CARLSBAD, Calif., Feb. 14 /PRNewswire-FirstCall/ -- The Immune Response
Corporation (Nasdaq: IMNR) announced today that it privately placed a
$2,000,000 convertible note and warrant to Oshkim Limited Partnership
(Oshkim). The investment was made pursuant to the Note Purchase Agreement
which the Company and Kevin Kimberlin Partners, L.P. (KKP) entered into on
November 9, 2001, and was amended February 14, 2002 to add Oshkim as an
investor. As previously announced, the Company placed a
$2,000,000 convertible note and warrant to KKP in November of 2001. Both
investors are affiliates of Kevin B. Kimberlin, a director and major
stockholder of the Company.
The convertible note bears interest at a rate of 8% per year. The note,
secured by certain of the Company's intellectual property, matures on February
14, 2005, but is convertible into up to 1,716,001 shares of the Company's
Common Stock at any time at the option of the investor at a conversion price
of $1.1655 per share, which is 112.5% of the average of the closing bid prices
of the Common Stock for the five consecutive trading days immediately
preceding the closing. The warrant, for 1,716,001 shares of the Company's
Common Stock, is exercisable at a price of $1.036 per share, which is equal to
the average of the closing bid prices of the Common Stock for the five
consecutive trading days immediately preceding the closing.
The Company, Oshkim and KKP have agreed that, until the Company receives
stockholder approval of the transactions under the Note Purchase Agreement for
the purposes of applicable National Association of Security Dealers (NASD)
rules: (i) the investor has waived the effectiveness of anti-dilution
adjustments, if any, to the conversion price of the note and the exercise
price of the warrant issued in this February closing, to the extent that the
adjustments would not be in compliance with applicable NASD rules, (ii) KKP
cannot vote, sell, pledge, offer, dispose of or transfer any of the shares of
the Company's Common Stock issuable upon conversion of the note or exercise of
the warrant issued in the November closing, (iii) in connection with the note
and warrant issued in the November closing, KKP cannot receive any shares of
stock as a result of either a stock dividend or stock distribution on the
Company's Common Stock in the event that the Company pays any dividend or
issues any stock distribution, and (iv) the maturity date of the note issued
in the November closing has been changed to May 5, 2002. If the Company
receives stockholder approval of the transactions under the Note Purchase
Agreement for the purposes of applicable NASD rules, the maturity date of the
November note will be extended to November 9, 2004. The Company plans to hold
a special stockholder meeting in April in order to obtain stockholder approval
of the transactions under the Note Purchase Agreement for the purposes of
complying with applicable NASD rules.
Additionally, in December of 2001 the Company privately placed
452,913 shares of its Common Stock at the price of $1.098 per share to an
unrelated institutional investor.
The Company estimates that its available cash resources along with the
$2 million from the note and warrant will be sufficient to fund its planned
operations into early March 2002. Additional funds will be required to fund
the Company's operations beyond such time. The Company is actively pursuing
other potential funding options and has retained Wells Fargo Securities, LLC
to assist in this activity. The Company plans to use substantially all of the
net proceeds from the transaction for working capital and other general
corporate purposes.
The Immune Response Corporation is a biopharmaceutical company based in
Carlsbad, California, developing immune-based therapies to induce specific
T-cell responses for the treatment of HIV, autoimmune diseases and cancer. In
addition, the Company is developing a targeted non-viral delivery technology
for gene therapy, which is designed to enable the delivery of genes directly
to the liver via intravenous injection. [NOTE: Company information can also
be located on the Internet Web Site: http://www.imnr.com ]
This news release contains forward-looking statements. Actual results
could vary materially from those expected due to a variety of risk factors,
including, but not limited to, whether data generated from previous trials can
be replicated in future clinical trials, whether clinical trials will be
successfully concluded, whether REMUNE will be approved for marketing or be
successfully commercialized and whether the Company will be able to obtain
additional financing. Those factors are discussed more thoroughly in The
Immune Response Corporation's SEC filings, including but not limited to its
report on Form 10-K for the year ended December 31, 2000 and subsequent Forms
10-Q. The Company undertakes no obligation to publicly release the result 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.
SOURCE The Immune Response Corporation
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Related links:
http://www.imnr.com
Company News On-Call:
http://www.prnewswire.com/comp/434675.html
CONTACT:
Kathy Lane of The Immune Response
Corporation, +1-760-771-2236
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