred Stock are not entitled to any dividends. Each share of Series V Preferred Stock will be automatically converted on September 15, 2007, without payment of additional consideration, into one share of the Company’s common stock. Holders of Series V Preferred Stock shall be entitled to vote, together with holders of common stock as a single class, on all matters upon which stockholders of the Company are entitled to vote, with each share of Series V Preferred Stock having 100,000 votes. The Series A Preferred Stock shall rank senior to the common stock. In the event of any liquidation, dissolution or winding up of the Company, the holders of Series V Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock of the Company, should there be any, by reason of their ownership thereof, an amount per share equal to $1.00 per each share of Series V Preferred Stock owned by such stockholders.

For all the terms of the Certificate of Designations, reference is hereby made to such certificate annexed hereto as Exhibit 3.1.4. All statements made herein concerning such certificate are qualified by references to said exhibit.

Item 8.01 Other Events.

On July 18, 2007, the Company issued a press release describing actions it has taken to discontinue its HIV vaccine development program. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
3.1.4	Certificate of Designations of Preferred Stock of Orchestra Therapeutics, Inc. filed with the Secretary of State of the State of Delaware on July 20, 2007.
99.1	Press Release dated July 18, 2007 issued by Orchestra Therapeutics, Inc.

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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.

	Orchestra Therapeutics, Inc.
July 23, 2007	By:	/s/ Michael K. Green
		Name:	Michael K. Green
		Title:	Chief Operating Officer and Chief Financial Officer

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EXHIBIT LIST

Exhibit
Number	Description
3.1.4	Certificate of Designations of Preferred Stock of Orchestra Therapeutics, Inc. filed with the Secretary of State of the State of Delaware on July 20, 2007.
99.1	Press Release dated July 18, 2007 issued by Orchestra Therapeutics, Inc.

EX-3.1.4

Exhibit 3.1.4

CERTIFICATE OF DESIGNATIONS

OF
PREFERRED STOCK
OF
ORCHESTRA THERAPEUTICS, INC.

To Be Designated
Series V Preferred Stock

Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware

     The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors of Orchestra Therapeutics, Inc., a Delaware corporation (the “Corporation”), at a meeting duly convened and held, at which a quorum was present and acting throughout:

     “RESOLVED, that pursuant to the authority conferred on the Board of Directors of the Corporation by the Corporation’s Certificate of Incorporation, the issuance of a series of preferred stock, par value $0.001 per share, of the Corporation which shall consist of 25 shares of preferred stock be, and the same hereby is, authorized; and the Chief Operating Officer, Chief Financial Officer and Secretary of the Corporation be, and they hereby are, authorized and directed to execute and file with the Secretary of State of the State of Delaware a Certificate of Designations of Preferred Stock of the Corporation fixing the designations, powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof (in addition to the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Corporation’s preferred stock), as follows:

     1. Number of Shares; Designation. A total of 25 shares of preferred stock, par value $0.001 per share, of the Corporation are hereby designated as Series V Preferred Stock (the “Series”).

     2. Dividends. The shares of the Series shall not be entitled to any dividends.

     3. Liquidation. (a) The liquidation value per share of shares of the Series, in case of the voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, shall be $1.00.

     (b) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of shares of the Series shall be entitled to receive the liquidation value of such shares held by them in preference to and in priority over any distributions upon the Common Stock. Upon payment in full of the liquidation value to which the holders of shares of the Series are entitled, the holders of shares of the Series will not be entitled to any further participation in any distribution of assets by the Corporation.

     4. Conversion. Each one share of the Series shall automatically be converted into one fully paid and nonassessable share of Common Stock on September 15, 2007.

     5. Super Voting Rights. Except as provided by law, the shares of the Series shall have the same right to vote or act on all matters on which the holders of Common Stock have the right to vote or act and the holders of shares of the Series shall be entitled to notice of any stockholders’ meeting or action as to such matters on the same basis as the holders of Common Stock, and the holders of Common Stock and shares of the Series shall vote together or act together thereon as if a single class on all such matters; provided, in such voting or action each one share of the Series shall be entitled to 100,000 votes.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed on its behalf by its Chief Operating Officer, Chief Financial Officer and Secretary this 16th day of July, 2007.

/s/ MICHAEL GREEN          
Michael Green
Chief Operating Officer, Chief Financial Officer & Secretary

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ORCHESTRA THERAPEUTICS DISCONTINUES ITS HIV VACCINE DEVELOPMENT PROGRAM.

Carlsbad, CA — July 18, 2007 — Orchestra Therapeutics, Inc. (OTCBB: OCHT) announced today the discontinuation of its HIV Vaccine Development Program. Analysis of data from 70 patients who completed a 52 weeks clinical trial in Europe and Canada did not show a clear advantage of Orchestra Therapeutics’ second generation HIV vaccine, IR103, over its original whole-killed HIV vaccine, Remune^®. Furthermore, although interim analysis of patients in this trial at 36 weeks suggested a trend toward stabilization of CD4+ counts in HAART naïve patients vaccinated with Remune^® or IR103, this trend was not observed at week 52.

“While recognizing that the sample size is too small to achieve statistical significance, these results are, nonetheless, less than we had expected” said Joseph F. O’Neill, MD MPH President and CEO of Orchestra Therapeutics. “We are deeply appreciative of the support that our investors, clinical researchers, and patients have given to development of this approach to an HIV vaccine and know that knowledge gained through our efforts will contribute to the eventual discovery of an immune therapy for HIV/AIDS. Our company, however, does not have the resources to move this program forward at this time.”

Dr. O’Neill also announced that Orchestra has contracted with PharmaBioSource Realty, LLC to act as a broker to sell its HIV vaccine production facility located in King of Prussia, Pennsylvania. “Selling the assets of this facility will bring new capital into the company, help us to further reduce our burn rate, and thereby strengthen Orchestra’s potential to emerge as the world’s leading autoimmune immunotherapy company in the months and years ahead”.

Orchestra Therapeutics is exploring a number of strategic options for disposition of its other HIV assets. These include sale or donation of its HIV related intellectual property to an entity interested in pursuit of whole killed HIV vaccine technology. Dr. Peter Salk, a member of Orchestra’s HIV Scientific Advisory Committee, commented that “The rationale for investigation of a whole killed virus approach to an HIV/AIDS vaccine remains strong. I trust that the effort that Orchestra Therapeutics has made will stimulate other researchers’ interest and effort in this field. The HIV/AIDS epidemic is far too devastating to leave any stone unturned in the quest for an effective vaccine.”

About Orchestra Therapeutics

Orchestra Therapeutics, Inc., formerly The Immune Response Corporation (OTCBB: OCHT, formerly IMRP), is an immuno-pharmaceutical company focused on the discovery and development of novel treatments for autoimmune diseases. The Company’s lead immune-based therapeutic product candidate is NeuroVax™ for the treatment of MS. In addition to MS, the Company has proprietary technology and prior clinical experience for evaluation of TCR peptide-based immune therapies for RA and psoriasis.

The targeted strategy behind the Company’s immune-based therapies is reflected in the name Orchestra. Rather than disrupting the function of the entire immune system, these therapeutic vaccines are designed to elicit a very specific response — akin to correcting one instrument in an orchestra that is out of tune — to help control disease.

This news release contains forward-looking statements. Forward-looking statements are often signaled by forms of words such as should, could, will, might, plan, projection, forecast, expect, guidance, potential and developing. Actual results could vary materially from those expected due to a variety of risk factors, including whether the Company will continue as a going concern and successfully raise proceeds from financing activities sufficient to fund operations and clinical trials of NeuroVax™, the uncertainty of successful completion of any such clinical trials, the fact that the Company has not succeeded in commercializing any drug, the risk that NeuroVax™ might not prove to be effective as a therapeutic vaccine, whether future trials will be conducted and whether the results of such trials will coincide with the results of NeuroVax™ in preclinical trials and/or earlier clinical trials. A more extensive set of risks is set forth in Orchestra Therapeutics’ SEC filings including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2006, and its subsequent Quarterly Report filed on Form 10-Q. The Company undertakes no obligation to update the results of these forward-looking statements to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.

NeuroVax™ is a trademark of Orchestra Therapeutics, Inc. Remune^® is a registered trademark of Orchestra Therapeutics, Inc.

MEDIA CONTACT:	INVESTOR CONTACT:	COMPANY CONTACT:
Rachel Kessler	Robert Giordano	Michael K. Green, COO
Chamberlain Communications Group	ROI Associates	Orchestra Therapeutics, Inc.
(212) 389-9155	(212) 495-0201	(760) 431-7080
rkessler@chamberlainpr.com	rgiordano@roiny.com	info@orchestratherapeutics.com

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