-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JGzXOQF2gjSAnmPmPzPTBSzVIoM125C1euu2z2iCYmm6w3tqxqHK6qHOzte60Ywo 9PAL3WNLeGvAhJUuRM8/lg== 0001294002-06-000006.txt : 20060309 0001294002-06-000006.hdr.sgml : 20060309 20060309151934 ACCESSION NUMBER: 0001294002-06-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060307 FILED AS OF DATE: 20060309 DATE AS OF CHANGE: 20060309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNE RESPONSE CORP CENTRAL INDEX KEY: 0000817785 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330255679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5931 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604317080 MAIL ADDRESS: STREET 1: 5931 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THEOFAN GEORGIA CENTRAL INDEX KEY: 0001280158 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18006 FILM NUMBER: 06676002 MAIL ADDRESS: STREET 1: 5931 DARWIN CT CITY: CARLSBAD STATE: CA ZIP: 92008 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2006-03-07 0 0000817785 IMMUNE RESPONSE CORP IMNR 0001280158 THEOFAN GEORGIA 5931 DARWIN COURT CARLSBAD CA 92008 0 1 0 0 VP, Clinical Development 8% Convertible Note 0.02 2006-03-07 4 A 0 50000 A Common Stock 2500000 50000 D Common Stock Warrants 0.02 2006-03-07 4 A 0 7500000 A Common Stock 7500000 7500000 D Number represents principal amount of 8% senior secured convertible note in dollars. Promissory note is convertible into common stock at any time at the option of the holder after the Company has increased its authorized shares of common stock to a number that will allow for such conversion (the "Capital Increase") and is convertible at the option of the Company commencing six months from the issuance of the notes, subject to the satisfaction of certain conditions, including the effectiveness of the Capital Increase, the effectiveness of a resale registration statement and satisfaction of certain minimum price and liquidity requirements for the Company's common stock. The notes mature on January 1, 2008. Represents the number of shares issuable upon conversion of the principal amount of the note. Accrued interest may be converted into common stock as well. The promissory notes and warrants were issued as part of the Company's sale of Units, with each whole Unit comprising a $100,000 8% senior secured convertible promissory note and a warrant to purchase 15,000,000 shares of common stock at a price of $0.02 per share. Each whole Unit was sold for $100,000 and fractional units were sold for a ratable price (e.g., one-quarter of a Unit for $25,000). Warrants will become exercisable in two equal tranches. The first tranche becomes exercisable on the day following the effectiveness of the Capital Increase. The warrant will expire with respect to the first tranche on the later of May 31, 2006 or 45 days after the effectiveness of a resale registration statement covering the underlying warrant shares (earlier in the event of an extraordinary corporate transaction). The warrant will then become exercisable with respect to the second tranche 70 days after the first tranche expires and will remain exercisable for a period of 45 days. By: Michael K Green For: Georgia Theofan 2006-03-09 -----END PRIVACY-ENHANCED MESSAGE-----