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): September 30, 2019

 

 

 

Inspyr Therapeutics, Inc.

(Exact name of registrant as specified in Charter)

  

Delaware   000-55331   20-0438951
(State or other jurisdiction of
incorporation or organization) 		  (Commission File No.)   (IRS Employee
Identification No.)

 

31200 Via Colinas, Suite 200

Westlake Village CA 91362

(Address of Principal Executive Offices)

 

818-661-6302

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

As previously disclosed in the Definitive Proxy Statement filed by Inspyr Therapeutics, Inc. (the “Company”) on January 22, 2019, on January 7, 2019, pursuant to a written consent, the Company’s shareholders approved a proposal authorizing the board of directors of the Company (“Board”) to effect a reverse stock split of the Company’s common stock, par value $0.0001 (the “Common Stock”).

 

On September 17, 2019, the Board approved a one-for-twenty five (1-for-25) reverse stock split of the Common Stock (“Reverse Stock Split”). In furtherance of the Reverse Stock Split, the Company has filed an amended and restated certificate of incorporation (“Certificate of Incorporation”) with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. Eastern Time on September 30, 2019 (“Effective Time”). Accordingly, at the Effective Time, each of the Company’s Common Stock shareholders will receive one (1) new share of Common Stock for every twenty five (25) shares such shareholder held immediately prior to the Effective Time. The Reverse Stock Split will also affect the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares.

 

As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will be adjusted from 150,000,000 shares to approximately 6,000,000 shares. The number of authorized shares of Common Stock and preferred stock under the Certificate of Incorporation remains the same.

 

Pursuant to the terms of their Certificates of Designation, each Series of the Company’s preferred stock will have the conversion price at which shares of such applicable preferred stock may be converted into shares of Common Stock proportionately adjusted to reflect the Reverse Stock Split.

 

The Common Stock will begin trading on post Reverse Stock Split basis on Pink Sheets of the OTC Markets Group when the market opens on October 1, 2019. The Company’s trading symbol will remain “NSPX.”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 45782A 304.

 

The information set forth herein is qualified in its entirety by the terms contained in the Certificate of Incorporation, a copy of which is attached to this report as Exhibit 3.01(i).

 

Item 9.01 Financial Statement and Exhibits.

 

Exhibit No.   Description
3.01(i)   Amended and Restated Certificate of Incorporation 

 

 

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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: September 30, 2019

 

  Inspyr Therapeutics, Inc.
     
By: /s/ Michael Cain
    Michael Cain
Chief Executive Officer

 

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INDEX OF EXHIBITS

  

Exhibit No.   Description
3.01(i)   Amended and Restated Certificate of Incorporation 

 

 

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Exhibit 3.01(i)

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INSPYR THERAPEUTICS, INC.

a Delaware Corporation

The undersigned does hereby certify on behalf of Inspyr Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, as follows:

FIRST: That the undersigned is the duly elected and acting Chief Executive Officer of the Corporation.

SECOND: That the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on November 21, 2003, under the name “GenSpera, Inc.”

THIRD: That, pursuant to Sections 242 and 245 of the Delaware General Corporation Law (“DGCL”) of the State of Delaware, the Certificate of Incorporation of the Corporation, as amended to the date of the filing of this certificate, is hereby amended and restated in its entirety as set forth in Exhibit A hereto.

FOURTH: That the Amended and Restated Certificate of Incorporation of the Corporation as set forth in Exhibit A hereto has been duly adopted and approved by the board of directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 242 and 245 of the DGCL.

 

FIFTH: That the stockholders of the Corporation approved the amendment via a joint written consent of the board of directors and stockholders in accordance with Section 228 of the DGCL pursuant to which the necessary number of shares as required by statute were voted in favor of the amendment.

 

SIXTH: That the effective date of this Certificate of amended and restated certificate of incorporation shall be 5:00 p.m. Eastern Standard Time on September 30, 2019.

The undersigned hereby further declares and certifies under penalty of perjury that the facts set forth in the foregoing certificate are true and correct to the knowledge of the undersigned, and that this certificate is the act and deed of the undersigned.

Executed on this 19th day of September, 2019.

 

  By:  
    Michael Cain, Chief Executive
    Officer

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Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF INSPYR THERAPEUTICS, INC.

 

ARTICLE I

 

The name of this Corporation is Inspyr Therapeutics, Inc. (this “Corporation”).

 

ARTICLE II

 

The address of the registered office of the corporation in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware, county of Kent, 19904 and the name of its registered agent is COGENCY GLOBAL INC.

 

ARTICLE III

 

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

 

ARTICLE IV

 

On the effective date of this Amended and Restated Certificate of Incorporation, the Corporation will effect a reverse stock split (the "Reverse Stock Split") of its outstanding Common Stock pursuant to which every twenty-five (25) issued and outstanding shares of the Corporation's Common Stock, par value $0.0001 (the "Old Common Stock'') will be reclassified and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.0001 (the "New Common Stock''). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby; provided, further, that no cash will be paid or distributed as a result of the Reverse Stock Split and no fractional shares will be issued. All fractional shares which would otherwise be required to be issued as a result of the Reverse Stock Split will be rounded up to the nearest whole share.

 

After giving effect to the reverse stock split, authorized capital stock of the Corporation shall consist of: (i) One Hundred Fifty Million (150,000,000) shares of New Common Stock having a par value of $0.0001 per share, and (ii) Thirty Million (30,000,000) shares of “blank check” Preferred Stock having a par value of $0.0001 per share. Authority is hereby expressly granted to the board of directors (“Board”) of the Corporation to fix by resolution or resolutions any of the designations, power, preferences and rights, and any of the qualifications, limitations or restrictions which are permitted by the DGCL in respect of any class or classes of Preferred Stock or any series of any class of Preferred Stock of the Corporation.

 

ARTICLE V

 

The Board shall have the power to adopt, amend or repeal the Bylaws.

 

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ARTICLE VI

 

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, provided that this provisions shall not eliminate or limit the liability of a director under applicable law: (i) for any breach of the director’s loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of the law; (iii) for unlawful payment of dividend or unlawful stock purchase or redemption as such liability is imposed under Section 174 of the DGCL; or (iv) for any transaction from which the officer or director derived an improper personal benefit. No amendment to repeal of this Article VI shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

 

 

 

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