irbio-8k7222008.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): July 18,
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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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On June
25, 2008 at the Annual Meeting of Stockholders, the stockholders approved an
amendment to the Company’s Certificate of Incorporation, as amended, (the
“Amended Certificate”) for a 1 for 10 reverse stock split and a reduction in the
number of authorized shares of common stock to 100 million. Upon the
effectiveness of the reverse stock split, the Company will issue to each
stockholder whole shares of the Company’s common stock for fractional shares
that stockholders may otherwise be entitled. Provisions of the
Secured Convertible Debenture dated January 3, 2008 and the Secured Convertible
Debenture dated June 12, 2008 (collectively, the “Debenture”) that the Company
has issued to YA Global Investments, L.P. (“YA Global”) prohibit any amendment
to the Company’s Certificate of Incorporation so as to adversely affect any
rights of YA Global and further provide that, with certain exceptions, upon the
issuance of shares of the Company’s common stock at a price less than the
Conversion Price as defined in the Debenture, the Conversion Price is reduced as
provided in the Debenture. The issuance of whole shares of the
Company’s common stock for fractional shares (i) could adversely affect the
rights of YA Global and (ii) could reduce the Conversion Price. YA
Global has agreed to waive application of the provisions of the Debenture to the
Amended Certificate and the Company has agreed to increase the Share Reserve as
defined in the Debenture prior to the effectiveness of the reverse stock
split. The Company and YA Global have entered into a Waiver of
Application of Provisions Under Secured Convertible Debenture dated July 18,
2008 to reflect their agreements (the “Waiver”).
In
addition, the Company and YA Global have agreed to amend the Debenture to reduce
the Conversion Price of the Debenture from $0.20 to $0.17 as set forth in
Amendment No. 1 to Secured Convertible Debentures (the
“Amendment”)..
The
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 YA Global $2
million of the Debentures and the Warrants, and on June 12, 2008 the Company
exercised its option to sell and issue to YA Global an additional $1 million of
the Debentures.
The
summary of the Waiver, the Amendment, the Agreement, the First Closing and the
Second Closing set forth above do not purport to be a complete statement of the
terms of these documents. This summary is qualified in its entirety
by reference to the full text of the Waiver and the Amendment attached to this
report as Exhibits 10.1 and 4.1, respectively, the Convertible Debenture
attached as Exhibit 4.1, the Common Stock Purchase Warrant attached as Exhibit
4.2, the Waiver 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 and all of 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 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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Number
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Description
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4.1
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Amendment Number 1 to 8% Secured Convertible Debenture in
the amount of $2,000,000 and $1,000,000, issued to YA Global Investments,
L.P., dated January 3, 2008 and June 12, 2008,
respectively.
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10.1
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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.
Date:
July 23,
2008
By: /s/ Michael K.
Wilhelm
Michael
K. Wilhelm
President
and Chief Executive Officer
(Duly
Authorized Officer)
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Number
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Description
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4.1
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Amendment Number 1 to 8% Secured Convertible Debenture in
the amount of $2,000,000 and $1,000,000, issued to YA Global Investments,
L.P., dated January 3, 2008 and June 12, 2008,
respectively.
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10.1
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