Exercise of All Warrants Could Result in Total Proceeds of $37.8 Million
Including $2 Million of Non-Cash Proceeds from Convertible Promissory Notes
CARLSBAD, Calif., Dec. 11 /PRNewswire-FirstCall/ --
The Immune Response Corporation (Nasdaq: IMNR) announced today the successful
completion of a private offering of units, comprised of common stock and
warrants, resulting in an offering of $8.4 million. The Company could receive
additional gross proceeds of approximately $29.4 million if all warrants,
which are callable by the Company at certain thresholds, issued in the
offering are exercised.
The Company intends to use the net proceeds of the offering for general
corporate purposes such as operations, personnel and regulatory expertise and
to repay a portion of its outstanding indebtedness to Transamerica Technology
Finance Corporation.
The number of shares of common stock and number of Class A Warrants and
Class B Warrants included in the units was based on a 20% discount to the
average of the closing bid prices of the Company's common stock for the ten
day period prior to the closing of the offering, which was approximately
[$0.885] per share.
Each unit had a purchase price of $100,000 and consists of (a) 112,995
shares of common stock and (b) 112,995 Class A Warrants. The Class A Warrants
are exercisable for one share of common stock and a Class B Warrant at a 50
percent premium to the above-mentioned $0.885 discounted price. The Class B
Warrants are exercisable for one share of common stock at a 100 percent
premium to the $0.885 discounted price.
The warrants will have a five-year term from their respective dates of
issuance and may be redeemed by the Company depending on the price performance
of its common stock. The Company sold $8.4 million in units in the private
offering, including $6.4 million of new investment and the conversion of
$2.0 million of certain outstanding promissory notes.
The offering was made only to accredited investors.
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.
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 the exercise of warrants associated with this offering and the
intended use of proceeds. The Company's business is subject to 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 September 30, 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.
REMUNE(R) is a registered trademark of The Immune Response Corporation.
SOURCE The Immune Response Corporation
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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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