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FILING PURSUANT TO RULE 424(b)(5)
REGISTRATION STATEMENT NO. 333-83195
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED AUGUST 20, 1999)
374,803 SHARES
THE IMMUNE RESPONSE CORPORATION
COMMON STOCK
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You should read this prospectus supplement and the prospectus dated
August 20, 1999 carefully before you invest. Both documents contain information
you should consider carefully before making your investment decision.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2 OF THE PROSPECTUS
PLAN OF DISTRIBUTION
We are offering 374,803 shares of our common stock to Strong River
Investments, Inc., an institutional investor, pursuant to this prospectus
supplement.
We are selling to the institutional investor 374,803 shares of our
common stock at $4.0021 per share, to be issued upon exercise by the
institutional investor of its option. The $4.0021 per share purchase price is
based on 94% of the average of the weighted average trading prices of our common
stock during the twenty trading day period from October 22 through November 18
(excluding from the average any day in which the weighted average trading price
of our common stock was below $4.00).
In addition, the issuance of 592,593 shares of our common stock to the
institutional investor, at $5.0625 per share, on October 21, 1999 is subject to
two adjustments:
- First, for each day that the weighted average trading price of
our common stock was below $4.00, the institutional investor
agreed to return one-twentieth of the shares and we agreed to
return one-twentieth of the purchase price of those returned
shares. We are returning $1,350,000 to the institutional
investor and the institutional investor is returning 266,667
shares to us.
- Second, we agreed to issue additional shares of our common
stock to the institutional investor, if the average of the
weighted average trading prices of our common stock during the
same twenty trading day period was lower than $5.3856
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(excluding from the average any day in which the weighted
average trading price of our common stock was below $4.00) and
the institutional investor agreed to pay us more money if the
average of the weighted average trading prices of our common
stock over the same twenty trading day period was higher than
$5.3856 (excluding from the average any day in which the
weighted average trading price of our stock was below $4.00).
Since the average of the weighted average trading prices of
our common stock over the twenty trading day period (excluding
from the average any days in which the weighted average
trading price of our stock was below $4.00) was $4.2575, we
are issuing 86,358 shares to the institutional investor.
The institutional investor may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933.
USE OF PROCEEDS
We will use the proceeds of this offering as described in the
prospectus. See "Use of Proceeds" beginning on page 9 of our prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement and the accompanying prospectus.
We incorporate our Quarterly Report on Form 10-Q for the quarter ended September
30, 1999 and the documents indicated on page 8 of our prospectus.
MARKET FOR OUR COMMON STOCK
On November 22, 1999 the last reported sale price of our common stock
on the Nasdaq National Market was $4.1875 per share. Our common stock is listed
on the Nasdaq National Market under the symbol "IMNR." The common stock sold
under this prospectus supplement will be listed on the Nasdaq National Market.
As of November 19, 1999, we had 25,922,876 shares of common stock
outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
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Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved Or Disapproved Of The Securities Or Passed Upon The
Accuracy Or Adequacy Of This Prospectus. Any Representation To The Contrary Is A
Criminal Offense.
The date of this prospectus supplement is November 23, 1999.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
Plan of Distribution.......................................................S-1
Use of Proceeds............................................................S-2
Where You Can Find More Information........................................S-2
Market for Our Common Stock................................................S-2
General....................................................................S-2
PROSPECTUS
Prospectus Summary...........................................................1
Risk Factors.................................................................2
Additional or Updated Risk Factors...........................................8
Special Note Regarding Forward-Looking Information...........................8
Where You Can Find More Information..........................................8
Use of Proceeds..............................................................9
Income Tax Considerations....................................................9
Plan of Distribution........................................................10
Legal Matters...............................................................10
Experts.....................................................................10
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