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): December 18, 2006

The Immune Response Corporation

(Exact name of registrant as specified in its charter)

000-18006

(Commission File Number)

Delaware	33-0255679
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

5931 Darwin Court, Carlsbad, California 92008

(Address of principal executive offices, with zip code)

(760) 431-7080

(Registrant’s telephone number, including area code)

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))

Item 3.02. Unregistered Sales of Equity Securities.

As previously reported, in March 2006 we closed a private placement of secured convertible notes and warrants to accredited investors. The notes had an aggregate original principal amount of $8,000,000. The conversion price of the notes is $0.02 per share. The noteholders also received a total of 1,200,000,000 warrants to purchase our common stock at $0.02 per share. The warrants are divided into two 600,000,000 share tranches. The unexercised warrants from the first tranche expired on August 7, 2006. The second tranche of warrants became exercisable on October 16, 2006 and will expire on March 1, 2007 unless they are exercised by that date.

On December 18 and 19, 2006, two noteholders converted $125,000 of outstanding principal balance plus accrued interest of $7,950 into 6,647,501 shares of common stock pursuant to the terms of the notes at $0.02 per share.

The 6,647,501 note conversion shares were issued to the accredited investor noteholders pursuant to the Securities Act Section 3(a)(9) registration exemption.

After the December 18 and 19, 2006 note conversions, the aggregate outstanding principal balance of the notes is $5,530,000.

Item 3.03. Material Modification to Rights of Security Holders.

On December 20, 2006, we effected a 1-for-100 reverse stock split of our common stock, via an amendment of our certificate of incorporation.

Corresponding adjustments were made to the exercise and conversion prices of all of our exercisable and convertible securities, and to the number of common shares issuable upon exercise/conversion thereof.

As part of the reverse stock split, we also reduced our authorized number of common shares 100-fold, from 3.5 billion to 35 million.

Our common stock is now trading under the symbol “IMRP” effective December 20, 2006 as a result of the one-for-100 reverse stock split. Also effective on December 20, 2006, our publicly traded “Class B” warrants will trade under the symbol “IMRPZ.”

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1.2 Certificate of Amendment of Certificate of Incorporation, filed December 19, 2006.

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.

	The Immune Response Corporation
December 20, 2006	By:	/s/ Michael K. Green
	Name:	Michael K. Green
	Title:	Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1.2	Certificate of Amendment of Certificate of Incorporation, filed December 19, 2006.

EX-3.1.2

Exhibit 3.1.2

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF THE IMMUNE RESPONSE CORPORATION

(Pursuant to Section 242 of the

Delaware General Corporation Law)

The Immune Response Corporation (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, does hereby certify:

FIRST: That the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation and its stockholders to effect a combination/reverse stock split (the “Reverse Split”) of the Corporation’s issued and outstanding Common Stock at a ratio of 1:100. To this end, the Board of Directors has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation to effect the Reverse Split; and (ii) declaring such amendment to be advisable for the Corporation and its stockholders; and (iii) further declaring such amendment to be within the discretion granted to the Board of Directors by the stockholders.

SECOND: That the stockholders of the Corporation have authorized and approved the Reverse Split.

THIRD: That the amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

FIFTH: That upon the effective time of this Certificate of Amendment of Certificate of Incorporation, section (A) of Article IV of the Certificate of Incorporation shall be amended such that, as amended, said section shall read in its entirety as follows:

“(A) The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Forty-Five Million (45,000,000) of which Thirty-Five Million (35,000,000) shares of the par value of One-Fourth of One Cent ($.0025) each shall be Common Stock (the “Common Stock”) and Ten Million (10,000,000) shares of the par value of One-Tenth of One Cent ($.001) each shall be Preferred Stock (the “Preferred Stock”). Upon the effective time of this amendment of this Article IV (the “Effective Time”), each 100 shares of the Common Stock, par value $0.0025 per share, of the Corporation issued and outstanding or held in treasury shall be combined into, reclassified as and changed into 1 share of Common Stock, par value $0.0025 per share, of the Corporation, without any action by the holders thereof. In lieu of any fractional shares to which a holder of shares of Common Stock of the Corporation would be otherwise entitled, the Corporation shall pay in cash an amount equal to such fractional interest multiplied by the sale price of the Common Stock as last reported on the OTC Bulletin Board on the day immediately before the Effective Time.”

SIXTH: Pursuant to Section 103(d) of the Delaware General Corporation Law, the effective time of the amendment herein certified shall be December 20, 2006, at 12:01 a.m. EST.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Restated Certificate of Incorporation to be executed by Joseph F. O’Neill, its President and Chief Executive Officer, this 19th day of December, 2006.

THE IMMUNE RESPONSE CORPORATION
By:	/s/ Joseph F. O’Neill
Joseph F. O’Neill
President and Chief Executive Officer