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): October 13, 2004
IR BIOSCIENCES HOLDINGS, INC.
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(Exact name of registrant specified in charter)
Delaware 033-05384 13-3301899
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(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
4021 N. 75th Street, Suite 201
Scottsdale, AZ 85251
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(Address of principal executive offices) (Zip Code)
(480) 922-3926
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(Registrant's telephone number, including area code)
8655 East Via De Ventura, Suite E-155
Scottsdale, Arizona 85258
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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 October 13, 2004, IR Biosciences Holdings, Inc. (the "Registrant") completed
a private placement, whereby the Registrant sold an aggregate of $1,650,000
worth of units (each a "Unit" and collectively, the "Units") to accredited
investors (as defined by Rule 501 under the Securities Act of 1933, as amended)
(the transaction is referred to herein as the "Private Placement").
Pursuant to the terms of the Subscription Agreement, in the form attached hereto
as Exhibit 10.1, each Unit was sold for $10,000 (the "Unit Price") and consisted
of the following:
(a) a number of shares (the "Shares") of common stock of the
Registrant, par value $0.001 per share (the "Common Stock"), determined by
dividing: (i) the Unit Price by (ii) $0.125; and
(b) a warrant (each a "Warrant" and collectively, the "Warrants") to
purchase, at any time prior to the fifth (5th) anniversary following the date of
issuance of the Warrant, a number of shares of Common Stock equal to fifty
percent (50%) of the number of Shares included within the Unit, at a price equal
to fifty cents ($0.50) per share of Common Stock. A form of the Warrant is
attached hereto as Exhibit 4.1.
In consideration of the investment, the Registrant granted to each investor
certain registration rights and anti-dilution rights, as set forth in Exhibits
4.2 and 4.3, respectively. A complete list of investors participating in the
Private Placement is set forth as a schedule to Exhibit 10.1.
On October 13, 2004, the Registrant entered into a settlement agreement (the
"Settlement Agreement") with certain creditors (collectively, the "Creditors"),
whereby for full and complete satisfaction of claims totaling an aggregate of
$147,218.25 (the "Claim Amount"), the Registrant issued the following:
(a) a number of shares of Common Stock determined by dividing (i) the
Claim Amount by (ii) $0.125 (collectively, the "Claim Shares"); and
(b) warrants (each a "Claim Warrant" and collectively, the "Claim
Warrants") to purchase, at any time prior to the fifth (5th) anniversary
following the date of issuance of the Claim Warrant, a number of shares of
Common Stock equal to fifty percent (50%) of the number of Claim Shares, at a
price equal to fifty cents ($0.50) per shares of Common Stock. The Claim
Warrants are identical to the Warrants issued in the Private Placement, a form
of which is attached hereto as Exhibit 4.1.
The Settlement Agreement is attached hereto as Exhibit 10.2. A complete list of
the Creditors is set forth as a schedule to Exhibit 10.2.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Shares, the Claim Shares, the Warrants and the Claim Warrants described in
Item 1.01 above were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933, as
amended, and Rule 506 promulgated thereunder. Each of the Creditors and the
investors qualify as an accredited investor (as defined by Rule 501 under the
Securities Act of 1933, as amended).
Pursuant to the terms of a Placement Agency Agreement, dated September 3, 2004,
by and between the Registrant and Joseph Stevens & Co., Inc. ("JSC"), the
Registrant issued 3,300,000 shares of Common Stock to JSC, and or its designees,
upon the closing of the Private Placement. The shares were issued as
consideration for JSC's services as the Registrant's placement agent in the
transaction described in Item 1.01 above. The shares were issued in reliance
upon exemptions from registration pursuant to Section 4(2) under the Securities
Act of 1933, as amended, and Rule 506 promulgated thereunder.
The Registrant previously issued convertible promissory notes in the aggregate
principal amount of $482,500 (collectively, the "Promissory Notes"). Immediately
upon the closing of the Private Placement, and in accordance with the terms of
the Promissory Notes, all outstanding principal and accrued interest converted
into 3,822,842 shares of Common Stock (the "Conversion Shares"). The Conversion
Shares were issued in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder. Each holder of the Promissory Notes qualifies as an
accredited investor (as defined by Rule 501 under the Securities Act of 1933, as
amended).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Warrant.
4.2 Form of Registration Rights (Annex A to Subscription Agreement).
4.3 Form of Anti-Dilution Rights (Annex B to Subscription Agreement).
10.1 Form of Subscription Agreement.
10.2 Form of Settlement Agreement.
SIGNATURE
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.
IR BIOSCIENCES HOLDINGS, INC.
Date: October 19, 2004 By: /s/ Michael Wilhelm
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Michael Wilhelm
President
(Duly Authorized Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Warrant.
4.2 Form of Registration Rights (Annex A to Subscription Agreement).
4.3 Form of Anti-Dilution Rights (Annex B to Subscription Agreement).
10.1 Form of Subscription Agreement.
10.2 Form of Settlement Agreement.