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): July 1930, 2010

IR BIOSCIENCES HOLDINGS, INC.

(Exact name of registrant specified in charter)

Delaware	033-05384	13-3301899
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8777 E. Via de Ventura, Suite 280, Scottsdale, Arizona 85258

(Address of principal executive offices) (Zip Code)

(480) 922-3926

(Registrant’s telephone number, including area code)

(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	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

		Page
Facing Page		1
Item 1.01. Entry into a Material Definitive Agreement.		3
Item 9.01. Financial Statements and Exhibits.		4
Signatures		5
Exhibit Index		6

Table of Contents

		Page

Facing Page		1
Item 1.01	Entry into a Material Definitive Agreement	3
Item 3.02	Unregistered Sale of Equity Securities	4
Item 8.01	Other Events	4
Item 9.01	Financial Statements and Exhibits	5
Signatures		6
Exhibit Index		7

~~Item~~Table ~~1.01.~~of ~~Entry into a Material Definitive Agreement.~~Contents

OnItem July 19, 2010 IR BioSciences Holdings, Inc. (the “Company”) entered into a Letter Amendment Agreement with YA Global Investments, L.P. (“YA Global”) to amend a secured convertible debenture dated January 3, 2008 (as amended by Amendment No. 1 ~~to Secured Convertible Debentures, dated July 18, 2008 and Amendment No~~. ~~2 to Secured Convertible Debenture due December 31, 2010, dated August 7, 2008) and subsequently a secured convertible debenture dated June 12, 2008 (as amended by Amendment No~~01. 1Entry to Secured Convertible Debentures, dated July 18, 2008 and Amendment No. 2 to Secured Convertible Debenture due May 31, 2011, dated August 7, 2008) (collectively, the “Principal Debentures”). In addition, the Letter Amendment Agreement amends, restates and consolidates into ~~one~~a ~~debenture~~Material ~~all~~Definitive ~~0% Interest Convertible Debentures issued quarterly beginning September 30, 2008 through June 30, 2010 (the “Interest Debenture”) and amends the January 2008 Warrant and the August 2008 Warrant.~~Agreement

~~The~~On ~~Company~~September ~~and~~15, YA2010 ~~Global~~IR ~~have~~BioSciences ~~agreed~~Holdings, ~~to:~~Inc. (~~i) amend~~ the ~~January~~“Company”) ~~2008~~entered ~~Debenture~~into ~~and~~a ~~the~~Securities ~~June~~Exchange ~~2008~~Agreement ~~Debenture~~with toBrencourt ~~change the Maturity Dates to December 31~~Advisors, ~~2011;~~LLC (ii“Brencourt”) ~~increase the annual interest rate from 10~~.0% The ~~to 13.0%; (iii) eliminate the $1~~agreement,~~500,000~~ ~~optional~~which ~~redemption~~has ~~provision;~~an ~~(iv)~~effective ~~reduce~~date ~~the~~of ~~Conversion~~July ~~Price;~~30, ~~(v)~~2010, ~~lower~~exchanges ~~the~~certain ~~exercise~~10% ~~price~~Secured ofConvertible ~~the~~Debentures ~~January 2008 and~~ (“August 2008 ~~warrants~~Debentures”), toas ~~a range between $0.13 and $0.45; and~~amended, ~~(vi)~~due ~~require~~August ~~the Company pay a monthly amount of $42~~8,~~000~~ ~~in cash~~2013, ~~stock~~pursuant ~~or a combination thereof~~ to ~~YA Global as~~ a ~~reduction~~Securities ofPurchase ~~outstanding~~Agreement ~~debt~~dated ~~obligation.~~August In8, ~~respect to the January~~ 2008 ~~Debenture and the June 2008 Debenture~~, ~~the~~among ~~“Conversion Price” in effect on any Conversion Date (a) prior to~~ the ~~occurrence~~Company ~~of any Triggering Event, shall be (i) for the first $1,500,000 converted, $0.13,~~ and ~~(ii) for~~ the ~~remaining $500~~investors,~~000~~ ~~converted, $0.17;~~ and ~~(b) following the occurrence of any Triggering Event~~, ~~shall~~certain beother ~~eighty~~Secured ~~percent~~Convertible ~~(80%)~~Debentures ~~of the lowest daily Volume Weighted Average Price for the thirty~~ (~~30) Trading Days immediately prior to the applicable Conversion Date. In respect of the June 2008 Debenture, the~~ “~~Conversion~~Interest ~~Price”~~Payment ~~in effect on any Conversion Date (a~~Debentures”) ~~prior~~issued toin ~~the~~satisfaction ~~occurrence~~ of ~~any~~certain ~~Triggering~~interest ~~Event,~~payments ~~shall~~under ~~be (i) for~~ the ~~first~~August ~~$500,000~~2008 ~~converted,~~Debentures ~~$0.17,~~ and ~~(ii)~~collectively ~~for~~with the ~~remaining~~August ~~$500,000~~2008 ~~converted~~Debentures, ~~$0.22; and~~ (~~b) following~~ the ~~occurrence of any Triggering Event~~“Debentures”), ~~shall be eighty percent (80%) of the lowest daily Volume Weighted Average Price~~ for ~~the~~Convertible ~~thirty~~Preferred ~~(30) Trading Days immediately prior to the applicable Conversion Date~~Stock. In ~~respect of the Interest Debenture~~addition, the ~~“Conversion~~Securities ~~Price”~~Exchange inAgreement ~~effect~~amends ~~on any Conversion Date (a) prior to~~ the ~~occurrence~~August of2008 ~~any Triggering Event, shall be in a range of $0~~Warrant.25 to $0.45; (b) following the occurrence of any Triggering Event, shall be eighty percent (80%) of the lowest daily Volume Weighted Average Price for the thirty (30) Trading Days immediately prior to the applicable Conversion Date.

OnThe ~~each~~Company ~~applicable~~and ~~Installment~~Brencourt ~~Date,~~have ~~the~~agreed ~~Company shall pay~~ to ~~the~~exchange ~~Holder of this Debenture the Installment Amount due on such date by converting such Installment Amount into~~ shares of ~~Common~~Convertible ~~Stock~~Preferred ~~of the Company at the lowest Conversion Price then available with respect to such Common~~ Stock, ~~provided~~having ~~that there is not then~~ an ~~Equity~~aggregate ~~Conditions~~Stated ~~Failure~~Value (aof ~~“Company Conversion”); provided~~$5, ~~however~~916,667 ~~that~~for the ~~Company~~cancellation ~~may, at its option following notice to the Holder, redeem such Installment Amount (a “Company Redemption”) or by any combination~~ of ~~a Company Conversion and a Company Redemption so long as all of~~ the ~~outstanding~~Debentures ~~applicable Installment Amount shall be converted~~ and~~/or~~ ~~redeemed by the Company on the applicable Installment Date. So long as no Event of Default has occurred and is continuing and the Company has paid~~ to ~~the~~reduce ~~Holder of this Debenture~~ the ~~Installment~~Exercise ~~Amount~~Price ~~on each applicable Installment Date, the Holder shall not convert any portion~~ of ~~this Debenture during~~ the ~~calendar~~August ~~month~~2008 ~~immediately~~Warrant from ~~following~~$2.00 ~~the~~to ~~applicable Installment Date~~$0.30.

~~The~~Pursuant ~~January~~to ~~2008 Debentures and~~ the ~~June~~Securities ~~2008~~Exchange ~~Debentures~~Agreement ~~were~~and ~~sold~~the ~~pursuant~~approval ~~to a securities purchase agreement dated as~~ of ~~January 3, 2008 (~~the ~~“Agreement”)~~Company’s ~~(as~~Board ~~amended~~of ~~by Amendment No. 1 to Secured Convertible Debentures~~Directors, ~~dated~~on July 1813, ~~2008~~2010 ~~and~~the ~~Amendment~~Company ~~No.~~filed 2a toCertificate ~~Secured~~of ~~Convertible~~Designation ~~Debenture~~with ~~Due~~the ~~December~~Secretary ~~31,~~of ~~2010,~~State ~~dated~~of ~~August~~Delaware ~~7, 2008)~~ providing for the issuance of ~~(i) convertible debentures in an aggregate principal amount~~ up to $3100,000~~,000~~ ~~(collectively,~~shares ~~the~~of ~~“Convertible~~a ~~Debentures”)~~series ~~which~~of ~~are~~preferred ~~convertible~~stock ~~into~~for ~~shares~~cash ~~(the~~or ~~“Conversion~~exchange ~~Shares”)~~ of ~~the~~other ~~Company’s common stock~~securities, ~~par~~rights ~~value~~or ~~$.001~~property ~~per~~and ~~share~~to ~~(the~~fix ~~“Common Stock”),~~ and ~~(ii)~~determine ~~warrants (~~the ~~“Warrants”)~~designations, topowers, ~~purchase~~rights, 1preferences,~~500~~ restrictions,~~000~~ ~~shares~~qualifications, oflimitations ~~Common~~and ~~Stock~~other ~~(the~~matters ~~“Warrant~~relating ~~Shares”).~~to ~~The~~such ~~initial~~series ~~closing~~ of ~~the~~preferred ~~Agreement~~stock. The ~~occurred~~series onof ~~January~~preferred 3,stock ~~2008,~~was atdesignated ~~which~~as ~~time~~ the Company’s ~~sold~~Series toA YA5% ~~Global~~Convertible $2Preferred ~~million~~Stock ofand the ~~Debentures~~number ~~and~~of ~~the~~shares ~~Warrants,~~designated ~~and~~shall onbe ~~June~~up 12to 100,000. Each ~~2008~~share ~~the~~of ~~Company~~Preferred ~~exercised~~Stock ~~its~~shall ~~option~~have toa ~~sell~~par ~~and~~value ~~issue~~of to$.001 YAper ~~Global~~share anand ~~additional~~a $1stated ~~million~~value ofequal ~~the~~to ~~Debentures~~$1,000.

~~The~~Holders ~~summary~~shall ofbe ~~the~~entitled ~~Letter~~to ~~Amendment~~receive, ~~Agreement~~and ~~set~~the ~~forth~~Corporation ~~above~~shall dopay, ~~not~~cumulative ~~purport~~dividends toat bethe arate ~~complete~~per ~~statement~~share of(as ~~the~~a ~~terms~~percentage of ~~these~~the ~~documents. This~~Stated ~~summary~~Value isper ~~qualified~~share) inof ~~its~~5% ~~entirety~~per byannum, ~~reference~~payable toquarterly ~~the~~on ~~full~~January ~~text~~1, ofApril ~~Letter~~1, ~~Amendment~~July ~~Agreement~~1 and ~~the~~October ~~Amended~~1, ~~Restated~~beginning ~~and~~on ~~Consolidated~~the ~~Interest~~first ~~Convertible~~such ~~Debenture~~date after the ~~Letter~~original ~~Agreement~~issue ~~and~~date ~~the~~in ~~Amended~~duly ~~Interest~~authorized, ~~Convertible~~validly ~~Debenture~~issued, ~~attached~~fully topaid ~~this~~and ~~report~~nonassessable asshares ~~Exhibits~~of ~~10.1~~Series ~~and~~A ~~4.1,~~5% ~~respectively,~~Convertible ~~the~~Preferred ~~Convertible~~Stock. The ~~Debenture~~Preferred ~~attached~~Stock asshall ~~Exhibit~~have 4no voting rights.1, ~~the~~Each ~~Common~~share of Preferred Stock ~~Purchase~~shall ~~Warrant~~be ~~attached~~convertible, asat ~~Exhibit~~any ~~4.2,~~time ~~the~~and ~~Agreement~~from ~~attached~~time asto ~~Exhibit~~time ~~10.1,~~from ~~the~~and ~~Guaranty~~after ~~Agreement~~the ~~attached~~original asissue ~~Exhibit~~date ~~10.2,~~at the ~~Security~~option ~~Agreement~~of ~~attached~~the asholder, ~~Exhibit~~into ~~10.3~~that ~~and~~number ~~the~~of ~~Patent~~shares ~~Security~~of ~~Agreement~~Common ~~attached~~Stock as(subject ~~Exhibit~~to ~~10.4,~~certain ~~all~~limitations) todetermined ~~the~~by ~~report~~dividing onthe ~~Form~~Stated ~~8-K~~Value ~~filed~~of onsuch ~~January~~share 9,of ~~2008~~Preferred ~~and~~Stock ~~all~~by ofthe ~~which~~Conversion isPrice ~~incorporated~~of ~~herein~~$0.30, by(subject ~~this~~to ~~reference~~certain adjustments).

~~THIS~~The ~~CURRENT~~Preferred ~~REPORT~~Shares ISare ~~NOT~~subject ANto ~~OFFER~~Beneficial OFOwnership ~~SECURITIES~~Limitation. ~~FOR~~The ~~SALE. ANY~~Corporation ~~SECURITIES~~shall ~~SOLD~~not INeffect ASany ~~DESCRIBED~~conversion ~~ABOVE~~of ~~HAS~~the ~~NOT~~Preferred ~~BEEN~~Stock, ~~REGISTERED~~and ~~UNDER~~a ~~THE~~holder ~~SECURITIES~~shall ~~ACT~~not OFhave ~~1933,~~the ASright ~~AMENDED~~to convert any portion of the Preferred Stock, ~~AND~~to ~~MAY~~the ~~NOT~~extent BEthat ~~OFFERED~~holder ORwould ~~SOLD~~beneficially INown ~~THE~~in ~~UNITED~~excess ~~STATES~~of ~~UNLESS~~4.99% ~~REGISTERED~~of ~~UNDER~~the ~~THE~~number ~~SECURITIES~~of ~~ACT~~shares OFof ~~1933~~the Common Stock outstanding, ASexcept ~~AMENDED~~that a holder, ORupon ~~PURSUANT~~not TOless ANthan ~~EXEMPTION~~61 ~~FROM~~days' ~~SUCH~~prior ~~REGISTRATION~~notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the holder.

At any time while this Preferred Stock is outstanding, if the Corporation or any Subsidiary, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (a "Dilutive Issuance”) then the Conversion Price shall be reduced to equal the lower price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.

~~Item~~Table ~~9.01. Financial~~of ~~Statements and Exhibits.~~Contents

If after the Original Issued Date the VWAP for each of any 30 consecutive Trading Day period, exceeds $1.00 (dsubject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Original Issue Date) ~~Exhibits~~and the volume for each Trading Day during the 30 day period exceeds 400,000 shares of Common Stock (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations the Corporation may cause each holder to convert all or part of such holder's Preferred Stock.

Number	Description
4.1	Amendment Number 3 to 8% Secured Convertible Debenture in the amount of $2,000,000 and $1,000,000, issued to YA Global Investments, L.P., dated January 3, 2008 and June 12, 2008, respectively.
4.2	Amended, Restated and Consolidated Interest Convertible Debenture due December 31, 2011, issued to YA Global Investments, L.P., dated July 19, 2010
4.3	Amendment to Common Stock Purchase Warrant, issued to YA Global Investments, L.P., dated January 3, 2008 and August 7, 2008, respectively.
10.1	Letter Amendment Agreement dated July 19, 2010 between the Company and YA Global.

The summary of the Securities Exchange Agreement set forth above does not purport to be a complete statement of the terms of these documents. This summary is qualified in its entirety by reference to the full text of Securities Exchange Agreement and the Certificate of Designation attached to this report as Exhibits 4.1 and 4.2, respectively. The Secured Convertible Debenture dated August 8, 2008 as Exhibit 4.1, The Common Stock Purchase Warrant as Exhibit 4.2, the Securities Purchase Agreement as Exhibit 10.1, the Guaranty Agreement as Exhibit 10.2, the Security Agreement as Exhibit 10.3, the Patent Security Agreement as Exhibit 10.4, all to the report on Form 8-K filed on August 11, 2008 and all of which is incorporated herein by this reference.

Item 3.02. Unregistered Sale of Equity Securities

The disclosure provided in item 8.01, below, of this Form 8-K is hereby incorporated by reference into this item 3.02 with respect to the terms and sale of, and the financial obligations created by, the Preferred Stock.

Item 8.01. Other Events.

On July 13, 2010 the Company filed a Certificate of Designation with the Secretary of State of Delaware providing for the issuance of up to 100,000 shares of a series of preferred stock for cash or exchange of other securities, rights or property and to fix and determine the designations, powers, rights, preferences, restrictions, qualifications, limitations and other matters relating to such series of preferred stock. The series of preferred stock was designated as the Company’s Series A 5% Convertible Preferred Stock (the "Preferred Stock") and the number of shares designated shall be up to 100,000. Each share of Preferred Stock shall have a par value of $.001 per share and a stated value equal to $1,000. Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the Stated Value per share) of 5% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the original issue date in duly authorized, validly issued, fully paid and nonassessable shares of Series A 5% Convertible Preferred Stock. The Preferred Stock shall have no voting rights. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of Common Stock (subject to certain limitations) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price of $0.30, (subject to certain adjustments).

THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD IN AS DESCRIBED ABOVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number		Description

4.1		Securities Exchange Agreement dated July 30, 2010 between the Company and Brencourt Advisors, LLC.

4.2		Certificate of Designation filed July 13, 2010 with Delaware Secretary of State.

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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.

	Company Name
Date: July 23, 2010	By:	/s/ Michael K. Wilhelm
Date: October 1, 2010	By:	/s/ Michael K. Wilhelm
		Michael K. Wilhelm
		President and Chief Executive Officer (Duly Authorized Officer)

EXHIBIT INDEX

Number	Description
4.1	Amendment Number 3 to 8% Secured Convertible Debenture in the amount of $2,000,000 and $1,000,000, issued to YA Global Investments, L.P., dated January 3, 2008 and June 12, 2008, respectively.
4.2	Amended, Restated and Consolidated Interest Convertible Debenture due December 31, 2011, issued to YA Global Investments, L.P., dated July 19, 2010
4.3	Amendment to Common Stock Purchase Warrant, issued to YA Global Investments, L.P., dated January 3, 2008 and August 7, 2008, respectively.
10.1	Letter Amendment Agreement dated July 19, 2010 between the Company and YA Global

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EXHIBIT INDEX

Number		Description

4.1		Securities Exchange Agreement dated July 30, 2010 between the Company and Brencourt Advisors, LLC.

4.2		Certificate of Designation filed July 13, 2010 with Delaware Secretary of State.

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