Attached files
| file | filename |
|---|---|
| EX-99.01 - Inspyr Therapeutics, Inc. | v172906_ex99-01.htm |
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): February 2, 2010 (January 29,
2010)
GENSPERA,
INC.
(Exact
name of registrant as specified in Charter)
|
Delaware
|
0001421204
|
20-0438951
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
2511
N Loop 1604 W, Suite 204
San
Antonio, TX 78258
(Address
of Principal Executive Offices)
210-479-8112
(Issuer
Telephone number)
9901
IH 10 West, Suite 800
San
Antonio, TX 78230
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
|
On
January 29, 2010, GenSpera, Inc. (“Company”) amended its non-executive board
compensation policy (“Policy”). Pursuant to the terms of the Policy,
non-employee directors will be entitled to the following compensation for
service on the Company’s board of directors (“Board”):
Inducement/First
Year Grant. Upon joining the
Board, individual will receive options to purchase 50,000 shares of the
Company’s common stock. The options shall vest as
follows: (i) 25,000 immediately upon appointment to the Board; and
(ii) 25,000 vesting quarterly over the following 12 months.
Annual
Grant. Subject to shareholder
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 25,000 shares of common
stock. The Annual Grants will vest quarterly during the grant
year.
Committee
and Committee Chairperson Grant. Each director will
receive options to purchase an additional 4,000 shares of common stock for each
committee on which he or she serves. Chairpersons of each committee will receive
options to purchase an additional 1,000 share common stock. The
Committee Grants will vest quarterly during the grant year.
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
will vary commensurate with the function and tasks of the special
committee.
Exercise
Price and Term. All options issued pursuant to the Policy will
have an exercise price equal to the fair market value of the Company’s common
stock at close of market on the grant date. The term of the
options shall be for a period of 5 years from the grant date.
|
Item
7.01
|
Regulation
FD Disclosure.
|
The
information contained in this Item 7.01 and exhibit 99.01 attached hereto 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 exhibit 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 this Item 7.01
or Exhibit 99.01 shall not be deemed an admission as to the materiality of any
information contained herein that is required to be disclosed solely to satisfy
the requirements of Regulation FD.
|
Item
8.01
|
Other
Events.
|
On
January 29, 2010, the Board made the following appointments to the Company’s:
(i) Audit Committee, (ii) Nominating and Corporate Governance Committee,
and (iii) Leadership Development and Compensation Committee:
Audit
Committee:
Scott V.
Ogilvie (Chairman)
John M.
Farah, Jr. Ph.D.
2
Leadership
Development and Compensation Committee:
John M.
Farah, Jr, Ph.D. (Chairman)
Scott V.
Ogilvie
Nominating and Corporate
Governance Committee:
John M.
Farah, Jr, Ph.D. (Chairman)
Scott V.
Ogilvie
In making
the appointments, the Board determined that Messrs. Ogilvie and Farah are both
independent pursuant to Rule 10A-3(e)(1)(ii) of the Exchange Act. The
Board also determined the Mr. Ogilvie qualifies as an audit committee financial
expert pursuant to Items 407(d)(5)(ii) and (iii) of Regulation S-K.
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:
February 2, 2010
|
GenSpera,
Inc.
|
|||
|
By:
|
/s/
Craig Dionne
|
||
|
Craig
Dionne
Chief
Executive Officer
|
|||
3
INDEX
OF EXHIBITS
|
Incorporated
by Reference
|
||||||||||||
|
Exhibit
No.
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
No.
|
File
No.
|
Filing
Date
|
||||||
|
99.01
|
Press
Release dated February 2, 2010
|
*
|
||||||||||
4