Current Report Filing (8-k)
November 27 2020 - 3:26PM
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): November 27, 2020 (November 25, 2020)
Inspyr
Therapeutics, Inc.
(Exact
name of registrant as specified in Charter)
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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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2629
Townsgate Road, Suite 215
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:
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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
November 25, 2020, Inspyr Therapeutics, Inc. (the “Company”) entered into a conversion price adjustment agreement
(the “Agreement”) with Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (collectively,
“Sabby”). Pursuant to the Agreement, approximately $2,383,150 in outstanding senior convertible debentures (the “Debentures”)
held by Sabby were amended such that their conversion prices into common stock (“Common Stock”) of the Company are
equal to the lesser of (i) $0.33 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately
prior to the date of conversion.
The
information set forth herein is qualified in its entirety by the terms contained in the Agreement, a copy of which is attached
to this report as Exhibit 10.01.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
As
previously disclosed in the Definitive Information Statement filed by the Company on November 4, 2020, pursuant to a joint written
consent of the Board of Directors and a majority of the voting power of the Company’s stockholders, the Company’s
shareholders approved amending and restated the Company’s Certificate of Incorporation to (i) increase the Company’s
authorized Common Stock from 150,000,000 shares to 1,000,000,000 shares and (ii) increase
or decrease (but not below the number of shares of such class outstanding) the number of authorized shares of the class of Common
Stock or Preferred Stock by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital
stock of the Company irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law.
The
Company filed the Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate”) with Delaware’s
Secretary of State reflecting the foregoing changes with an effective date and time of November 27, 2020.
The
information set forth herein is qualified in its entirety by the terms contained in the Amended and Restated Certificate, a copy
of which is attached to this report as Exhibit 3.01(i).
Item
9.01 Financial Statement and Exhibits.
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:
November 27, 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
Chief
Executive Officer
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INDEX
OF EXHIBITS