SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THEOFAN GEORGIA

(Last)

(First)

(Middle)

5931 DARWIN COURT

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNE RESPONSE CORP [ IMNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Clinical Development

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Convertible Note	$0.02	03/07/2006		A		50,000⁽¹⁾		⁽²⁾	⁽³⁾	Common Stock	2,500,000⁽⁴⁾	⁽⁵⁾	50,000⁽¹⁾	D
Common Stock Warrants	$0.02	03/07/2006		A		7,500,000		⁽⁶⁾	⁽⁶⁾	Common Stock	7,500,000	⁽⁵⁾	7,500,000	D

Explanation of Responses:

1. Number represents principal amount of 8% senior secured convertible note in dollars.

2. 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.

3. The notes mature on January 1, 2008.

4. 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.

5. 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).

6. 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	03/09/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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