Current Report Filing (8-k)
September 30 2019 - 4:40PM
Edgar (US Regulatory)
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
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000-55331
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20-0438951
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(IRS
Employee
Identification No.)
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
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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).
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Item 9.01
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Financial Statement and Exhibits.
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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
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Inspyr Therapeutics, Inc.
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By:
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/s/
Michael Cain
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Michael Cain
Chief Executive Officer
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INDEX OF EXHIBITS