Initial Funding of Offering of $8 Million Could Rise to $36 Million
On Exercise of All Warrants
CARLSBAD, Calif., July 9 /PRNewswire-FirstCall/ --
The Immune Response Corporation (Nasdaq: IMNR) announced today it is seeking
to raise, subject to market and other conditions, up to $8 million in gross
proceeds ($10.4 million if the 30% overallotment option is exercised) through
a private offering of units comprised of common stock and warrants that could
increase up to $36 million upon the exercise of all warrants.
The Company intends to use the net proceeds of the offering to repay a
portion of its outstanding indebtedness to Transamerica Technology Finance
Corporation, for general corporate purposes and also to begin the completion
of the Company's production facility in Pennsylvania.
The number of shares and warrants included in the units will depend on the
average market value of the Company's common stock for the ten day period
prior to the closing of the offering. The warrants included in the units will
be exercisable for one share of common stock and one warrant, which will also
be exercisable for one share of common stock. All warrants will have a five-
year term and may be redeemed by the Company depending on the price
performance of its common stock.
The offering will be made only to qualified accredited investors in
accordance with Section 4(2) under the Securities Act of 1933 and the rules
and regulations promulgated thereunder.
The securities to be offered 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.
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, the Company's intention to raise proceeds
through this offering and sale of units of common stock and warrants, the
intended use of proceeds and the anticipated terms of any agreements relating
to the purchase of such units. The Company's ability to complete the offering
will depend on, among other things, market and general economic conditions.
In addition, the Company's ability to complete this offering and the Company's
business are subject to the significant risks and uncertainties 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, 2001 (as
amended) and report on Form 10-Q for the quarter ended March 31, 2002. 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.
SOURCE The Immune Response Corporation
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Related links:
http://www.imnr.com
CONTACT:
media, James Lee of The Lee Strategy Group,
+1-310-229-5771, or fax, +1-310-229-5772, jlee@leestrategy.com,
for The Immune Response Corporation; or investors, Kathy Lane of
The Immune Response Corporation, +1-760-771-2236, or fax,
+1-760-771-2140, info@imnr.com
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