Current Report Filing (8-k)
March 06 2020 - 2:29PM
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): March 6, 2020
Inspyr
Therapeutics, Inc.
(Exact
name of registrant as specified in Charter)
Delaware
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0001421204
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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 Class
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Trading
Symbol
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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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
March 6, 2020, Inspyr Therapeutics, Inc. (“Company”) sold an aggregate of $250,000 of senior convertible debentures
(“Debentures”) for cash to existing accredited institutional investors of the Company (the “Offering”).
The
Debentures issued (i) are non-interest bearing, (ii) have a maturity date of July 16, 2020 and (iii) are convertible into shares
of common stock (“Common Stock”) of the Company at the election of the Investor at any time, subject to a beneficial
ownership limitation of 4.99% which may be increased to 9.99% by the holder upon 61 days’ notice. The Debentures will have
a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lesser of (a) the volume weighted average price on the
trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date.
The
Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions.
The Investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally,
the Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then
applicable conversion price until such time that the Debentures are no longer outstanding. Additionally, the Company has the option
to redeem some or all of the Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by
the Company as more fully described in the Debentures.
Furthermore,
without the approval of the Debenture holders holding at least 67% of the then outstanding principal amount of the Debentures,
the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay
or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash
dividends or distributions on any equity securities of the Company.
The
securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements. This current report shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state.
The
foregoing summary of the Debentures is qualified in its entirety by reference to the full text of such document, a copy of the
form of which is attached hereto as Exhibit 10.01, and which is incorporated herein in its entirety by reference.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The
information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.
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Item
3.02
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Unregistered
Sale of Equity Securities.
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The
information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.
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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:
March 6, 2020
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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
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Chief Executive Officer
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INDEX
OF EXHIBITS
3