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.
Posts: 769 | From: Hotizona | Registered: Aug 2005
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The way I see it, they are dumping a total of 1,600,000 in the pool at a value of .02. It may be a while before they can be traded, but it shows where they value the stock. Am I not reading this right?
Posts: 2132 | Registered: Sep 2004
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IMNR -- Immune Response Corp. (The) Com ($0.0025)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-133210
Subject: Immune Response, founded by Jonas Salk, is “undervalued”, with Phase II drug candidates
IncreMental Advantage Initiates Coverage of
The Immune Response Corporation with a price target of
$0.09 per share; Accumulate Rating
IncreMental Advantage, an equity research firm, has initiated coverage of The Immune Response Corporation (OTCBB: IMNR) with an Accumulate rating.
“The current market capitalization is only $13.1 million. It is unusual to find such a company
with two novel products in Phase II clinical trials”
“We believe the Company’s clinical programs and valuation justify a market capitalization of
$200 million to $225 million. If we divide market valuation by the total number of shares
outstanding at this time (current), the valuation is $0.31 to $0.38 per share. Dividing market
capitalization by fully diluted shares outstanding gives a valuation of $0.08 to $0.09 per share
... When the current stock price is compared with the potential from the company’s products, its
equity seems almost like a non-expiring option on the trials. We believe these factors make
IMNR an undervalued stock.”
— IncreMental Advantage
IMNR Research Report
IncreMental Advantage’s research report on The Immune Response Corporation is available at http://www.roiny.com/clients-irc-research.php . For additional information, please email us at imnr*roiny.com or call Mike Dodge at 212-495-0744.
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™ for the treatment of MS and IR103 for the treatment of HIV/AIDS infection. IncreMental Advantage is a think tank that publishes research on breaking developments on issues ranging from advertising to water utilities, and is highly regarded among institutional investors from all over the world.
IMNR has filed a registration statement (including a prospectus) with the SEC for the resale the shares underlying its March 2006 private placement, consisting of $8 million of convertible notes, and $24 million of short-term warrants, all priced at $0.02 per share, plus certain other shares, can be viewed at http://sec.gov/Archives/edgar/data/817785/000093639206000622/a18840b3e4 24b3.htm . Before you invest, you should read the prospectus in that registration statement and other documents that IMNR has filed with the SEC for more complete information about IMNR and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, IMNR will arrange to send you the prospectus if you request it by calling (760) 431-7080.
IncreMental Advantage was compensated by the Company in the amount of twenty thousand dollars for this report
plus reimbursement of expenses incurred in connection with this report’s preparation.
Any information regarding The Immune Response Corporation (“IMNR”) in this communication is neither an offer
nor solicitation to buy or sell any securities mentioned. While we believe all sources of information to be factual and
reliable, in no way do we represent or guarantee the accuracy thereof, nor the statements made herein. THE
READER SHOULD VERIFY ALL CLAIMS AND DO ITS OWN DUE DILIGENCE BEFORE INVESTING IN ANY
SECURITIES MENTIONED. ROI Group Associates, Inc. (“ROI”) is the investor relations counsel for IMNR and
accepts compensation from the IMNR for this effort, including a monthly cash retainer and restricted stock. Under
the terms of its investor relations Service Agreement, ROI has agreed not to sell any of the IMNR restricted stock
received as compensation under the Service Agreement during the entire term of its engagement as IMNR’s investor
relations counsel pursuant to this Service Agreement. ROI shall be under no obligation to update readers about any
restrictions on its trading activities regarding IMNR.
Posts: 328 | From: nj | Registered: Jan 2006
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if volume continues above 40mil on monday this baby will roll..Stock need s to clos e above .023 to continue uptrend.The adx still has not given confirmation..all other indicators look great...Lets hope for a great PR
Posts: 328 | From: nj | Registered: Jan 2006
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warrants end today 8/7 should be interesting tug of war between mm's and buyers this week... volume is needed to push over .025 to .03 level then we shal see... could get very interesting ...charts look primed.
Posts: 660 | From: california | Registered: Nov 2005
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Bio, I think your a paid pumper. If your not then I question your intelligence. IMAKEMONEY has been around and has over 500 posts and he makes a good point about possible dilution. Who are you to tell him to move to another board? Putting out lots of useless PR's has been a known tactic in many dilution schemes.
Now lets check out this line from the big PR they have been stating over and over again.
"IncreMental Advantage, an equity research firm, has initiated coverage of The Immune Response Corporation (OTCBB: IMNR) with an Accumulate rating."
What does this mean? If you look down deeper you will see this... "IncreMental Advantage was compensated by the Company in the amount of twenty thousand dollars for this report plus reimbursement of expenses incurred in connection with this report’s preparation."
Plain and simple IMNR paid these guys to say what they wanted them to say. There are loads of these stock rating companies out there (the street, wallstreetgrapevine and OCT picks are a few others).
-------------------- If you made money, it was a good trade Posts: 453 | From: Cleveland, Ohio | Registered: Apr 2005
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The insider buying is interesting and would lead you to believe something is in the works. If you look deeper you will see they started a stock match plan right before insiders started buying. This means for every one share they buy they get another share free.
Imagine this... The few people who make up the board sit around drinking at a bar one night. The CEO looks up and says Hey, I got an idea! How about we start a stock match plan? We could then pay some stock rating company to put out a buy rating on our stock and when the price goes up we could sell and make a fortune! If I buy $10,000 worth of the stock at .002 and then get an equal match I will have $20,000 worth. Then when it gets pumped and goes to .004 I will sell and get back $40,000! Where else can you go and invest 10K and make 40K back in less than 6 months? All the other board members cheer and buy him another drink!
-------------------- If you made money, it was a good trade Posts: 453 | From: Cleveland, Ohio | Registered: Apr 2005
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