REBUS HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Adoption of Agreement and Plan of Merger and Consummation of Reorganization
Pursuant to the Merger Agreement, Merger Sub will merge with Inspyr pursuant to
the filing of a certificate of merger (the "Certificate of Merger"), with Inspyr
surviving as a direct, wholly-owned subsidiary of Holding Company (the
"Merger"). At the effective time of the Merger (the "Effective Time"), subject
to the approval of the
(i) Each outstanding share of Inspyr common stock, par value
("Inspyr Common Stock"), will automatically be converted into one share of
common stock, par value $0.0001 per share, of Holding Company ("Holding
Company Common Stock"), having the same designation, rights, powers, and
preferences, and qualifications, limitations, and restrictions as a share of
Inspyr Common Stock immediately prior to the Reorganization;
(ii) Each outstanding share of Inspyr Series A Convertible Preferred Stock, par
value $0.0001 per share ("Inspyr Series A Stock"), will automatically be
converted into one share of Series A Convertible Preferred Stock par value
$0.0001 per share, of Holding Company ("Holding Company Series A Stock"),
having the same designation, rights, powers, and preferences, and
qualifications, limitations, and restrictions as a share of Inspyr Series A
Stock immediately prior to the Reorganization;
(iii) Each outstanding share of Inspyr Series B Convertible Preferred Stock, par
value $0.0001 per share ("Inspyr Series B Stock"), will automatically be
converted into one share of Series B Convertible Preferred Stock par value
$0.0001 per share, of Holding Company ("Holding Company Series B Stock"),
having the same designation, rights, powers, and preferences, and
qualifications, limitations, and restrictions as a share of Inspyr Series B
Stock immediately prior to the Reorganization;
(iv) Each outstanding share of Inspyr Series C Convertible Preferred Stock, par
value $0.0001 per share ("Inspyr Series C Stock"), will automatically be
converted into one share of Series C Convertible Preferred Stock par value
$0.0001 per share, of Holding Company ("Holding Company Series C Stock"),
having the same designation, rights, powers, and preferences, and
qualifications, limitations, and restrictions as a share of Inspyr Series C
Stock immediately prior to the Reorganization;
(v) Each outstanding share of Inspyr Series D Convertible Preferred Stock, par
value $0.0001 per share ("Inspyr Series D Stock"), will automatically be
converted into one share of Series D Convertible Preferred Stock par value
$0.0001 per share, of Holding Company ("Holding Company Series D Stock"),
having the same designation, rights, powers, and preferences, and
qualifications, limitations, and restrictions as a share of Inspyr Series D
Stock immediately prior to the Reorganization;
(vi) Each outstanding share of Inspyr Series E Convertible Preferred Stock, par
value $0.0001 per share ("Inspyr Series E Stock"), will automatically be
converted into one share of Series E Convertible Preferred Stock par value
$0.0001 per share, of Holding Company ("Holding Company Series E Stock"),
having the same designation, rights, powers, and preferences, and
qualifications, limitations, and restrictions as a share of Inspyr Series E
Stock immediately prior to the Reorganization; and
(vii) Each outstanding share of Inspyr Series F Convertible Preferred Stock, par
value $0.0001 per share ("Inspyr Series F Stock"), will automatically be
converted into one share of Series F Convertible Preferred Stock par value
$0.0001 per share, of Holding Company ("Holding Company Series F Stock"),
having the same designation, rights, powers, and preferences, and
qualifications, limitations, and restrictions as a share of Inspyr Series F
Stock immediately prior to the Reorganization.
Accordingly, upon consummation of the Reorganization (and the Reverse Stock
Split as defined below), Inspyr stockholders will automatically became
stockholders of Holding Company, on a one-for-one basis, with the same number
and approximate ownership percentage of shares of the same class as they held in
Inspyr immediately prior to the Effective Time. The Reorganization is intended
to be a tax-free transaction for
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The Reorganization is being conducted pursuant to Section 251(g) of the General
Corporation Law of the
? Each outstanding and unexpired option to purchase Inspyr Common Stock will
automatically be converted into one share of Holding Company Common Stock; . . .
Item 3.03 Material Modification of Rights of Security Holders.
At the Effective Time of the Merger, each share of capital stock of Inspyr issued and outstanding immediately prior to the Effective Time will automatically convert into a share of the same class or series designation of the Holding Company, having the same designations, rights, powers, and preferences and the qualifications, limitations, and restrictions as such applicable share of Inspyr capital stock immediately prior to the Effective Time.
The information set forth in Item 1.01 under the heading "Adoption of Agreement and Plan of Merger and Consummation of Reorganization" and in Item 5.03 is hereby incorporated by reference in this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 1.01 under the heading "Post Reverse Stock Split and Reorganization Information" is hereby incorporated by reference in this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described in Item 1.01 above under the heading "Reverse Stock Split", Inspyr filed the Amended and Restated Certificate of Incorporation effecting the Reverse Stock Split.
Upon consummation of the Reorganization, the Amended and Restated Certificate of Incorporation of Inspyr will be amended and restated through the Certificate of Merger to (i) decrease the authorized number of shares of Inspyr Common Stock from one billion thirty million (1,030,000,000) shares to one thousand (1,000) shares; (ii) remove the authorized number of shares of Preferred Stock; (iii) add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving Inspyr, other than the election or removal of directors, that requires for its adoption under the DGCL or the Amended and Restated Certificate of Incorporation, the approval of the stockholders of Inspyr shall require the approval of the stockholders of the Holding Company by the same vote as is required by the DGCL and/or the Amended and Restated Certificate of Incorporation; and (iv) add and remove provisions as appropriate for a wholly-owned subsidiary.
In addition, the Amended and Restated Bylaws of Inspyr, dated
The foregoing descriptions of the (i) Amended and Restated Certificate of Incorporation, (ii) amendment to the Amended and Restated Certificate of Incorporation as contained in the Certificate of Merger, and (iii) Inspyr Bylaws do not purport to be complete and are qualified in their entirety by reference to the Certificate of Merger and the Bylaws, copies of which are filed as Exhibit 3.01(i), Exhibit 3.02(i), and Exhibit 3.03(ii) respectively, to this Current Report on Form 8-K and incorporated by reference herein.
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Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 of and Section 21E of the
Exchange Act. Forward-looking statements can be identified by words such as
"anticipates," "intends," "plans," "seeks," "believes," "continues," "could,"
"estimates," "expects," "guidance," "may," "might," "outlook," "possibly,"
"potential," "projects," "prospects," "should," "will," "would," and similar
references to future periods, but the absence of these words does not mean that
a statement is not forward-looking. These statements include risks inherent in
the development and commercialization of potential products, uncertainty of
clinical trial results or regulatory approvals or clearances, need for future
capital, dependence upon collaborators and maintenance of our intellectual
property rights. Actual results may differ materially from the results
anticipated in these forward-looking statements. While forward-looking
statements are based on assumptions and analyses made by us that we believe to
be reasonable under the circumstances, whether actual results and developments
will meet our expectations and predictions depend on a number of risks and
uncertainties which could cause our actual results, performance, and financial
condition to differ materially from our expectations. See "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 2.01 Form of Agreement and Plan of Merger amongInspyr Therapeutics, Inc. ,Rebus Holdings, Inc. , andRebus Sub, Inc. 3.01(i) Amended and Restated Certificate of Incorporation ofInspyr Therapeutics, Inc. effecting 1-for-75 Reverse Stock Split. 3.02(i) Certificate of Merger betweenInspyr Therapeutics, Inc. and Rebus Sub, Inc. 3.03(ii) Amended and Restated Bylaws ofInspyr Therapeutics, Inc. 4
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