Inspyr Therapeutics, Inc. Enters into Termination of License Agreement with Ridgeway Therapeutics, Inc
October 08, 2020 at 04:59 pm EDT
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On October 5, 2020, Inspyr Therapeutics, Inc. (the Company) entered into an agreement with Ridgeway Therapeutics, Inc. (“Termination Agreement”) whereby the parties terminated the licensing agreement previously entered into on August 3, 2018 (Licensing Agreement), whereby the Company had previously licensed certain technologies related to targeting adenosine receptor antagonists for the treatment of cancer (the Licensed Assets). As a result of the Termination Agreement, the Company reacquired full ownership and worldwide rights to all of the Licensed Assets as well as any improvements made thereto. In exchange for entering into the Termination Agreement, the Company issued to Ridgeway: sixty-five million shares (Common Shares) of the company’s common stock, par value $0.0001 per share (Common Stock), and 8,000 shares of Series F 0% Convertible Preferred Stock (Series F Preferred Stock).
Pursuant to the Termination Agreement, in the event that the Company is unable to secure equity financing resulting in aggregate gross proceeds to the Company of at least five million dollars ($5,000,000) by October 5, 2023, or in the event that the Company cases its operations, then the Termination Agreement will be deemed terminated and the Licensing Agreement will be reinstated in exchange for the return of the Common Shares and Series F Preferred Stock. As a result of the issuance of the Common Shares and Series F Preferred Stock, Ridgeway Therapeutics became the owner of approximately 54.14% of the Company’s issued and outstanding Common Stock. Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as converted to common stock basis which shall be equal to 80% of the issued and outstanding Common Stock post-conversion. Accordingly, the board of directors of the Company has determined that a change in control of the registrant has occurred. The Company did not have a prior relationship with Ridgeway, or any of its principals, except pursuant to the terms contained in the Termination Agreement and its previous relationship under the Licensing Agreement. Pursuant to the Termination Agreement, in the event that the Company is unable to secure equity financing resulting in aggregate gross proceeds to the Company of at least five million dollars ($5,000,000) by October 5, 2023, or in the event that the Company cases its operations, then the Termination Agreement will be deemed terminated and the Licensing Agreement will be reinstated in exchange for the return of the Common Shares and Series F Preferred Stock. As a result of the issuance of the Common Shares and Series F Preferred Stock, Ridgeway Therapeutics became the owner of approximately 54.14% of the Company’s issued and outstanding Common Stock. Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as converted to common stock basis which shall be equal to eighty percent (80%) of the issued and outstanding Common Stock post-conversion. Accordingly, the board of directors of the Company has determined that a change in control of the registrant has occurred. The Company did not have a prior relationship with Ridgeway, or any of its principals, except pursuant to the terms contained in the Termination Agreement and its previous relationship under the Licensing Agreement.
Rebus Holdings, Inc. is a pharmaceutical company. The Company is focused on the research and development of targeted precision therapeutics for the treatment of cancer. The Company utilizes its proprietary delivery technology to enhance immuno-modulation for developing therapeutic outcomes. Its immune-oncology lead asset, RT-AR001, is an adenosine A2A receptor antagonist, is differentiated by its intratumoral delivery of nano- or microparticle formulations that allow for better tumor infiltration. Its patented portfolio of adenosine receptor antagonists provides treatment based on the specific adenosine targets found in each type of cancer. The adenosine receptor modulators include A2A, A2B and dual A2A/A2B antagonists, that have broad development applicability, including indications within immuno-oncology. It is also engaged in the manufacturing of platform delivery systems for nano- or microparticle formulations that are used in toxicology studies.