irbio-8k01092007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of
1934
Date
of Report (Date of earliest event
reported): January 3, 2008
IR
BIOSCIENCES HOLDINGS,
INC.
(Exact
name of registrant specified in charter)
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(State
of Incorporation)
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(Commission
FileNumber)
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(IRS
EmployerIdentification
No.)
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8767
E. Via de Ventura, Suite 190, Scottsdale, Arizona85258
(Address
of
principal executive offices) (Zip Code)
(480)
922-3926
(Registrant’s
telephone number,
including area code)
(Former
name or
former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under
any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communicationspursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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On
January 3, 2008, IR Biosciences
Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with YA Global Investments, L.P. (the “Buyer”), pursuant
to which the Buyer greed to purchase from the Company (i) up to $3 million
of
secured convertible debentures (the “Convertible Debentures”), which shall be
convertible into shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”) and (ii) warrants to acquire up to 7,500,000
additional shares of Common Stock (the “Warrants”) (the
“Financing”). A copy of the Purchase Agreement is attached hereto as
Exhibit
10.1.
The
initial closing of the Financing
occurred on January 3, 2008, at which time the Company sold to the Buyer $2
million of the Convertible Debentures and the Warrants (the “First
Closing”). The Company, at its sole option, may elect to sell and
issue to the Buyer an additional $1 million of Convertible Debentures within
the
six months following the execution of the Purchase Agreement (the “Second
Closing”). Obligations under the Convertible Debentures are
guaranteed by ImmuneRegen BioSciences, Inc., the Company’s wholly-owned
subsidiary (the “Guarantor”). The
Company’s
obligations under the Convertible
Debentures are secured by (i) all of the assets and property of the Guarantor
pursuant to a Security Agreement, a copy of which is attached to this
Current Report as
Exhibit
10.3; and (ii) by Patent
Collateral of the Company and the Guarantor in accordance with a Patent Security
Agreement by and among the Company, the Buyer and the Guarantor, a copy of
which
is attached to this Current Report as Exhibit
10.4.
The
Convertible Debentures mature on
December 31, 2010, unless extended by the holder, and accrue interest at the
rate of 8% per annum. Interest is payable in cash quarterly on the
last day of each calendar quarter beginning on March 31, 2008, or at the Company’s
option if “Equity Conditions”(as
defined in the debenture) are
satisfied, it may be paid by the issuance of Common Stock. The
Convertible Debentures are convertible at any time at the option of the holder
into shares of the Company’s
Common
Stock at a price equal to $0.20 per
share. On or after December 31, 2009 or if the Company’s
fails to achieve certain milestones
based on preclinical studies and submission of a Investigational New Drug
Application, as set forth in the Convertible Debenture,
the conversion price of the
Convertible Debentures becomes the lower of (i) $0.20 per share or (ii) 80%
of
the lowest daily volume weighted average price during the five trading days
immediately preceding conversion.
The
Company may redeem a portion or all
amounts outstanding under the Convertible Debentures prior to the December 31, 2010 provided
that
certain conditions
to redemption have been satisfied. The
Company may force a conversion of
the Convertible Debentures into Common Stock, provided that specified conditions
have been
satisfied. Holders of the Convertible Debentures are subject to
limitations on their right to convert the Convertible Debentures, or receive
shares of Common Stock as payment of interest, if after giving effect to such
conversion
or receipt of shares, the
holder would be deemed to beneficially own more than 9.99% of the
Company’s
then outstanding Common
Stock. Upon the
occurrence of certain events of default defined in the Convertible Debentures,
including the Company’s failure to pay the holder any amount of principal,
interest, or other amounts when due, the full principal amount of the
Convertible Debentures, together with interest and other amounts due, become
immediately due and payable in cash, provided however, that holder may
request payment of such amounts in Common Stock of the Company.
In
the event the Company effects any
“fundamental
transaction”as defined in
the Convertible Debentures, including a merger or consolidation of the Company
or sale of more than 50% of
its assets, the holder may (i) require the redemption of all amounts owed,
including principal, accrued and unpaid interest and any other charges; (ii)
require the conversion of the Convertible Debentures into shares of common
stock
and other securities,
cash and property; or (iii) in the
case of a merger or consolidation, require the surviving entity to issue to
the
holder a convertible debenture with a principal amount equal to the Convertible
Debentures then held by the holder, plus all accrued and
unpaid interest and other amounts, and
with the same terms and conditions as the Convertible
Debentures.
The
Company placed $175,000 into an
escrow account upon the First Closing, and if the Company elects to close
the
Second Closing it will place anadditional $75,000 into
escrow. The
funds in escrow will be used to
compensate the Buyer’s investment manager for monitoring and managing the
Buyer’s purchase and investment. In addition, agreed to pay a $20,000
structuring fee to the Buyer’s investment manager. In addition, for the period
from January 3, 2008 through 30 days after all amounts owed to the Buyer
under
the Convertible Debentures have been paid, the officers and directors of
the
Company agreed not to sell, transfer, pledge, or otherwise encumber or dispose
of any securities of the Company except in accordance with the volume
limitations set forth in Rule 144(e) of the General Rules and Regulations
under
the Securities Act of 1933, as amended.
The
Warrants have an exercise price,
subject to adjustments, of $0.25 per share and are exercisable at any time
on or
prior to December 31, 2012. The Warrants provide a right of cashless
exercise if, at the time of exercise, there is no effective registration
statement registering the resale of the shares underlying the Warrants. Holders of the Warrants are
subject to
limitations on their right to exercise the Warrants, if after giving effect
to
the exercise, a holder and its affiliates would be deemed to beneficially
own more than
9.99% of the Company’s
then outstanding Common
Stock.
The
Buyer
has a right of first refusal on any future funding that involves the issuance
of
the Company’s capital stock for so long as a portion of the Convertible
Debentures is outstanding.
THIS
CURRENT REPORT IS NOT AN OFFER OF
SECURITIES FOR SALE. ANY SECURITIES SOLD IN AS DESCRIBED ABOVE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE
OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION.
Item
2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
Item
3.02.
Unregistered Sales of Equity Securities.
Item
7.01 Regulation FD Disclosure
On
January 9, 2008, the Company
issued a press release announcing the Purchase Agreement with YA Global
Investments, L.P. A
copy of
the press release is attached to this Current Report on Form 8-K as Exhibit
99.1
and the information therein is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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4.1
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4.2
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Common
Stock Purchase Warrant,
issued to YA Global Investments, L.P., dated January 3,
2008
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10.1
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Securities
Purchase Agreement, dated as
of January 3, 2008, by and among the Company, YA Global
Investments, L.P., and ImmuneRegen BioSciences, Inc.
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10.2
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Guaranty
Agreement dated as of January 3, 2008, executed by ImmuneRegen
BioSciences, Inc. in favor of YA Global Investments,
L.P.
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10.3
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Security
Agreement dated as of January 3, 2008, by and among the Company,
YA Global
Investments, L.P. and ImmuneRegen BioSciences, Inc.
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10.4
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Patent
Security Agreement dated as of January 3, 2008, by and among the
Company,
YA Global Investments, L.P. and ImmuneRegen BioSciences,
Inc.
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99.1
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Press
Release dated January 9, 2008
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Pursuant
to the requirements of the Securities
Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
January 9,
2008
By: /s/
Michael
K.
Wilhelm
Michael
K.
Wilhelm
President
(Duly
Authorized
Officer)
EXHIBIT
INDEX
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4.1
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8%
Secured
Convertible
Debenture due December 31,
2010, issued to YA Global Investments, L.P., dated January 3,
2008
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4.2
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Common
Stock Purchase Warrant,
issued to YA Global Investments, L.P., dated January 3,
2008
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10.1
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Securities
Purchase Agreement, dated as
of January 3, 2008, by and among the Company, YA Global
Investments, L.P., and ImmuneRegen BioSciences, Inc.
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10.2
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Guaranty
Agreement dated as of January 3, 2008, executed by ImmuneRegen
BioSciences, Inc. in favor of YA Global Investments,
L.P.
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10.3
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Security
Agreement dated as of January 3, 2008, by and among the Company,
YA Global
Investments, L.P. and ImmuneRegen BioSciences, Inc.
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10.4
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Patent
Security Agreement dated as of January 3, 2008, by and among the
Company,
YA Global Investments, L.P. and ImmuneRegen BioSciences,
Inc.
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99.1
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Press
Release dated January 9, 2008
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