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The Immune Response Corporation Announces $4.1 Million Already Received from Exercise of Warrants from March 2006 Private Placement Financing: Resale Registration Statement is Declared Effective by the Securities and Exchange Commission
Business Wire, June 13, 2006
CARLSBAD, Calif. -- The Immune Response Corporation (OTCBB:IMNR) announced that its Registration Statement for the resale of common stock underlying the convertible notes and warrants issued in the Company's March 2006 private placement financing was declared effective today by the Securities and Exchange Commission. In that private placement, the Company issued $8.0 million of secured notes which are convertible into 400,000,000 shares of common stock at $0.02 per share. The secured convertible notes accrue interest at 8% per year and mature on January 1, 2008. Investors also received warrants to purchase an aggregate of 1,200,000,000 shares of common stock at $0.02 per share; these warrants, if fully exercised, would generate an additional $24 million in gross proceeds for the Company. The warrants are divided into two 600,000,000 warrant tranches.
Investors have in fact already exercised 205,000,000 warrants to generate $4.1 million of the potential $12 million in gross proceeds from the first tranche. The remaining 395,000,000 warrants of this first tranche expire 45 days following notification to the warrant holders of today's resale registration of the shares underlying the warrants. The second tranche of warrants (600,000,000) becomes exercisable 70 days after the expiration of the first tranche of the warrants and expires 45 days after they become exercisable.
"We are pleased that so many investors exercised their warrants even before the SEC declared the registration statement effective," said Michael K. Green, Chief Operating Officer and Chief Financial Officer. "This additional capital will enable us to continue our progress with Phase II clinical trials for both our multiple sclerosis (MS) and HIV products. We are optimistic about receiving the full potential proceeds from our March financing now that the registration statement is effective."
In related news, David Hochman, a director of the Company and former Managing Director of Spencer Trask Ventures, Inc., the placement agent for the March 2006 private placement financing, has entered into an agreement to provide strategic and financial consulting services to more actively support the Company's continued pursuit of its new corporate and clinical strategy.
"David has played a critical role in developing our new strategy and helping us secure the necessary financing," said Dr. Joseph O'Neill, President and Chief Executive Officer. "Having more of his time and focus will help us continue to bring our plans to fruition."
About The Immune Response Corporation
The Immune Response Corporation (OTCBB:IMNR) is an immuno-pharmaceutical company focused on developing products to treat autoimmune and infectious diseases. The Company's lead immune-based therapeutic product candidates are NeuroVax(TM) for the treatment of MS and IR103 for the treatment of HIV infection. Both of these therapies are in Phase II clinical development and are designed to stimulate pathogen-specific immune responses aimed at slowing or halting the rate of disease progression.
NeuroVax(TM), which is based on the Company's patented T-cell receptor (TCR) peptide technology, has shown potential clinical value in the treatment of relapsing forms of MS. NeuroVax(TM) has been shown to stimulate strong, disease-specific, cell-mediated immunity in nearly all patients treated and appears to work by enhancing levels of FOXP3 Treg cells that are able to down-regulate the activity of pathogenic T-cells that cause MS. Increasing scientific findings have associated diminished levels of FOXP3 Treg cell responses with the pathogenesis and progression of MS and other autoimmune diseases such as rheumatoid arthritis (RA), psoriasis and Crohn's disease. In addition to MS, the Company has open Investigational New Drug Applications (IND) with the FDA for clinical evaluation of TCR peptide-based immune-based therapies for RA and psoriasis.
IR103 is based on the Company's patented, whole-inactivated virus technology, co-invented by Dr. Jonas Salk and indicated to be safe and immunogenic in extensive clinical studies of REMUNE(R), the Company's first generation HIV product candidate. IR103 is a more potent formulation that combines its whole-inactivated antigen with a synthetic Toll-like receptor (TLR-9) agonist to create enhanced HIV-specific immune responses. The Company is currently testing IR103 in two Phase II clinical studies as a first-line treatment for drug-naive HIV-infected individuals not yet eligible for antiretroviral therapy according to current medical guidelines.
NeuroVax(TM) and IR103 are in clinical development by The Immune Response Corporation and are not approved by any regulatory agencies in any country at this time. Please visit The Immune Response Corporation at www.imnr.com for more information.
This news release contains forward-looking statements. Forward-looking statements are often signaled by forms of words such as should, could, will, might, plan, projection, forecast, expect, guidance, potential and developing.
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