Exhibit 3.01
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): August 2, 2016 (August 1, 2016)
____________________
Inspyr Therapeutics, Inc
(Exact name of registrant as specified in Charter)
| Delaware | 0001421204 | 20-0438951 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (IRS Employee Identification No.) |
2511 N Loop 1604 W, Suite 204
San Antonio, TX 78258
(Address of Principal Executive Offices)
210-479-8112
(Issuer Telephone number)
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective August 1, 2016, GenSpera, Inc. (“Company”), pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation (“Certificate of Amendment”) filed with the Secretary of State of the State of Delaware, changed the Company’s corporate name from GenSpera, Inc. to Inspyr Therapeutics, Inc. The name change was made pursuant to Section 242 of the Delaware General Corporation Law (“DGCL”). Under the DGCL, the Certificate of Amendment did not require shareholder approval to effect the name change. A copy of the Certificate of Amendment as filed, is attached as Exhibit 3.01 hereto and incorporated by reference.
The name change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation in connection with the name change.
Effective August 1, 2016, the Company’s common stock, which trades on the OTCQB tier of the OTC Markets Group, Inc. ceased trading under the ticker symbol “GNSZ” and will commence trading under the new ticker symbol “NSPX” on August 2, 2016. Along with the ticker change, the Company’s common stock has also been assigned a new CUSIP number of 45782A106. Outstanding stock certificates for shares of the Company are not affected by the name change and will continue to be valid and need not be exchanged.
On August 1, 2016, the Company announced the name and ticker symbol change via a press release. A copy of the press release is attached hereto as Exhibit 99.01.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
|
| 3.01 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| 99.01 | Press Release dated August 1, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2016
| Inspyr Therapeutics, Inc | |||
| By: | /s/ Russell Richerson | ||
|
Russell Richerson
Chief Operating Officer and Interim Chief Executive and
|
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INDEX OF EXHIBITS
|
Exhibit No. |
Description |
|
| 3.01 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| 99.01 | Press Release dated August 1, 2016 |
Exhibit 3.01
Exhibit 99.01
GenSpera Announces Name Change to Inspyr Therapeutics
SAN ANTONIO (August 1, 2016) – GenSpera, Inc. (OTC/QB: GNSZ), a clinical-stage biotechnology company developing a novel prodrug therapeutic for the treatment of cancer, announces that it will change its corporate name to Inspyr Therapeutics, Inc. and will begin trading on the OTCQB under the ticker symbol NSPX effective August 2, 2016. The Company will also unveil a new corporate website at www.inspyrtx.com.
“The changing of our corporate name is a first step in a number of upcoming actions that will define our path forward and our focus on building shareholder value,” said Peter E. Grebow, Ph.D., Interim Chairman. “Our new corporate name, Inspyr Therapeutics, reflects the significant potential we see with the novel prodrug mipsagargin and our Company’s future potential.”
About Inspyr Therapeutics
Inspyr Therapeutics, Inc. (formerly known as GenSpera, Inc.) is developing a novel technology platform that combines a powerful cytotoxin (thapsigargin) with a patented prodrug delivery system that targets the release of drugs within solid tumors without the side effects of chemotherapeutic agents. Mipsagargin, its lead drug candidate, has been studied in a Phase 2 clinical trial in patients with hepatocellular carcinoma (liver cancer) and has been granted Orphan Drug designation by the U.S. Food and Drug Administration (FDA) in this indication. Mipsagargin is being evaluated in other therapeutic areas within oncology. For additional information on Inspyr Therapeutics, visit www.inspyrtx.com
Cautionary Statement Regarding Forward-Looking Information
This communication may contain forward-looking statements. Investors are cautioned that statements in this document regarding potential applications of GenSpera’s technologies or the future prospects of the company constitute forward-looking statements that involve risks and uncertainties, including, without limitation, risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights and the acceptance of GenSpera’s proposed therapies by the health community. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties will be detailed from time to time in GenSpera's periodic reports filed with the Securities and Exchange Commission.
Investor Contacts:
LHA
Jody Cain
jcain@lhai.com
310-691-7100
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