Attached files
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EX-10.01 - Inspyr Therapeutics, Inc. | v209265_ex10-01.htm |
EX-10.02 - Inspyr Therapeutics, Inc. | v209265_ex10-02.htm |
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): January 27, 2011 (January 21,
2011)
GENSPERA,
INC.
(Exact
name of registrant as specified in Charter)
Delaware
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0001421204
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20-0438951
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
San
Antonio, TX 78258
FAX (210)
479-8113
(Address
of Principal Executive Offices)
Registrant’s telephone number,
including area code: (210)
479-8112
(Issuer
Telephone number)
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
Into a Material Definitive Agreement.
On
January 21, 2011, GenSpera, Inc. (hereinafter referred to as the “Company”,
“we,” “us” or “our”) pursuant to a securities purchase agreement (the “Securities Purchase Agreement ”), sold 2,074,914 units resulting in gross proceeds
to the Company of $3,734,840 (“Offering”). The price per unit was
$1.80. Each unit consists of: (i) one (1) share of the Company’s
common stock, par value $.0001 (“Shares”), and (ii) one half (1/2) Common Stock
Purchase Warrant (“Warrant(s)”).
The
Warrants have a term of five years and entitle the holders to purchase the
Company’s common shares at a price per share of $3.30. In the event
the shares underlying the Warrants are not subject to a registration statement,
the warrants may be exercised on a cashless basis after 12 months from the
issuance date. 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. The
Warrants do not contain any price protection provisions. The
Warrants are callable by the Company assuming the following: (i) the Common
Stock trades above $5.50 for ten (10) consecutive days; (ii) the daily average
minimum volume over such ten (10) days is 15,000 or greater; and (iii) there is
an effective registration statement covering the underlying
shares. The Securities Purchase Agreement also grants the
investors certain piggy-back registration rights.
In
connection with the Offering, we incurred placement agent and finder’s fees in
the amount of $114,295 in cash and issued warrants to purchase a total of 63,498
shares at an average exercise price per share of $3.26. Of the fees
incurred, $110,695.25 were reinvested in the Offering on the same terms and
conditions as the investors.
As a
result of the Offering, the reinvestment of fees, and the issuance of placement
agent and finder’s warrants, we issued a total of 2,136,412 Shares and 1,131,706
common stock purchase warrants.
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 the Securities Purchase Agreements, and Common Stock
Purchase 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 and 10.02 respectively, and each of which is incorporated herein in its
entirety by reference.
Item
3.02. Unregistered
Sales 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
9.01 Financial
Statement and Exhibits.
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Incorporated
by Reference
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||||||||||||
Exhibit
No.
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Description
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Filed
Herewith
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Form
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Exhibit
No.
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File No.
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Filing Date
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|||||||
10.01
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Form
of Securities Purchase Agreement
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*
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|||||||||||
10.02
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Form
of Common Stock Purchase Warrant
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*
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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.
GenSpera,
Inc.
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By:
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/s/ Craig Dionne
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Craig
Dionne
Chief
Executive Officer
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Dated:
January 27, 2011
INDEX
OF EXHIBITS
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Incorporated
by Reference
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|||||||||||
Exhibit
No.
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Description
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Filed
Herewith
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Form
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Exhibit
No.
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File No.
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Filing Date
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|||||||
10.01
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Form
of Securities Purchase Agreement
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*
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|||||||||||
10.02
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Form
of Common Stock Purchase Warrant
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*
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