Tuesday, October 05, 2021 9:44:11 AM
On September 1, 2021, the Board approved a one-for-seventy-five (1-for-75) reverse stock split of the Inspyr Common Stock (“Reverse Stock Split”). In furtherance of the Reverse Stock Split, Inspyr has filed an amended and restated certificate of incorporation (“Amended and Restated Certificate of Incorporation”) with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 4:59 p.m. Eastern Time on October 5, 2021, but the trading post Reverse Stock Split will not occur until FINRA approval is received (“Reverse Split Effective Time”).
As a result, at the Reverse Split Effective Time (and just prior to the completion of the Reorganization, subject to FINRA approval of each), each of the holders of Inspyr Common Stock will receive one (1) new share of Inspyr Common Stock for every seventy-five (75) shares such shareholder held immediately prior to the Reverse Split Effective Time. The Reverse Stock Split will also affect the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares.
As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will be adjusted from 718,202,289 (assuming no change in issued and outstanding until such date) shares to approximately 9,576,030 shares. Additionally, pursuant to the terms of their Certificates of Designation, each Series of Inspyr preferred stock will have the conversion price at which shares of such applicable preferred stock may be converted into shares of Inspyr Common Stock proportionately adjusted to reflect the Reverse Stock Split. Additionally, all outstanding options, warrants and convertible debt of Inspyr will be adjusted proportionately pursuant to the Reverse Stock Split.
Upon the completion of the Reorganization immediately after, each shareholder will have such number of shares of Holding Company Common Stock and Holding Company Preferred Stock as the shareholder would have held of Inspyr immediately following the Reverse Stock Split.
http://archive.fast-edgar.com/20211005/A3ZZC22CNC22N9Z2222S2ZZY83RTZ22SK832/inspyrtherap_8k.htm
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