Inspyr Therapeutics, Inc. (OTCMKTS:NSPXD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On December 9, 2016, Inspyr Therapeutics, Inc. (Company) entered
into securities purchase agreements (Securities Purchase
Agreement) with certain institutional accredited investors (the
Investors). to the Securities Purchase Agreement, the Company
sold $1,000,000 of the Companys securities (Offering) consisting
of $850,000 in cash and the cancellation of $150,000 of
obligations. The securities consist of approximately: (i) 1,000
shares of Series B 0% Convertible Preferred Stock (Series B
Preferred Stock) with a stated value of $1,000 and which are
immediately convertible into 1,333,336 shares of the Companys
common stock, subject to certain beneficial ownership
limitations, at a conversion price equal to $0.75, subject to
adjustment (Conversion Price), and (ii) an aggregate of 4,000,008
common stock purchase warrants as described below. The Conversion
Price is subject to certain reset adjustments as more fully
described in the Certificate of Designation (as defined below),
including (a) the date of any future amendment to the Companys
certificate of incorporation with respect to a reverse stock
split, (b) the effective dates of the initial registration
statement registering the common shares underlying the Series B
Preferred Stock as required under the Registration Rights
Agreement (defined below) and (c) in certain cases, the six (6)
and twelve (12) month anniversaries of the closing of this
offering if certain registration and public information
requirements are not met. The Series B Preferred Stock also has a
liquidation preference ahead of the Companys common stock and has
anti-dilution protection until such time that the Series B
Preferred Stock is no longer outstanding.
The Investors also received an aggregate of approximately: (i)
1,333,336 Series J common stock purchase warrants (Series J
Warrants), (ii) 1,333,336 Series K common stock purchase warrants
(Series K Warrants) and (iii) 1,333,336 Series L common stock
purchase warrants (Series L Warrants) (collectively, the
Warrants). The Series J Warrants have an exercise price of $0.90
per share, subject to adjustment, and a term of five (5) years
from the date of issuance, the Series K Warrants have an exercise
price of $0.75 per share, subject to adjustment, and a term of
six (6) months from the date of issuance and the Series L
warrants have an exercise price of $0.75, subject to adjustment,
and a term of twelve (12) months from the date of issuance. The
Warrants are immediately exercisable and separately transferable
from the Series B Preferred Stock. In the event that the shares
underlying the Warrants are not subject to a registration
statement at the time of exercise, the Warrants may be exercised
on a cashless basis after 6 months from the issuance date. The
exercise price of the Warrants is subject to certain reset
adjustments as more fully described in the form of Warrants,
including (i) the date of any future amendment to the Companys
certificate of incorporation with respect to a reverse stock
split, (ii) the effective dates of the initial registration
statement registering the common shares underlying the Warrants
as required under the Registration Rights Agreement (defined
below) and (iii) in certain cases, the six (6) and twelve (12)
month anniversaries of the date of issuance of the Warrants if
certain registration and public information requirements are not
met. The Warrants also contain provisions providing for an
adjustment in the underlying number of shares and exercise price
in the event of stock splits or dividends and fundamental
transactions. Additionally, the Warrants contain anti-dilution
protection until such time that the Warrants are no longer
outstanding. The closing of the Offering is anticipated to occur
on or about December 14, 2016, subject to customary closing
conditions.
In connection with the Offering, the Investors also entered in a
registration rights agreement (Registration Rights Agreement). to
the Registration Rights Agreement, the Company agreed to file a
registration statement with the Securities and Exchange
Commission (the Commission) within 30 days from the date of the
Registration Rights Agreement to register the resale of 200% of
the shares of common stock underlying the Series B Preferred
Stock and 100% of the shares of common stock underlying the
Warrants and to maintain the effectiveness thereunder. The
Company also agreed to have the registration statement declared
effective within 60 days from the date of the Registration Rights
Agreement and keep the registration statement continuously
effective until the earlier of (i) the date after which all of
the securities to be registered thereunder have been sold, or
(ii) the date on which all the securities to be registered
thereunder may be sold without volume or manner-of-sale
restrictions and without current public information to Rule 144
under the Securities Act of 1933, as amended. We are also
obligated to pay the Investors, as partial liquidated damages, a
fee of 1.5% of each Investors subscription amount per month in
cash upon the occurrence of certain events, including our failure
to file and / or have the registration statement declared
effective within the time provided.
Rodman Renshaw, a unit of H.C. Wainwright Co., LLC (the Placement
Agent) is acting as the sole placement agent for the Offering.
The Placement Agent is entitled to (i) a commission equal to 10%
of gross proceeds, for an aggregate commission of $100,000 and
(ii) a non-accountable expense allowance equal to 1.0% of the
gross proceeds, or $10,000, and a management fee equal to 1.0% of
the gross proceeds, or $10,000. The Placement Agent has agreed to
take $100,000 worth of compensation in securities, upon the same
terms as the Investors are purchasing in the Offering. The
Placement Agent shall also receive common stock purchase warrants
to purchase such number of shares of common stock equal to 10% of
the shares of common stock issuable upon conversion of the Series
B Preferred Stock sold in the offering to Investors, or 133,334
placement agent warrants with substantially the same terms as the
Series J Warrants (PA Warrants). The Placement Agent will also
receive a cash fee of 10% of gross proceeds received from the
exercise of the Warrants. The Placement Agent shall further have
a right of first refusal for a twelve (12) month period to act as
lead underwriter, placement agent or manager with respect to a
public offering transaction of debt or equity of the Companys
securities.
The Investors were additionally given a right of participation in
future offerings for a period of up to eighteen (18) months from
the date in which the shares underlying the Series B Preferred
Stock and Warrants are registered as contemplated in the
Registration Rights Agreement. The Securities Purchase Agreement
also prohibits the Company from issuing any common stock, subject
to certain exemptions, for a period of 90 days following the
effectiveness of the registration statement as contemplated in
the Registration Rights Agreement without the written approval of
the Investors owning at least 51% of the securities issued in the
Offering. Additionally, until the twelve (12) month anniversary
of such effectiveness of the registration statement, the Company
is prohibited from entering into any agreement to effect any
issuance of common stock in a variable rate transaction.
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 summaries of each of the Securities Purchase
Agreement, Registration Rights Agreement and Warrants are
qualified in their entirety by reference to the full text of each
such document, a copy of the form of each is attached hereto as
Exhibits 10.01, 10.02 and 10.03, respectively, and each of which
is incorporated herein in its entirety by reference.
| Item 3.02 | Unregistered Sale of Equity Securities. |
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.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws. |
The information contained above in Item1.01 is hereby
incorporated by reference into this Item5.03. On December 9,
2016, and in connection with the anticipated issuance of the
Series B Preferred Stock in the Offering, the Company filed a
Certificate of Designation to its Restated Certificate of
Incorporation (Certificate of Designation) with the Secretary of
State of the State of Delaware, authorizing and establishing the
rights, preferences, and privileges of the Series B Preferred
Stock. Copies of the Certificate of Designation relating to the
Series B Preferred Stock and the form of stock certificate are
attached as Exhibits 3.01 and 4.01 to this Current Report on Form
8-K and are incorporated by reference.
| Item8.01 | Other Events. |
On December 12, 2016, the Company announced the Offering in a
press release. A copy of the press release is attached to this
report as Exhibit 99.01.
| Item9.01 | Financial Statement and Exhibits. |
| Exhibit No. | Description | |
| 3.01 | Certificate of Designation | |
| 4.01 | Form of Series B Preferred Stock Certificate | |
| 10.01 | Form of Securities Purchase Agreement | |
| 10.02 | Form of Registration Rights Agreement | |
| 10.03 | Form of Warrant | |
| 99.01 | Press Release Dated December 12, 2016 |
About Inspyr Therapeutics, Inc. (OTCMKTS:NSPXD)
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:NSPXD) Recent Trading Information
Inspyr Therapeutics, Inc. (OTCMKTS:NSPXD) closed its last trading session 00.00 at 2.99 with shares trading hands.