irbio-8k6122008.htm
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)
|
Delaware
|
033-05384
|
13-3301899
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
8767 E. Via de Ventura,
Suite 190, Scottsdale, Arizona 85258
(Address
of principal executive offices) (Zip Code)
(480)
922-3926
(Registrant’s
telephone number, including area code)
(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))
|
Item 1.01. Entry into a Material Definitive Agreement.
On June
12, 2008 IR BioSciences Holdings, Inc. (the “Company”) sold an additional
$1,000,000 of convertible debentures (the “Second Closing”) to YA Global
Investments, L.P. (the “Buyer”). The Convertible Debentures were sold
pursuant to a Securities Purchase Agreement dated as of January 3, 2008 (the
“Agreement”) providing for the issuance of (i) convertible debentures in an
aggregate principal amount up to $3,000,000 (collectively, the “Convertible
Debentures”) which are convertible into shares (the “Conversion Shares”) of the
Company’s common stock, par value $.001 per share (the “Common Stock”), and (ii)
warrants (the “Warrants”) to purchase 7,500,000 shares of Common Stock (the
“Warrant Shares”).
The
initial closing of the Agreement occurred on January 3, 2008, at which time the
Company sold to the Buyer $2 million of the Convertible Debentures and the
Warrants (the “First Closing”), and at the Second Closing the Company exercised
its option to sell and issue to the Buyer an additional $1 million of the
Convertible Debentures. Obligations under the Convertible Debentures
are guaranteed by ImmuneRegen BioSciences, Inc., the Company’s wholly-owned
subsidiary (the “Guarantor”). The Company’s obligations under the Convertible
Debentures are secured by (i) all of the assets and property of the Guarantor
pursuant to a Security Agreement, and (ii) by Patent Collateral of the Company
and the Guarantor in accordance with a Patent Security Agreement by and among
the Company, the Buyer and the Guarantor.
The
Convertible Debentures sold in the Second Closing mature on May 31, 2011, unless
extended by the holder, and accrue interest at the rate of 8% per
annum. Interest is payable in cash quarterly on the last day of each
calendar quarter beginning on June 30, 2008, or at the Company’s option if
“Equity Conditions” (as defined in the Convertible Debenture) are satisfied, it
may be paid by the issuance of Common Stock. The Convertible
Debentures are convertible at any time at the option of the holder into shares
of the Company’s Common Stock at a price equal to $0.20 per share. On
or after December 31, 2009 or if the Company’s fails to achieve certain
milestones based on preclinical studies and submission of a Investigational New
Drug Application, as set forth in the Convertible Debenture, the conversion
price of the Convertible Debentures becomes the lower of (i) $0.20 per share or
(ii) 80% of the lowest daily volume weighted average price during the five
trading days immediately preceding conversion.
The
Company may redeem a portion or all amounts outstanding under the Convertible
Debentures prior to May 31, 2011 provided that certain conditions to redemption
have been satisfied. The Company may force a conversion of the
Convertible Debentures into Common Stock, provided that specified conditions
have been satisfied. Holders of the Convertible Debentures are
subject to limitations on their right to convert the Convertible Debentures, or
receive shares of Common Stock as payment of interest, if after giving effect to
such conversion or receipt of shares, the holder would be deemed to beneficially
own more than 9.99% of the Company’s then outstanding Common
Stock. Upon the occurrence of certain events of default defined in
the Convertible Debentures, including the Company’s failure to pay the holder
any amount of principal, interest, or other amounts when due, the full principal
amount of the Convertible Debentures, together with interest and other amounts
due, become immediately due and payable in cash, provided however, that holder
may request payment of such amounts in Common Stock of the Company.
In the
event the Company effects any “fundamental transaction” as defined in the
Convertible Debentures, including a merger or consolidation of the Company or
sale of more than 50% of its assets, the holder may (i) require the redemption
of all amounts owed, including principal, accrued and unpaid interest and any
other charges; (ii) require the conversion of the Convertible Debentures into
shares of common stock and other securities, cash and property; or (iii) in the
case of a merger or consolidation, require the surviving entity to issue to the
holder a convertible debenture with a principal amount equal to the Convertible
Debentures then held by the holder, plus all accrued and unpaid interest and
other amounts, and with the same terms and conditions as the Convertible
Debentures.
The
Company placed $75,000 into an escrow account upon the Second Closing The funds
in escrow will be used to compensate the Buyer’s investment manager for
monitoring and managing the Buyer’s purchase and
investment.
The Buyer
has a right of first refusal on any future funding that involves the issuance of
the Company’s capital stock for so long as a portion of the Convertible
Debentures is outstanding.
The
summary of the Agreement and the First Closing set forth above do not purport to
be a complete statement of the terms of the Agreement and the First
Closing. This summary is qualified in its entirety by reference to
the full text of the Convertible Debenture attached as Exhibit 4.1, the Common
Stock Purchase Warrant attached as Exhibit 4.2, the Agreement attached as
Exhibit 10.1, the Guaranty Agreement attached as Exhibit 10.2, the Security
Agreement attached as Exhibit 10.3 and the Patent Security Agreement attached as
Exhibit 10.4, all to the report on Form 8-K filed on January 9, 2008 which is
incorporated herein by this reference.
THIS
CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES
SOLD IN AS DESCRIBED ABOVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The
disclosure provided in Item 1.01, above, of this Form 8-K is hereby incorporated
by reference into this Item 2.03 with respect to the terms and sale of, and the
financial obligations created by, the Convertible Debentures.
Item 3.02. Unregistered Sales of
Equity Securities.
The
disclosure provided in Item 1.01, above, of this Form 8-K is hereby incorporated
by reference into this Item 3.02 with respect to the terms and sale of the
Convertible Debentures. The Buyer represented that it is an “accredited
investor” and agreed that the securities bear a restrictive legend against
resale without registration under the Securities Act of 1933, as amended (the
“Securities Act”). The sale of the Convertible Debentures were made
pursuant to Section 4(2) and/or Rule 506 of Regulation D as promulgated by
the U.S. Securities and Exchange Commission under the Securities
Act.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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.
Date:
June 17,
2008
By: /s/
Michael K.
Wilhelm
Michael
K. Wilhelm
President
and Chief Executive Officer
(Duly
Authorized Officer)