Current Report Filing (8-k)
January 12 2021 - 7:02AM
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): January 12, 2021
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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2629
Townsgate Road, Suite 215
Westlake
Village CA 91361
(Address
of Principal Executive Offices)
818-597-7552
(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 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. ☐
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On
January 12, 2021, Inspyr Therapeutics, Inc. (“Company”) sold $500,000 of senior convertible debentures (“Debenture”)
for (i) $500,000 for cash to an existing institutional investor (the “Investor”) of the Company.
The
Debenture (i) is non-interest bearing, (ii) has a maturity date of January 12, 2022, (iii) is 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 9.99%, and (iv) has a conversion price equal to the lesser of $0.33 and 85% of the lowest Volume Weighted Average
Price (VWAP) during the five (5) Trading Days immediately prior to the conversion date, subject to adjustment, as described
therein.
The
Debenture also contains provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions.
The Investor also has the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the Debentures
contains 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 Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or
all of the Debenture for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more
fully described in the Debenture.
Without
the approval of the Debenture holder, 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 Debenture 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.
On
January 12, 2021, the Company announced the sale of the Debenture. A copy of the press release is attached as Exhibit 99.01.
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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:
January 12, 2021
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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