Immune Response BioPharma, Inc. Adopts Shareholder Rights Plan & Poison Pill

PRLog (Press Release) - Nov. 21, 2012 - On November 21st, 2012, the Board of Directors of Immune Response BioPharma, Inc., a Delaware corporation, adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of the Company’s common stock, no par value per share. The dividend is payable to our stockholders of record as of November 22nd, 2012. Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-hundredth of a share of the Company’s Series A Senior Participating Preferred Stock, no par value per share, at an exercise price of $50.00, subject to adjustment.

Initially, the Rights will attach to all shares of outstanding Common Stock, and no separate Rights Certificates will be distributed. The Rights Plan which, if triggered in the event a person, an organization or institutional investor becomes an “Acquiring Person” by acquiring beneficial ownership of 15% or more of the outstanding shares of Common Stock of Immune Response BioPharma, Inc.

The rights plan expires on November 22nd, 2027. The Rights are not exercisable until a 15% triggering event and will expire at the close of business on November 22nd, 2027 unless earlier redeemed, exchanged or terminated by the Company as described below.

Preferred Share Provisions.

Each one one-hundredth of a share of Preferred Stock, if issued:

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will not be redeemable;

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will entitle holders to certain dividend and liquidation payments;

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will generally have the same voting power as one share of Common Stock; and

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if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.

The value of one one-hundredth interest in a share of Preferred Stock should approximate the value of one share of Common Stock.

Redemption Rights.

At any time until ten business days following the Stock Acquisition Date, the Board of Directors may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”), payable, at the election of the Board of Directors, in cash or shares of Common Stock. Immediately upon the action of the Board of Directors ordering the redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Preferred Stock (or other consideration).

Anti-Takeover Effects.

The Rights may have certain anti-takeover effects. The Rights may cause substantial dilution to any Person that attempts to acquire the Company without the approval of the Board of Directors. As a result, the overall effect of the Rights may be to make more difficult a merger, tender offer or other business combination involving the Company that is not supported by the Board of Directors.

Immune Response BioPharma, Inc. maybe found on the World Wide Web @ www.immuneresponse.net