irbio-8k8162007.htm
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): August 16,
2007
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
Delaware
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033-05384
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13-3301899
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4021
N. 75th Street, Suite 201Scottsdale, AZ
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(Address
of principal executive offices)
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(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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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
ITEM
7.01 REGULATION
FD DISCLOSURE
On
August 16, 2007, IR BioSciences
Holdings, Inc., a Delaware corporation (the “Company”), issued a letter to
shareholders. 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.
On
August 16, 2007 the Company issued
a press release announcing an update on the Company to the shareholders. A
copy
of the Company’s press release is furnished as Exhibit 99.2 hereto.
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
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Letter
to Shareholders dated August 16,
2007
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99.2
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IR
BioSciences Holdings, Inc. press release dated August 16,
2007.
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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.
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IR
BIOSCIENCES HOLDINGS, INC.
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Dated:
August 16, 2007
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By:
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/s/
Michael K
Wilhelm
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Michael
K Wilhelm,
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President
and CEO
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Exhibit
No.
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Description
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99.1*
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Letter
to Shareholders dated August 16, 2007
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99.2*
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IR
BioSciences Holdings, Inc. press release dated August 16,
2007
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*Filed
herewith