-----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, TmyvLHPOXdw6/2T7bNM/C0zI6JhXkvqEq0UEuLTjcEFeBdaY0TYPis/QpNv1Bsda kma51Fd+5I+kukLSJLXRiw== 0000898432-05-000488.txt : 20050613 0000898432-05-000488.hdr.sgml : 20050611 20050613125409 ACCESSION NUMBER: 0000898432-05-000488 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050429 FILED AS OF DATE: 20050613 DATE AS OF CHANGE: 20050613 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: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18006 FILM NUMBER: 05891800 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 4 1 immune-kimberlin_ex.xml X0202 4 2005-04-29 0 0000817785 IMMUNE RESPONSE CORP IMNR 0000904841 KIMBERLIN KEVIN C/O SPENCER TRASK SECURITIES INC. 535 MADISON AVENUE NEW YORK NY 10022 1 0 1 0 Common Stock 2005-04-29 4 C 0 1006986 1.457 A 8061224 I See Notes 8% Convertible Debenture due 2005 (issued 7/7/2003) 1.457 2005-04-29 4 C 0 1006986 0 D Common Stock 1006986 23434063 I See Notes 8% Convertible Debenture due 2005 (issued 11/12/2002) 1.0305 2005-04-29 4 H 0 4704131 0 D Common Stock 4704131 18729932 I See Notes 8% Convertible Debenture due 2005 (issued 11/15/2002) 1.0328 2005-04-29 4 H 0 193648 0 D Common Stock 193648 18536284 I See Notes 8% Convertible Debenture due 2005 (issued 11/20/2002) 0.9871 2005-04-29 4 H 0 202613 0 D Common Stock 202613 18333671 I See Notes 8% Convertible Debenture due 2005 (issued 11/27/2002) 0.7891 2005-04-29 4 H 0 272462 0 D Common Stock 272462 18061209 I See Notes 8% Convertible Debenture due 2005 (issued 12/10/2002) 1.2789 2005-04-29 4 H 0 217624 0 D Common Stock 217624 17843585 I See Notes 8% Convertible Debenture due 2007 0.70 2005-04-29 4 P 0 5740928 5740928 A 2007-05-31 Common Stock 8201325 26044910 I See Notes Warrant issued 5/3/2002 1.7713 2005-04-29 4 H 0 2822784 0 D Common Stock 2822784 23222160 I See Notes Warrant issued 5/3/2002 0.70 2005-04-29 4 P 0 0 A 2012-05-03 Common Stock 2822784 26044910 I See Notes Warrant issued 11/12/2002 1.2397 2005-04-29 4 H 0 4887883 0 D Common Stock 4887883 21157027 I See Notes Warrant issued 11/12/2002 0.70 2005-04-29 4 P 0 0 A 2012-11-12 Common Stock 4887883 26044910 I See Notes Warrant issued 11/15/2002 1.2426 2005-04-29 4 H 0 201191 0 D Common Stock 201191 25843719 I See Notes Warrant issued 11/15/2002 0.70 2005-04-29 4 P 0 0 A 2012-11-15 Common Stock 201191 26044910 I See Notes Warrant issued 11/20/2002 1.1855 2005-04-29 4 H 0 210881 0 D Common Stock 210881 25834029 I See Notes Warrant issued 11/20/2002 0.70 2005-04-29 4 P 0 0 A 2012-11-20 Common Stock 210881 26044910 I See Notes Warrant issued 11/27/2002 0.9379 2005-04-29 4 H 0 286544 0 D Common Stock 286544 25758366 I See Notes Warrant issued 11/27/2002 0.70 2005-04-29 4 P 0 0 A 2012-11-27 Common Stock 286544 26044910 I See Notes Warrant issued 12/10/2002 1.5502 2005-04-29 4 H 0 224422 0 D Common Stock 224422 25820488 I See Notes Warrant issued 12/10/2002 0.70 2005-04-29 4 P 0 0 A 2012-12-10 Common Stock 224422 26044910 I See Notes On April 29, 2005, Cheshire Associates LLC ("Cheshire"), a related party of the reporting person, converted the $1,467,178 principal amount of the 8% Convertible Secured Promissory Note, dated July 7, 2003, issued by the Issuer to Cheshire (which note is a successor to a note issued on May 3, 2002) into 1,006,986 shares of the Issuer's common stock. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $4,847,608 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 12, 2002. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 15, 2002. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 20, 2002. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $215,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 27, 2002. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $278,320 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on December 10, 2002. On April 29, 2005, Cheshire entered into a Note Exchange Agreement with the Issuer whereby Cheshire, in exchange for the issuance of a $5,740,928 8% 2007 Mortgage Note, agreed to the cancellation of the following promissory notes: (i) the $4,847,608 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 12, 2002; (ii) the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 15, 2002; (iii) the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 20, 2002; (iv) the $215,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 27, 2002; and (v) the $278,320 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on December 10, 2002. The 2007 Mortgage Note is initially convertible into 8,201,325 shares of the Issuer's common stock. On April 29, 2005, Cheshire entered into a Note Exchange Agreement with the Issuer pursuant to which the respective exercise prices for each of the warrants issued on May 3, 2002, November 12, 2002, November 15, 2002, November 20, 2002, November 27, 2002 and December 10, 2002 (collectively, the "Warrants") were reduced to $0.70 per share of common stock; however, the number of shares of common stock for which the Warrants are exercisable was not increased as a result of these adjustments to the exercise price. The Warrants previously had a weighted average exercise price of $1.41 per share. The Warrants are currently exercisable for an aggregate of 8,633,705 shares of the Issuer's common stock. This number includes the number of shares of the Issuer's common stock underlying options, a convertible note and warrants held by the reporting person or related parties of the reporting person, including 102,857 shares of common stock underlying the Class B warrants held by Spencer Trask Illumination Fund LLC (the "Fund"). The reporting person is the 100% owner of the entity that is a 100% ower of the manager of the Fund. The reporting person disclaims beneficial ownership of the 102,857 shares of the Issuer's common stock underlying the Class B warrants held by the Fund, except to the extent of the reporting person's pecuniary interest therein. In filing this Form 4 and reporting the information contained herein, the undersigned is not admitting to or conceding beneficial ownership of the 102,857 shares of the Issuer's common stock pursuant to Sections 13(d) or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder. The reporting person is filing this Form 4 because the transactions reported above in notes (1) through (8) above may be deemed acquisitions for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, although such transactions were exempt from Section 16(b) thereof pursuant to Rule 16b-3 thereunder. This number includes the number of shares of the Issuer's common stock underlying the Series A Convertible Preferred Stock. Each share of Series A Preferred Stock was initially convertible into four shares of the Company's common stock. The Series A Preferred Stock conversion ratio adjusts quarterly over a three-year period commencing on July 7, 2004, up to a maximum of 12 shares of common stock, and also adjusts due to anti-dilution protection. The Series A Preferred Stock conversion ratio as of Aprl 29, 2005 was eight. Each share of Series A Convertible Preferred Stock votes together with the common stock and is entitled to a number of votes equal to 75% of the number of shares into which the Series A Convertible Preferred Stock was initially convertible. Cancelled. N/A. Immediately. /s/ Kevin B. Kimberlin 2005-06-10 -----END PRIVACY-ENHANCED MESSAGE-----