The Immune Response Corporation (OTCBB:IMNR) announced
today that it has completed a private placement of $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 which have the potential to generate
an additional $24 million in gross proceeds. The first tranche of
these warrants (600,000,000) expires the later of May 31, 2006, or 45
days following the registration of the shares underlying the warrants.
The second tranche of these warrants (600,000,000) become exercisable
70 days after the expiration of the first tranche of the warrants and
expire 45 days after they become exercisable. None of these derivative
securities will be able to be converted into or exercised for common
stock until the Company obtains stockholder approval to significantly
increase its authorized number of shares of common stock.
"This offering puts us in a much stronger financial position, giving us immediate capital to pursue our business and clinical strategy," said Michael K. Green, Chief Operating Officer and Chief Financial Officer. "More importantly, the $24 million potential additional proceeds from the two tranches of warrant exercises during 2006 could provide us with long-term capital to complete important phase II clinical trials over the next two years."
Proceeds from the financing will be used to fund the Company's ongoing and planned clinical activities and for general corporate purposes. Spencer Trask Ventures, Inc., an affiliated entity of two of the Company's directors, served as the exclusive placement agent for the transaction.
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 multiple sclerosis (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+ Regulatory T-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+ Regulatory T-cells 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 demonstrated 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 in Europe and Canada as a first-line treatment for drug-naive HIV-infected individuals not yet eligible for antiretroviral therapy according to current medical guidelines.
Please visit The Immune Response Corporation at www.imnr.com
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. Actual results could vary materially from those expected due to a variety of risk factors, including whether the Company will continue as a going concern and successfully raise proceeds from financing activities sufficient to fund operations and additional clinical trials of NeuroVax(TM) or IR103, the uncertainty of successful completion of any such clinical trials, the fact that the Company has not succeeded in commercializing any drug, the risk that NeuroVax(TM) or IR103 might not prove to be effective as either a therapeutic or preventive vaccine, whether future trials will be conducted and whether the results of such trials will coincide with the results of NeuroVax(TM) or IR103 in preclinical trials and/or earlier clinical trials. A more extensive set of risks is set forth in The Immune Response Corporation's SEC filings including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2004, and its subsequent Quarterly Reports filed on Form 10-Q. The Company undertakes no obligation to update the results of these forward-looking statements to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.
REMUNE(R) is a registered trademark of The Immune Response Corporation. NeuroVax(TM) is a trademark of The Immune Response Corporation.
"This offering puts us in a much stronger financial position, giving us immediate capital to pursue our business and clinical strategy," said Michael K. Green, Chief Operating Officer and Chief Financial Officer. "More importantly, the $24 million potential additional proceeds from the two tranches of warrant exercises during 2006 could provide us with long-term capital to complete important phase II clinical trials over the next two years."
Proceeds from the financing will be used to fund the Company's ongoing and planned clinical activities and for general corporate purposes. Spencer Trask Ventures, Inc., an affiliated entity of two of the Company's directors, served as the exclusive placement agent for the transaction.
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 multiple sclerosis (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+ Regulatory T-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+ Regulatory T-cells 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 demonstrated 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 in Europe and Canada as a first-line treatment for drug-naive HIV-infected individuals not yet eligible for antiretroviral therapy according to current medical guidelines.
Please visit The Immune Response Corporation at www.imnr.com
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. Actual results could vary materially from those expected due to a variety of risk factors, including whether the Company will continue as a going concern and successfully raise proceeds from financing activities sufficient to fund operations and additional clinical trials of NeuroVax(TM) or IR103, the uncertainty of successful completion of any such clinical trials, the fact that the Company has not succeeded in commercializing any drug, the risk that NeuroVax(TM) or IR103 might not prove to be effective as either a therapeutic or preventive vaccine, whether future trials will be conducted and whether the results of such trials will coincide with the results of NeuroVax(TM) or IR103 in preclinical trials and/or earlier clinical trials. A more extensive set of risks is set forth in The Immune Response Corporation's SEC filings including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2004, and its subsequent Quarterly Reports filed on Form 10-Q. The Company undertakes no obligation to update the results of these forward-looking statements to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.
REMUNE(R) is a registered trademark of The Immune Response Corporation. NeuroVax(TM) is a trademark of The Immune Response Corporation.