| SUBSEQUENT EVENTS | NOTE
10 – SUBSEQUENT EVENTS Adoption
of Agreement and Plan of Merger and Consummation of Reorganization On
September 28, 2021 the Company implemented a holding company reorganization through an Agreement and Plan of Merger (the “Merger
Agreement”), which became effective with the Financial Industry Regulatory Authority (“FINRA”) on October 11, 2021
at 5:00 p.m. Eastern Time (the “Effective Time”). The Merger Agreement was entered into by and among Inspyr Therapeutics,
Inc., Rebus Holdings, Inc., and Rebus Sub, Inc., a wholly-owned subsidiary of Rebus Holdings which has resulted in Rebus becoming the
direct parent company of Inspyr Therapeutics and replacing Inspyr Therapeutics as the public company trading on the OTC Markets (“OTC”)
(the “Reorganization”). Further, the Company will begin trading under the symbol RBSH in twenty (20) trading days from October
12, 2021. Pursuant
to the Merger Agreement, Rebus Sub has merged with Inspyr Therapeutics pursuant to the filing of a certificate of merger with Inspyr
Therapeutics surviving as a direct, wholly-owned subsidiary of Rebus Holdings (the “Merger”). At the Effective Time of the
Merger:
(i) Each outstanding share
of Inspyr Therapeutics Common Stock, par value $0.0001 per share (“Inspyr Common Stock”), automatically converted into
one share of Common Stock of Rebus Holdings, having the same designation, rights, powers, and preferences, and qualifications, limitations,
and restrictions as a share of Inspyr Therapeutics Common Stock immediately prior to the Reorganization;
(ii) Each outstanding share
of Inspyr Series A Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series A Stock”), automatically
converted into one share of Series A Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series
A Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions
as a share of Inspyr Series A Stock immediately prior to the Reorganization;
(iii) Each outstanding share
of Inspyr Series B Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series B Stock”), automatically
converted into one share of Series B Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series
B Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions
as a share of Inspyr Series B Stock immediately prior to the Reorganization;
(iv) Each outstanding share
of Inspyr Series C Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series C Stock”), automatically
converted into one share of Series C Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series
C Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions
as a share of Inspyr Series C Stock immediately prior to the Reorganization;
(v) Each outstanding share
of Inspyr Series D Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series D Stock”), automatically
converted into one share of Series D Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series
D Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions
as a share of Inspyr Series D Stock immediately prior to the Reorganization;
(vi) Each outstanding share
of Inspyr Series E Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series E Stock”), automatically
converted into one share of Series E Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series
E Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions
as a share of Inspyr Series E Stock immediately prior to the Reorganization; and
(vii) Each outstanding share
of Inspyr Series F Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series F Stock”), automatically
converted into one share of Series F Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series
F Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions
as a share of Inspyr Series F Stock immediately prior to the Reorganization. Accordingly,
upon consummation of the Reorganization (and the Reverse Stock Split as defined below), Inspyr stockholders automatically became stockholders
of Rebus Holdings, on a one-for-one basis, with the same number and approximate ownership percentage of shares of the same
class as they held in Inspyr immediately prior to the Effective Time. The Reorganization is intended to be a tax-free transaction
for U.S. federal income tax purposes for Inspyr stockholders. The
Reorganization has been conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which provides
for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock occurred
automatically without an exchange of stock certificates. In addition, at the Effective Time:
● Each outstanding and unexpired
option to purchase Inspyr Common Stock automatically converted into one share of Rebus Holdings Common Stock;
● Each outstanding warrant
to purchase Inspyr Common Stock (“Inspyr Warrant”), whether or not vested, automatically converted into and become a
warrant to purchase Rebus Holdings Common Stock (“Rebus Warrant”) and Rebus Holdings assumed each Inspyr Warrant in accordance
with the terms of each Inspyr Warrant, and such Rebus Warrant has the same number of shares, the same exercise price (subject to
adjustments), the same restrictions on exercise, and any other provisions contained in the Inspyr Warrants; and
● Each outstanding convertible
debt instrument of Inspyr Therapeutics, including but not limited to, promissory notes or debentures that are convertible into Inspyr
Common Stock (“Inspyr Convertible Notes”) automatically converted into, assumed, and became the convertible debt instruments
of Rebus Holdings (“Rebus Convertible Notes”). As
a result of the Reorganization, Rebus Holdings became the successor issuer to Inspyr Therapeutics pursuant to Rule 12g-3(a) of
the Exchange Act, and as a result, shares of Rebus Holdings Common Stock are deemed registered under Section 12(g) of the Exchange
Act as the Common Stock of the successor issuer. Reverse
Stock Split The
1-for-75 Reverse Stock Split As
a result, effective on October 12, 2021 (and just prior to the completion of the Reorganization), each of the holders of Inspyr Common
Stock received 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 also affected the Company’s outstanding stock options, warrants
and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise
price being increased proportionately to the Reverse Stock Split ratio. No fractional shares were 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 was adjusted from 772,902,289 shares
to 10,309,212 As
a result of the Reorganization, each shareholder received such number of shares of Rebus Holdings Common Stock and Rebus Holdings Preferred
Stock as the shareholder would have held of Inspyr immediately following the Reverse Stock Split. Post
Reverse Stock Split and Reorganization Information The
Company began trading on post Reverse Stock Split and Reorganization basis on the Pink Sheets of the OTC Markets Group on October 12,
2021 under the same symbol NSPX. In twenty (20) trading days from October 12, 2021, the Company will begin trading under the symbol RBSH
. The
officers and members of the Board of Inspyr became the officers and members of the board of directors of the Rebus Holdings. Pursuant
to the Reorganization, Rebus Holdings has, on a consolidated basis, the same assets, businesses, and operations as Inspyr Therapeutics
had immediately prior to the Reorganization. Issuance
of Common Stock upon Conversion of Debentures The
Company issued 729,333 87,520 |
