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): October 14, 2016 (October 12, 2016)
Inspyr Therapeutics, Inc.
(Exact name of registrant as specified
in Charter)
| Delaware |
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0001421204 |
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20-0438951 |
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(State or other jurisdiction of
incorporation or organization) |
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(Commission File No.) |
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(IRS Employee Identification No.) |
31200 Via Colinas, Suite 200
Westlake Village CA 91362
(Address of Principal Executive Offices)
210-479-8112
(Issuer Telephone number)
2511 N Loop 1604 W, Suite 204
San Antonio, TX 78258
(Former Address of Principal Executive
Offices)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Directors
On October 12, 2016 and October 13, 2016,
respectively, the board of directors (“Board”) of Inspyr Therapeutics, Inc. (“Company”) appointed Claire
M. Thom and Richard E. Buller, M.D. Ph.D to serve on the Company’s Board. It is anticipated that Mrs. Thom and Dr. Buller
will serve on the Board’s (i) Audit, (ii) Nominating and Corporate Governance and (iii) Leadership Development and Compensation
committees. As compensation for their services on the Board and related committees, Mrs. Thom and Dr. Buller will be entitled to
compensation pursuant to the Company’s amended non-executive board compensation policy. Copies of the press releases announcing
Mrs. Thom and Dr. Buller’s appointments are attached to this report as Exhibits 99.01 and 99.02, respectively.
Neither Mrs. Thom nor Dr. Buller are parties
to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings
by which either was appointed as members of the Board.
In accordance with appointing Mrs. Thom
and Dr. Buller, the Board was expanded from four (4) to six (6) members.
Both Mrs. Thom and Dr. Buller also entered
into the Company’s standard indemnification agreement for directors and executive officers.
Amendment of Non-Executive Board
Compensation Policy
On October 12, 2016, in connection with
the appointment of Mrs. Thom and Dr. Buller, the Company’s board of directors, upon the recommendation of the Leadership
Development and Compensation Committee, amended the Company’s non-executive Board compensation policy. The terms of the amended
policy are as follows:
Inducement/First
Year Grant. Upon joining the Board, a director receives an option to purchase 75,000 shares of the Company’s common stock.
The option vests on the first year anniversary of the first day of the month after the director’s service on the Board begins,
provided the director has continuously provided services to the Company during that time.
Annual Grant.
Subject to the shareholder’s rights to elect any individual director, starting on the first year anniversary of service,
and each subsequent anniversary thereafter, each eligible director will be granted options to purchase 50,000 shares of common
stock or restricted stock units of equivalent value. The annual grants vest quarterly during the grant year provided the director
has continuously provided services to the Company during that time.
Committee and Committee
Chairperson Grant. Each director will receive options to purchase an additional 5,000 shares of common stock, or restricted
stock units of equivalent value, for each committee on which he or she serves. Chairpersons of each committee will receive options
to purchase an additional 5,000 share of common stock, or restricted stock units of equivalent value. The committee
grants vest quarterly during the grant year provided the director has continuously provided services to the Company during that
time.
Special Committee
Grants. From time to time, individual directors may be requested by the Board to provide extraordinary services. These
services may include such items as the negotiation of key contracts, assistance with scientific issues, or such other items as
the Board deems necessary and in the best interest of the company and its shareholders. In such instances, the board
shall have the flexibility to issue special committee grants. The amount of such grants and terms will vary based
on the tasks of the special committee.
Exercise
Price and Term. All options issued pursuant to the non-executive director compensation policy will have an exercise price equal
to the fair market value of our common stock at close of market on the grant date and will have a term of five years.
All restricted stock unit and option grants and issuance of shares are subject to satisfaction of all applicable state and federal
securities laws. The determination with regard to whether awards will be made in options or restricted stock units will be at the
sole discretion of the director.
Cash Compensation.
Each director will also receive cash compensation equal to: (i) an annual cash retainer of $40,000, and (ii) quarterly payments
of $1,000 per committee for non-chairperson committee members. In addition, committee chairpersons receive and additional: (a)
$10,000 for chairing the audit committee, (b) $5,000 for chairing the leadership development and compensation committee, and (c)
$5,000 for chairing the nomination and corporate governance committee.
Expenses.
The Company will reimburse directors for all reasonable travel expenses incurred in connection with their attendance at meetings
of the Board, in accordance with the Company's expense reimbursement policy as is in effect from time to time. Moreover, certain
directors will be reimbursed for expenses related to education or the attendance at industry conferences, including travel, lodging
and meals, up to a maximum of $10,000 per calendar year.
Indemnification.
The Company shall indemnify all directors to the fullest extent permitted by law if the director was or is or becomes a party to
or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened,
pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation
that indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or other as a result of their service on the Board
as provided for in the Company's bylaws and standard indemnification agreement.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information
set forth above in Item 5.02 of this current report on Form 8-K is incorporated herein by reference in its entirety.
| Item 7.01 |
Regulation FD Disclosure. |
On October 12,
2016 and October 13, 2016 the Company issued press releases announcing respectively that Mrs. Thom and Dr. Buller had joined the
Company’s Board. Copies of the press releases are attached to this report as Exhibits 99.01 and 99.02.
The information
contained in this Item 7.01 to this Current Report on Form 8-K and the exhibit attached hereto pertaining to this item shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing. The information set forth in the exhibits to this Form 8-K relating to this item
7.01 shall not be deemed an admission as to the materiality of any information in this report that is required to be disclosed
solely to satisfy the requirements of Regulation FD.
| Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit
No. |
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Description |
| 99.01 |
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Press Release Dated October 12, 2016. |
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| 99.02 |
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Press Release Dated October 13, 2016. |
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: October 14, 2016
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Inspyr Therapeutics, Inc. |
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By: |
/s/ Christopher Lowe |
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Christopher Lowe |
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Chief Executive Officer |
INDEX
OF EXHIBITS
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Exhibit
No. |
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Description |
| 99.01 |
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Press Release Dated October 12, 2016. |
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| 99.02 |
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Press Release Dated October 13, 2016. |
