817785--3/28/2006--IMMUNE_RESPONSE

related topics

{product, candidate, development}

{product, liability, claim}

{debt, indebtedness, cash}

{stock, price, share}

{cost, regulation, environmental}

{property, intellectual, protect}

{product, market, service}

{interest, director, officer}

{provision, law, control}

{personnel, key, retain}

{financial, litigation, operation}

Our independent registered public accountants have expressed substantial doubt as to our ability to continue as a going concern. Our existing stockholders could be diluted by well over 90% as a result of our 2006 Private Placement and may suffer additional dilution in connection with future financings. Our stock has been delisted from NASDAQ and is subject to penny stock rules, which may make it more difficult for us to raise capital and for you to sell your securities. Our failure to successfully develop our product candidates may cause us to cease operations. The lengthy product approval process and uncertainty of government regulatory requirements may delay or prevent us from commercializing products. We must work to re-establish our credibility with the FDA. Our patents and proprietary technology may not be enforceable and the patents and proprietary technology of others may prevent us from commercializing products. Some of our patents expire fairly soon. Technological change and competition may render our potential products obsolete. Our lack of commercial manufacturing and marketing experience and our dependence on third parties for manufacturing may prevent us from successfully commercializing products. We may be unable to enter into additional collaborations. Adverse determinations and pressures concerning product pricing, reimbursement and related matters could prevent us from successfully commercializing any of our product candidates. Our success in the HIV field may depend upon the acceptance of IR103 by the medical and HIV-activist communities. Kevin Kimberlin, a member of our Board of Directors, beneficially owns approximately 43.7% of our outstanding common stock and has the rights to acquire approximately 484,464,000 additional shares of our common stock, which could result in ownership of up to approximately 86.3% of our outstanding shares and could allow him to control or influence stockholder votes. Mr. Kimberlin is also a secured creditor. We have significant indebtedness that will mature before our operations can repay it. Legal proceedings could require us to pay substantial amounts of money and impair our operations. We have hired a new CEO. Hazardous materials and environmental matters could expose us to significant costs. Product liability exposure may expose us to significant liability.

Full 10-K form ▸

817785--3/28/2006--IMMUNE_RESPONSE_CORP