irbio-8k3272008.htm
 
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 28, 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, 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))


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Items in Form 8-K

   
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ITEM 7.01    REGULATION FD DISCLOSURE

On March 28, 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.

Along with the letter to shareholders, the Company has prepared presentation materials dated March 28, 2008 in an electronic format which provides information related to the Company's profile and the development of its business, an explanation of its scientific work, the history of its scientific research and studies, and its future plans regarding its scientific research and studies (the "Electronic Presentation Materials"). The Electronic Presentation Materials 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. A copy of the Electronic Presentation Materials is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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

(d)           Exhibits.

99.1           Letter to Shareholders dated March 28, 2008
99.2           Electronic Presentation Materials dated March 28, 2008


 
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SIGNATURES

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.
  
  
  
Dated: March 28, 2008
By:  
/s/ Michael K Wilhelm                       
 
Michael K Wilhelm,
 
President and CEO

 
 
 
 
 

 
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EXHIBIT INDEX


Exhibit No.
Description
99.1*
Letter to Shareholders dated March 28, 2008
99.2*
Electronic Presentation Materials dated March 28, 2008

*Filed herewith

 
 
 
 
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