CARLSBAD, Calif., Jan. 7 /PRNewswire-FirstCall/ -- The Immune Response
Corporation (Nasdaq: IMNR) today announced that it entered into an agreement
to sell approximately 688,000 shares of Series A Convertible Preferred Stock
at $5.984 per share to Cheshire Associates LLC, an entity affiliated with a
director of the Company. As payment for the shares, Cheshire will convert an
aggregate of approximately $3.9 million of previously issued promissory notes
plus approximately $219,000 of accrued interest into shares of Series A
Convertible Preferred Stock. The shares of Series A Convertible Preferred
Stock are initially convertible into four shares of the Company's common
stock. The conversion ratio adjusts over a three year period up to a maximum
of twelve shares of common stock and adjusts due to anti-dilution protection.
Each share of Series A Convertible Preferred Stock will vote together with the
common stock and be entitled to a number of votes equal to 75% of the number
of shares into which the Series A Convertible Preferred Stock is initially
convertible. The Company's stockholders approved the issuance of the Series A
Preferred Stock at a special stockholders meeting held on July 7, 2003.
The securities have not been registered under the Securities Act of 1933
or any state securities laws and unless so registered may not be offered or
sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act of 1933 and applicable state securities laws. This announcement is neither
an offer to sell nor a solicitation of an offer to buy any of these
securities.
About The Immune Response Corporation and REMUNE(R)
The Immune Response Corporation is a biopharmaceutical company dedicated
to treating and preventing HIV and AIDS through the development of
immune-based therapeutic vaccines such as REMUNE, its lead product candidate.
The Company was co-founded by medical pioneer Dr. Jonas Salk, who was
instrumental in the formulation of REMUNE, which is currently in Phase II
clinical development.
HIV, the human immunodeficiency virus, is the virus that causes AIDS, a
condition that slowly destroys the body's immune system, making it vulnerable
to infections. REMUNE is designed to induce a specific immune response to the
HIV virus. It is comprised of HIV-1 virus that has been chemically killed and
inactivated so that it is non-infectious, plus an adjuvant that helps enhance
the body's immune response to the virus. More than 60 million people have
been infected with HIV since it was first recognized in 1981, and
approximately 40 million people around the world are living with HIV today.
This news release contains forward-looking statements. Actual results
could vary materially from those expected due to a variety of risk factors,
including whether the new vaccine candidate will be effective for the
prevention or treatment of HIV or whether it will enter into clinical trials,
whether The Immune Response Corporation will continue as a going concern and
successfully raise proceeds from financing activities sufficient to fund
operations and additional clinical trials of REMUNE, the uncertainty of
successful completion of any such clinical trials, whether REMUNE will be
effective as either a preventive or therapeutic vaccine, whether future trials
will be conducted and whether the results of such trials will coincide with
the results of REMUNE in preclinical trials. These risks, among others, are
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,
2002, and subsequent Quarterly Reports on Form 10-Q. The Immune Response
Corporation undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
REMUNE(R) is a registered trademark of The Immune Response Corporation.
For further information please contact:
The Immune Response Corporation
(Investors) - Kathy Lane, (760) 771-2236 or info@imnr.com
(Media) - Gwen Rosenberg, Rosenberg Business Communications,
(858) 759-0759
SOURCE Immune Response Corporation
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Related links:
http://www.imnr.com
CONTACT:
Investors, Kathy Lane of Immune Response
Corporation, +1-760-771-2236, info@imnr.com, or media, Gwen
Rosenberg, Rosenberg Business Communications, +1-858-759-0759,
for Immune Response Corporation
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