UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): FEBRUARY 18, 2005
IR BIOSCIENCES HOLDINGS, INC.
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(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
DELAWARE 033-05384 13-3301899
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(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
4021 N. 75TH STREET, SUITE 201
SCOTTSDALE, AZ 85251
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(480) 922-3926
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(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):
[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On February 18, 2005, IR Biosciences Holdings, Inc. (the "Company") extended its
tender offer from 9:00 am, Pacific Standard Time, February 22, 2005 to the new
expiration date of 9:00 am, Pacific Standard Time, March 4, 2005. As previously
disclosed in a Tender Offer Statement on Schedule TO initially filed with the
Securities and Exchange Commission on January 24, 2005, the Company commenced an
offer on January 24, 2005, to temporarily reduce the exercise price of certain
warrants issued in October 2004 (the "Warrants") from $0.50 to $0.20 per share.
The Notice Letter to Warrant Holders informing holders of the extension of the
offer is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Notice Letter to Warrant Holders, dated February 18, 2005,
informing holders of the extension of the offer.
SIGNATURE
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.
Date: February 18, 2005 BY: /s/ Michael Wilhelm
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Michael Wilhelm
President
(Duly Authorized Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Notice Letter to Warrant Holders, dated February 18, 2005,
informing holders of the extension of the offer.