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): May 18, 2006
IR BIOSCIENCES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
------------------
(State or other jurisdiction
of incorporation)
033-05384 13-3301899
------------------ ------------------
(Commission (IRS Employer
File Number) Identification No.)
4021 North 75th Street, Suite 201 Scottsdale, Arizona 85251
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
480-922-3926
------------------------------------------------------
Registrant's telephone number, including area code
Not applicable
------------------------------------------------------
(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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) Effective May 18, 2006, Mark L. Witten tendered his resignation as a
director of the registrant, IR BioSciences Holdings, Inc., and its wholly owned
subsidiary, ImmuneRegen BioSciences, Inc. Dr. Witten stated that his resignation
of both directorships was made for personal reasons. No appointment or election
of replacements for Dr. Witten has been made.
SIGNATURES
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: May 22, 2006
By: /s/ Michael K. Wilhelm
------------------------------
Name: Michael K. Wilhelm
Title: Chief Executive Officer