Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) Files An 8-K Unregistered Sales of Equity Securities

Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02.

Unregistered Sale of Equity Securities.

The disclosure contained in Item 5.02 of this Current Report on
Form 8-K regarding the issuance of a warrant to purchase shares
of common stock, par value $0.0001 (Common Stock) of Inspyr
Therapeutics, Inc. (the Company) to Russell Richerson, PhD, in
connection with his resignation as chief operating officer is
incorporated by reference in this item 3.02. The warrant is
exempt from the registration requirements of the Securities Act
of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or
Regulation D promulgated thereunder.

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February 28, 2017, Russell Richerson, PhD, resigned as chief
operating officer of the Company, effective immediately. In
connection with his resignation and in consideration of his years
of service, the Company and Dr. Richerson entered into a
separation release of claims agreement (Separation Agreement) to
which the Company: (i) issued Dr. Richerson a warrant to purchase
76,726 shares of Common Stock with an exercise price of $0.75 per
share and a term of three and a half (3.5) years, (ii) agreed to
make the vested portion of any options held by Dr. Richerson,
exercisable at any time during their remaining term regardless of
any termination provisions contained in the applicable equity
compensation plans to which such awards were made (collectively,
the Awards) and (iii) agreed to reduce the exercise prices of
such Awards to $0.75 per share for the duration of their
respective terms. In consideration of the foregoing, Dr.
Richerson agreed to release the Company from any and all claims,
including any rights or obligations as contained in his prior
employment agreement, as amended. A copy of the form of
Separation Agreement is attached as Exhibit 10.01 to this Current

Additionally, to the Separation Agreement, Dr. Richerson entered
into a consulting agreement with the Company for a period of
three (3) months to assist in the transition of his prior duties.
to the consulting agreement, Dr. Richerson will receive
compensation of $10,000 per month.

Item 9.01 Financial Statements and Exhibits.
Exhibit No.



Separation Agreement

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.

Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) Recent Trading Information

Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) closed its last trading session up +0.006 at 0.540 with shares trading hands.

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