##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-18006
 THE IMMUNE RESPONSE CORPORATION
  Delaware
    
    33-0255679(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)5931 Darwin Court 
Carlsbad, California
(Address of principal executive offices)
    
    92008
(Zip Code)
 Registrants telephone number, including area code: (760) 431-7080
 þ o
  o o þ
 o þ




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##### Table of Contents



THE IMMUNE RESPONSE CORPORATION
 INDEX
 PagePART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets
    
    
    3Condensed Statements of Operations
    
    
    4Condensed Statements of Cash Flows
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATION
    
    
    22Item 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    31EXHIBIT 10.208EXHIBIT 10.209EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 The Immune Response Corporation
 
 Condensed Balance Sheets
 (in thousands, except for share amounts)
 September 30,
    
    
    December 31,2006
    
    
    2005(unaudited)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    6,620
    
    
    $
    146Prepaid expenses and other current assets
    
    
    499
    
    
    
    2917,119
    
    
    
    437Property and equipment, net
    
    
    2,957
    
    
    
    3,583Licensed technology, net
    
    
    177
    
    
    
    706Deposits and other assets ($575 and $600 restricted in escrow account as security for
long-term lease at September 30, 2006 and December 31, 2005, respectively)
    
    
    665
    
    
    
    690$
    10,918
    
    
    $
    5,416Liabilities and Stockholders (Deficit) EquityCurrent Liabilities:Accounts payable
    
    $
    418
    
    
    $
    1,039Accrued expenses
    
    
    2,257
    
    
    
    1,753Warrant liability
    
    
    9,323
    
    
    
    Short-term convertible debenture, net of discount of $490 plus accrued interest of
$15 at December 31, 2005
    
    
    
    
    
    
    325Current portion of deferred liabilities and revenue
    
    
    341
    
    
    
    30612,339
    
    
    
    3,423Secured convertible notes, related party, net of discount of $705 and $694 plus accrued
interest of $383 and $307 at September 30, 2006 and December 31, 2005, respectively
    
    
    3,384
    
    
    
    5,354Secured convertible notes, net of discount of $3,741 plus accrued interest of $255 at
September 30, 2006
    
    
    2,007
    
    
    
    Long-term deferred liabilities and revenue, net of current portion
    
    
    2,033
    
    
    
    2,289Total long-term liabilities
    
    
    7,424
    
    
    
    7,643Stockholders (Deficit) Equity :Subscribed Stock
    
    
    
    
    
    
    237Common stock, $.0025 par value, 3,500,000,000 and 170,000,000 shares authorized;
865,182,432 and 71,660,101 shares issued and outstanding at September 30, 2006
and December 31, 2005, respectively
    
    
    2,163
    
    
    
    179Warrants
    
    
    2,610
    
    
    
    21,201Additional paid-in capital
    
    
    136,712
    
    
    
    321,448Accumulated (deficit)
    
    
    (150,330
    )
    
    
    (348,715
    )Total stockholders (deficit)
    
    
    (8,845
    )
    
    
    (5,650
    )$
    10,918
    
    
    $
    5,416
 See accompanying notes to condensed financial statements.
 3




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The Immune Response Corporation
 
 Condensed Statements of Operations
 (in thousands, except for per share amounts)
 (unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Licensed research revenue
    
    $
    4
    
    
    $
    4
    
    
    $
    12
    
    
    $
    12Contract research revenue
    
    
    2
    
    
    
    7
    
    
    
    16
    
    
    
    216
    
    
    
    11
    
    
    
    28
    
    
    
    33Expenses:Research and development
    
    
    2,551
    
    
    
    2,511
    
    
    
    7,959
    
    
    
    7,980General and administrative
    
    
    1,415
    
    
    
    794
    
    
    
    3,743
    
    
    
    2,5413,966
    
    
    
    3,305
    
    
    
    11,702
    
    
    
    10,521Other income and (expense):Interest expense  including non-cash accretion
of $1,586 and $229 for three months and
$5,074 and $1,098 for nine months, respectively
    
    
    (1,929
    )
    
    
    (366
    )
    
    
    (6,791
    )
    
    
    (1,521
    )Investment income
    
    
    80
    
    
    
    9
    
    
    
    144
    
    
    
    80Gain on warrant liability marked to fair value
    
    
    4,621
    
    
    
    
    
    
    
    230,801
    
    
    
    Beneficial inducement cost
    
    
    
    
    
    
    
    
    
    
    (14,095
    )
    
    
    (1,201
    )2,772
    
    
    
    (357
    )
    
    
    210,059
    
    
    
    (2,642
    )Net income (loss)
    
    
    (1,188
    )
    
    
    (3,651
    )
    
    
    198,385
    
    
    
    (13,130
    )Less preferred stock dividends
    
    
    
    
    
    
    (86
    )
    
    
    
    
    
    
    (271
    )Less preferred stock beneficial inducement cost
    
    
    
    
    
    
    (950
    )
    
    
    
    
    
    
    (950
    )Net income (loss) attributable to common stockholders
    
    $
    (1,188
    )
    
    $
    (4,687
    )
    
    $
    198,385
    
    
    $
    (14,351
    )Basic income (loss) per share:Net income (loss)
    
    $
    (0.00
    )
    
    $
    (0.07
    )
    
    $
    0.48
    
    
    $
    (0.26
    )Net income (loss) attributable to common
stockholders
    
    $
    (0.00
    )
    
    $
    (0.09
    )
    
    $
    0.48
    
    
    $
    (0.29
    )Diluted (loss) per share:Net (loss)
    
    $
    (0.00
    )
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    (0.26
    )Net (loss) attributable to common stockholders
    
    $
    (0.00
    )
    
    $
    (0.09
    )
    
    $
    (0.02
    )
    
    $
    (0.29
    )
 See accompanying notes to condensed financial statements.
 4




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The Immune Response Corporation
 
 Condensed Statements of Cash Flows
 (in thousands)
 (unaudited)
 Nine months ended September 30,2006
    
    
    2005Cash Flows From Operating Activities:Net income (loss)
    
    $
    198,385
    
    
    $
    (13,130
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    1,185
    
    
    
    1,231Noncash loan fees
    
    
    1,113
    
    
    
    Operating expenses paid with common stock and warrants
    
    
    
    
    
    
    261Share-based compensation expense
    
    
    742
    
    
    
    12Deferred liabilities and revenue
    
    
    (221
    )
    
    
    (175
    )Accrued interest, related party
    
    
    258
    
    
    
    (959
    )Accrued interest, not related party
    
    
    315
    
    
    
    Accretion of notes, related party
    
    
    540
    
    
    
    992Accretion of short-term convertible debenture and secured convertible notes,
not related party
    
    
    4,534
    
    
    
    106Gain on warrant liability marked to fair value
    
    
    (230,801
    )
    
    
    Beneficial inducement cost
    
    
    14,095
    
    
    
    1,201Changes in operating assets and liabilities:Prepaid expenses
    
    
    54
    
    
    
    206Accounts payable
    
    
    (621
    )
    
    
    335Accrued expenses
    
    
    680
    
    
    
    (327
    )Net cash used in operating activities
    
    
    (9,742
    )
    
    
    (10,247
    )Cash Flows From Investing Activities:Long-term restricted escrow account utilized to pay rent expense
    
    
    25
    
    
    
    Purchase of property and equipment
    
    
    (30
    )
    
    
    (71
    )Net cash used in investing activities
    
    
    (5
    )
    
    
    (71
    )Cash Flows From Financing Activities:Net proceeds from common stock sold under the Standby Equity Distribution Agreement
    
    
    1,139
    
    
    
    1,850Proceeds from secured convertible notes, non-related party
    
    
    7,700
    
    
    
    Proceeds from secured convertible notes, related party
    
    
    550
    
    
    
    890Payments on short-term convertible debenture
    
    
    (548
    )
    
    
    Proceeds from warrant exercises, net of $300 undeposited proceeds
    
    
    9,621
    
    
    
    Net proceeds from exercises of Unit Purchase Options
    
    
    
    
    
    
    18Offering costs for debt and equity transactions
    
    
    (2,241
    )
    
    
    (234
    )Net cash provided by financing activities
    
    
    16,221
    
    
    
    2,524Net increase (decrease) in cash and cash equivalents
    
    
    6,474
    
    
    
    (7,794
    )Cash and cash equivalents  beginning of year
    
    
    146
    
    
    
    8,798Cash and cash equivalents  end of period
    
    $
    6,620
    
    
    $
    1,004Supplemental Disclosure of Cash Flow Information:Interest paid
    
    $
    35
    
    
    $
    1,379Supplemental Disclosure of Noncash Information:Reclassification of equity to derivative liability, net
    
    $
    240,124
    
    
    $
    Warrants issued for offering costs
    
    $
    20,607
    
    
    $
    Series A preferred stock converted into common stock
    
    $
    
    
    
    $
    13,952Common stock issued for payment of accumulated dividends on Series A preferred stock
and beneficial inducement cost for Series A preferred stock conversion
    
    $
    
    
    
    $
    1,587Debt discounts on secured convertible notes due to allocation of proceeds to warrants and
beneficial conversion costs
    
    $
    8,250
    
    
    $
    719Convertible promissory notes and interest converted into common stock
    
    $
    2,266
    
    
    $
    Convertible promissory note, related party and interest converted into common stock
    
    $
    2,768
    
    
    $
    1,467Warrants issued for loan fees
    
    $
    1,113
    
    
    $
    Additional debt discount allocated to short-term convertible debenture for antidilution
adjustment
    
    $
    85
    
    
    $
    Secured convertible debenture converted into common stock
    
    $
    252
    
    
    $
    Common stock issued for consulting services and offering costs
    
    $
    
    
    
    $
    567Common stock issued for 401(k) plan
    
    $
    190
    
    
    $
    219
 See accompanying notes to condensed financial statements
 5




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
 Note 1  Interim Financial Statements:
   Fair Value of Financial Instruments
  Share-Based Compensation
    Stock-based Compensation Information under FAS No. 123R
   6




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
 Three Months
    
    Three MonthsEnded
    
    EndedJune 30, 2006
    
    March 31, 2006Risk-free interest rate
    
    
    5.10
    %
    
    
    4.82
    %Volatility
    
    
    159.65
    %
    
    
    140.00
    %Forfeiture rate
    
    
    22.07
    %
    
    
    22.72
    %Expected life in years
    
    
    5
    
    
    
    5Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    Pro Forma Information under FAS No. 123 for Periods Prior to 2006
   Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2005
    
    
    September 30, 2005Net loss attributable to common stockholders:As reported
    
    $
    (4,687,000
    )
    
    $
    (14,351,000
    )Stock-based employee compensation benefit included in net loss
    
    
    (6,000
    )
    
    
    (197,000
    )Fair value of stock-based employee compensation
    
    
    (291,000
    )
    
    
    (1,150,000
    )Pro forma
    
    $
    (4,984,000
    )
    
    $
    (15,698,000
    )Net loss per share (basic and diluted):As reported
    
    $
    (0.09
    )
    
    $
    (0.29
    )Pro forma
    
    $
    (0.09
    )
    
    $
    (0.31
    )
  7




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
 Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30, 2005
    
    September 30, 2005Risk-free interest rate
    
    
    4.18
    %
    
    
    4.03
    %Volatility
    
    
    118.08
    %
    
    
    122.47
    %Expected life in years
    
    
    5
    
    
    
    5Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
  Note 2  The Company:
  ®
  Note 3  Going Concern:
     8




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
 Note 4  Net Income (Loss) per Share:
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2006
    
    
    September 30, 2006Net income (loss) used in computing basic net income (loss) per share
    
    $
    (1,188,000
    )
    
    $
    198,385,000Impact of assumed conversions:8% interest on convertible debentures
    
    
    193,000
    
    
    
    573,000Impact of equity classified as liability:Gain on warrant liability marked to fair value
    
    
    (4,621,000
    )
    
    
    (230,801,000
    )Net loss used in computing diluted net loss per share
    
    $
    (5,616,000
    )
    
    $
    (31,843,000
    )
   Note 5  Short-Term Convertible Debenture:
       9




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
   Note 6  Secured Convertible Notes, Related Party:
         10




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
  Note 7  Standby Equity Distribution Agreement:
   Note 8  2006 Private Placement:
      Convertible Notes:
 11




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
  2006 Private Placement
    
    2006 Private Placement
    
    Total 2006 PrivateSecured Convertible
    
    Secured Convertible
    
    Placement SecuredNotes  Not Related Party
    
    Notes - Related Party
    
    Convertible NotesGross Proceeds
    
    $
    7,700,000
    
    
    $
    300,000
    
    
    $
    8,000,000Allocation of Proceeds to Warrants and
Beneficial Conversion Feature
    
    
    (7,700,000
    )
    
    
    (300,000
    )
    
    
    (8,000,000
    )Initial Net Book Balance
    
    
    
    
    
    
    
    
    
    
    Add: Discount Accretion
    
    
    3,959,000
    
    
    
    96,000
    
    
    
    4,055,000Add: Accrued Interest, net of conversions
    
    
    255,000
    
    
    
    14,000
    
    
    
    269,000Less: Conversions
    
    
    (2,207,000
    )
    
    
    
    
    
    
    (2,207,000
    )Net Book Balance at September 30, 2006
    
    $
    2,007,000
    
    
    $
    110,000
    
    
    $
    2,117,000
 Investor Warrant Exercises:
  Registration Rights:
  Warrants Issued for Limited Recourse Support:
 Commissions Paid and Warrants Issued to Placement Agent:
 12




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
   Antidilution Adjustments:
  Note 9  Warrant Liability:
    March 7, 2006
    
    March 31, 2006
    
    June 30, 2006
    
    September 30, 2006Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility  based on
the Companys three year
historical rate
    
    
    135.58
    %
    
    
    139.61
    %
    
    
    162.62
    %
    
    
    243.95
    %Risk-free interest rate
    
    
    4.79
    %
    
    
    4.83
    %
    
    
    5.13
    %
    
    
    4.62
    %Company common stock price
    
    $
    0.2400
    
    
    $
    0.1100
    
    
    $
    0.0225
    
    
    $
    0.0170
    13




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
   Note 10  Commitments and Contingencies:
 Contingencies
 In re Immune Response Securities Litigation
    Note 11  Income Taxes:
  14




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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
 Note 12  Subsequent Events:
   
 15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   Liquidity and Capital Resources
       16




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17




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Results of Operations
 Three and Nine Months Ended September 30, 2006 Compared to Three and Nine Months Ended September
30, 2005.
    18




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March 7,
    
    March 31,
    
    June 30,
    
    September 30,2006
    
    2006
    
    2006
    
    2006Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility  based on
the Companys three year historical rate
    
    
    135.58
    %
    
    
    139.61
    %
    
    
    162.62
    %
    
    
    243.95
    %Risk-free interest rate
    
    
    4.79
    %
    
    
    4.83
    %
    
    
    5.13
    %
    
    
    4.62
    %Company common stock price
    
    $
    0.2400
    
    
    $
    0.1100
    
    
    $
    0.0225
    
    
    $
    0.0170
          19




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Critical Accounting Policies and Estimates
  Warrant Liability
  Registration Rights
  Share-Based Compensation
   Intangibles and Other Long-Lived Assets
  20




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
  21




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 In
re Immune Response Securities Litigation
   
 Item 1A. Risk Factors
  We need more cash immediately, and also on an ongoing basis.
    
    
    the timing of approval to begin new clinical trials;
    
    our ability to raise additional funding and the amounts raised, if any;
    
    the time and cost involved in obtaining regulatory approvals;
    
    continued scientific progress in our research and development programs;
 22




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
    
    the scope and results of preclinical studies and clinical trials;
    
    the cost of manufacturing scale-up;
    
    the costs involved in filing, prosecuting and enforcing patent claims;
    
    competing technological and market developments;
    
    effective commercialization activities and arrangements;
    
    the costs of defending against and settling lawsuits; and/or
    
    other factors not within our control or known to us.
  
    
    obtaining regulatory approvals;
    
    our research and development programs;
    
    our preclinical and clinical trials; and/or
    
    scaling up manufacturing.
  
    
    overall financial market conditions;
    
    the security interest in substantially all of our assets in respect of an aggregate
principal amount of $9,198,000 as of September 30, 2006;
    
    Potential dilution which would occur upon the exercise or conversion of outstanding
derivative securities which overlie 1,452,000,000 shares of our common stock.
 Our independent registered public accountants have expressed substantial doubt as to our ability to
continue as a going concern.
  Our previous 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.
  23




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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.
    24




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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.
         25




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None of our current clinical trials is being conducted in the United States.
  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.
  26




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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.
  27




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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 20% of our
outstanding common stock and has the rights to acquire approximately 364,005,000 additional shares
of our common stock, which could theoretically result in ownership of up to approximately 43% 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.
 In
re Immune Response Securities Litigation
  28




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Our reporting of profits may confuse investors and result in lawsuits against us.
  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.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  29




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Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 ExhibitNumber
    
    Description of Document10.208
    
    Amendment to Service Agreement
dated July 1, 2006 between us and ROI Group.10.209
    
    October 26, 2006 Notice of Cancellation of the Amendment to Service Agreement dated July 1, 2006 between us and the ROI Group31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).31.2
    
    Certification of the Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).32.1
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule
13a-14(b).32.2
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule
13a-14(b).
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##### Table of Contents



SIGNATURES
  THE IMMUNE RESPONSE CORPORATIONDate: November 13, 2006
    
    By:
    
    /s/ Michael K. GreenMichael K. Green,Chief Operating Officer &Chief Financial Officer
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##### Table of Contents



ExhibitNumber
    
    Description of Document10.208
    
    Amendment to Service Agreement
dated July 1, 2006 between us and ROI Group.10.209
    
    October 26, 2006 Notice of
Cancellation of the Amendment to Service Agreement dated July 1, 2006 between us and the ROI Group.31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).31.2
    
    Certification of the Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).32.1
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule
13a-14(b).32.2
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule
13a-14(b).
 32