irbio-8k06112008.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): June 12, 2008
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
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Delaware
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033-05384
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13-3301899
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(IRS
Employer Identification
No.)
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8767
E. Via De Ventura, Suite 190
Scottsdale,
AZ 85258
(Address
of principal executive offices) (Zip Code)
(480)
922-3926
(Registrant’s
telephone number, including area code)
N/A
(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)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Table of
Contents
ITEM 7.01. REGULATION FD DISCLOSURE.
On June 12, 2008, IR BioSciences Holdings, Inc., a Delaware corporation (the
“Company”), issued a letter to shareholders. The letter provides information
related to the development of the Company’s business, an explanation of its
scientific work and future plans regarding business and scientific research. The
letter will be available on the Company's website at
http://www.immuneregen.com/, although the Company reserves the right to
discontinue that availability at any time, and is attached hereto as Exhibit
99.1.
The information in this Report
on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section. This Report will not be
deemed an admission as to the materiality of any information in the Report that
is required to be disclosed solely by Regulation FD.
The Company does not have, and
expressly disclaims, any obligation to release publicly any updates or any
changes in the Company's expectations or any change in events, conditions, or
circumstances on which any forward-looking statement is based.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
(c) Exhibits.
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99.1
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Letter
to Shareholders dated June 12, 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.
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IR
BIOSCIENCES HOLDINGS, INC.
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Dated:
June 12, 2008
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By:
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/s/
Michael K.
Wilhelm
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Michael
K. Wilhelm,
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President
and CEO
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Exhibit
No.
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Description
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99.1*
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*Filed
herewith