Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) Files An 8-K Entry into a Material Definitive Agreement
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”). 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, 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.
| 3.01(i) | Amended and Restated Certificate of Incorporation |
| 10.01 | Conversion Price Adjustment Agreement |
Inspyr Therapeutics, Inc. Exhibit
EX-3.01(I) 2 inspyrtherapeutics_ex3-01i.htm EXHIBIT 3.01(I) Exhibit 3.01(i) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSPYR THERAPEUTICS,…
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About Inspyr Therapeutics, Inc. (OTCMKTS:NSPX)
Inspyr Therapeutics, Inc., formerly GenSpera, Inc., is an early-stage pharmaceutical company. The Company is focused on the development of prodrug cancer therapeutics for the treatment of solid tumors, including liver, brain, prostate, renal and other cancers. Its technology platform combines a plant-derived cytotoxin (thapsigargin) with a prodrug delivery system that targets the release of the drug within the solid tumor. Its cancer prodrugs provide a targeted therapeutic approach to a range of solid tumors. Its product candidates include Mipsagargin, G-115, G-114 and G-301. Its lead drug candidate, mipsagargin, is activated by the enzyme prostate specific membrane antigen (PSMA), which is found in prostate epithelial cells in the normal prostate, in prostate cancer cells, and in vascular endothelial cells (blood vessels) found in solid tumors. Mipsagargin is in Phase II clinical evaluation in glioblastoma patients.
