Current Report Filing (8-k)
June 29 2020 - 3:10PM
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): June 29, 2020 (June 26, 2020)
Inspyr
Therapeutics, Inc.
(Exact
name of registrant as specified in Charter)
Delaware
|
|
0001421204
|
|
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 Class
|
|
Trading
Symbol
|
|
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 May 15,
2020, 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
June 10, 2020, the Board approved a one-for-thirty (1-for-30) 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 June 26, 2020 (“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 thirty (30) 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 June 30, 2020. The Company’s trading symbol will remain “NSPX.”. The new CUSIP number for the Common Stock
following the Reverse Stock Split is 45782A 403.
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.
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:
June 29, 2020
|
Inspyr
Therapeutics, Inc.
|
|
|
|
|
By:
|
/s/
Michael Cain
|
|
|
Michael
Cain
Chief
Executive Officer
|
INDEX
OF EXHIBITS
3