-----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, CaUHXAOEENP6GiTVWw+uge6ebOGKP1cAFVk3VZtOPy73BPVM5twau+NhwnwU3N/W wXFpMIkqHJrdIrbEPVIWwA== 0000898432-06-000298.txt : 20060309 0000898432-06-000298.hdr.sgml : 20060309 20060309211242 ACCESSION NUMBER: 0000898432-06-000298 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060208 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: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18006 FILM NUMBER: 06677408 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 kimberlin-form4_ex.xml X0202 4 2006-02-08 0 0000817785 IMMUNE RESPONSE CORP IMNR.OB 0000904841 KIMBERLIN KEVIN C/O SPENCER TRASK VENTURES, INC. 535 MADISON AVENUE NEW YORK NY 10022 1 0 1 0 Common Stock 2006-02-08 4 C 0 53425204 0.02 A 0 I See footnote 8% Convertible Mortgage Note 0.70 2006-02-08 4 J 0 5740928 0 D 2007-05-31 Common Stock 8201326 0 I See Footnote 8% Convertible Mortgage Note 0.02 2006-02-08 4 J 0 5740928 0 A 2009-01-01 Common Stock 287046400 287046400 I See Footnote 8% Convertible Mortgage Note 0.02 2006-02-08 4 C 0 1005683 0 D 2009-01-01 Common Stock 53425204 236762250 I See Footnote Warrant Issued November 9, 2001 4.0651 2006-02-08 4 J 0 614990 0 D 2011-11-09 Common Stock 614990 0 I See Footnote Warrant Issued November 9, 2001 1.2561 2006-02-08 4 J 0 1990284 0 A 2011-11-09 Common Stock 1990284 1990284 I See Footnote Warrant Issued February 14, 2002 3.0408 2006-02-08 4 J 0 584640 0 D 2012-02-14 Common Stock 584640 0 I See Footnote Warrant Issued February 14, 2002 0.9407 2006-02-08 4 J 0 1889840 0 A 2012-02-14 Common Stock 1889840 1889840 I See Footnote Warrant Issued May 3, 2002 0.70 2006-02-08 4 J 0 2822784 0 D 2012-05-03 Common Stock 2822784 0 I See Footnote Warrant Issued May 3, 2002 0.2199 2006-02-08 4 J 0 8985669 0 A 2012-05-03 Common Stock 8985669 8985669 I See Footnote Warrant Issued November 12, 2002 0.70 2006-02-08 4 J 0 4887883 0 D 2012-11-12 Common Stock 4887883 0 I See Footnote Warrant Issued November 12, 2002 0.2199 2006-02-08 4 J 0 15559427 0 A 2012-11-12 Common Stock 15559427 15559427 I See Footnote Warrant Issued November 15, 2002 0.70 2006-02-08 4 J 0 201191 0 D 2012-11-12 Common Stock 201191 0 I See Footnote Warrant Issued November 15, 2002 0.2199 2006-02-08 4 J 0 640444 0 A 2012-11-12 Common Stock 640444 640444 I See Footnote Warrant Issued November 20, 2002 0.70 2006-02-08 4 J 0 210881 0 D 2012-11-12 Common Stock 210881 0 I See Footnote Warrant Issued November 20, 2002 0.2199 2006-02-08 4 J 0 671290 0 A 2012-11-12 Common Stock 671290 671290 I See Footnote Warrant Issued November 27, 2002 0.70 2006-02-08 4 J 0 286544 0 D 2012-11-12 Common Stock 286544 0 I See Footnote Warrant Issued November 27, 2002 0.2199 2006-02-08 4 J 0 912145 0 A 2012-11-12 Common Stock 912145 912145 I See Footnote Warrant Issued December 10, 2002 0.70 2006-02-08 4 J 0 224422 0 D 2012-12-10 Common Stock 224422 0 I See Footnote Warrant Issued December 10, 2002 0.2199 2006-02-08 4 J 0 714394 0 A 2012-12-10 Common Stock 714394 714394 I See Footnote Warrant Issued August 4, 2005 0.78 2006-02-08 4 J 0 114000 0 D 2010-08-04 Common Stock 114000 0 I See Footnote Warrant Issued August 4, 2005 0.2446 2006-02-08 4 J 0 363532 0 A 2010-08-04 Common Stock 363532 363532 I See Footnote On February 8, 2006: (a) the Issuer and Cheshire Associates, LLC ("Cheshire"), a related party of the Reporting Person, amended a mortgage secured note (the "Mortgage Note") held by Cheshire to (i) extend the maturity date of the Mortgage Note from May 31, 2007 to January 1, 2009 and (ii) reduce the conversion price of the Mortgage Note from $0.70 per share to $0.02 per share, which increased the number of shares of Common Stock underlying the then-current $5,740,928 principal amount of the Mortgage Note to approximately 287,046,400 shares; and (b) Cheshire converted $1,005,683 of principal of and $62,821 of accrued interest under the Mortgage Note into 53,425,204 shares of Common Stock at the revised conversion price of $0.02 per share. On February 15, 2006, Cheshire further agreed to convert a total of an additional $1,700,000 of principal and accrued interest of such Note into 85,000,000 shares of Common Stock, pursuant to the current terms of such Note, upon (and subject to) the effectuation of an amendment of the Issuer's certificate of incorporation to significantly increase its authorized number of shares of Common Stock (the "Charter Amendment"). Holdings of Cheshire. Does not include (a) 12,500,000 shares of Common Stock issuable upon conversion of an 8% convertible debenture issued on February 9, 2006 to Qubit Holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts formed for the benefit of the Reporting Person's children, and (b) 37,500,000 shares of Common Stock issuable upon exercise of warrants issued on February 9, 2006 to Qubit, as to all of which securities the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership, as the Reporting Person has no power to vote or dispose, or direct the voting or disposition, of any of the securities held by Qubit or such trusts. Immediately convertible or exercisable, as the case may be. By virtue of the transactions described in Note 1 above, as well as anti-dilution adjustments effected under the terms of certain of the Issuer's outstanding derivative securities held by persons unaffiliated with the Reporting Person, the nine outstanding warrants owned by Cheshire, listed in Table II and previously reported on the Reporting Person's Form 4 filings, which by their terms had been exercisable for an aggregate of 9,947,335 shares of Common Stock at a weighted average exercise price of $1.05 per share, became exercisable instead for an aggregate of 31,727,025 shares of Common Stock at a weighted average exercise price of $0.33 per share, via operation of the warrants' weighted-average anti-dilution adjustment provisions. The exercise prices and share coverage amounts of the nine warrants have previously undergone unreportable adjustments since the filing of the Reporting Person's last Form 4, by operation of the warrants' weighted average anti-dilution adjustment provisions. ***Certain of the above described warrants will remain unexercisable pending and subject to the Charter Amendment. The Reporting Person does not intend to update this filing upon the adoption of the Charter Amendment. /s/ Kevin B. Kimberlin 2006-03-09 -----END PRIVACY-ENHANCED MESSAGE-----