Item
1.01 Entry into a Material Definitive Agreement.
On
April 7, 2016, RespireRx Pharmaceuticals Inc. (the “Company”) entered into an Exchange Agreement (the “Unit
Exchange Agreement”) with James S. J. Manuso, Ph.D., its President and Chief Operating Officer, whereby Dr. Manuso exchanged
the Warrant to purchase up to 23,775,558 shares of the Company’s Common Stock (the “Exchanged Warrant”) that
he had obtained in the Company’s offering (the “Unit Offering”) on August 28, 2015 and cash in the amount of
$178,317 for 11,887,779 shares of the Company’s Common Stock, par value $0.001 (“Common Stock”) and a new warrant
(the “New Warrant”). The Unit Offering, was entered into with several accredited investors (each a “Unit Offering
Purchaser”) during the period from August through November 2015, and involved the sale of units, with each unit consisting
of (i) one share of the Company’s Common Stock, and (ii) one Warrant to purchase two additional shares of Common Stock (each
a “Warrant” and collectively, the “Warrants”). Those Warrants are exercisable until 5:00 p.m. on September
30, 2020 and may be exercised at the Per Unit Price of $0.02103 for each share of Common Stock to be acquired upon exercise. A
copy of the Purchase Agreement, including the form of Warrant, used in the Unit Offering was filed by the Company as Exhibit 10.1
to its Current Report on Form 8-K filed August 31, 2015.
The
New Warrant provides for the purchase of up to 11,887,779 shares of Common Stock, half as many shares of Common Stock as the Exchanged
Warrant, has the same expiration date as the Exchanged Warrant of September 2020, and may be exercised at a price of $0.015 for
each share of Common Stock. The New Warrant also permits cashless exercise. Like the Exchanged Warrant, in the case of an acquisition
in which the Company is not the surviving entity, the holder of the New Warrant would receive from any surviving entity or successor
to the Company, in exchange for the New Warrant, a replacement warrant from the surviving entity or successor to the Company,
substantially in the form of the existing New Warrant and with an exercise price adjusted to reflect the nearest equivalent exercise
price of common stock (or other applicable equity interest) of the surviving entity that would reflect the economic value of the
New Warrant, but in the surviving entity.
This
description of the Unit Exchange Agreement and the New Warrant does not purport to be complete and is qualified in its entirety
by reference to the form of Unit Exchange Agreement (including the Form of New Warrant attached as Exhibit A thereto), a copy
of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The Company may
subsequently enter into similar exchanges with other holders of Warrants issued in the Unit Offering, though no assurance can
be provided that this will occur.
On
April 8, 2016, the Company entered into Exchange Agreements (each a “Note Exchange Agreement”) with certain Note Offering
Purchasers (as defined below) whereby the Note Offering Purchasers exchanged the 10% Convertible Notes (“Notes”),
Warrants issued in connection therewith (“Note Offering Warrants”) and extension warrants issued in connection thereto
(“Extension Warrants” and, together with the Notes and the Note Offering Warrants, the “Securities”),
that such Note Offering Purchasers had obtained in or in connection with the Company’s offering (the “Note Offering”)
on November 5, 2014 and cash in the amount of $32,805 in the aggregate, for an aggregate of 5,130,336 shares of the Company’s
Common Stock. In the aggregate, $48,837 principal amount and accrued interest of Notes, Note Offering Warrants to purchase 1,214,286
shares of Common Stock and Extension Warrants to purchase 660,268 shares of Common Stock were exchanged and cancelled as a result
of these transactions. The Note Offering, was entered into with several accredited investors (each a “Note Offering Purchaser”)
during the period from November 2014 through February 2015, and involved the sale of Notes and Note Offering Warrants. The Notes
initially matured and Note Offering Warrants were initially exercisable through September 15, 2015; however, on August 13, 2015,
the Company elected, pursuant to the terms of the Notes, to extend the maturity date of the Notes to September 15, 2016, and to
issue the Extension Warrants on and as of September 15, 2015. Concurrently with that election, the Company extended the term of
the Note Offering Warrants to September 15, 2016. A copy of the Purchase Agreement, including the form of Note and form of Warrant,
used in the Note Offering was filed by the Company as Exhibit 10.1 to its Current Report on Form 8-K filed November 12, 2014.
This
description of the Note Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Note Exchange Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated
herein by reference. The Company may subsequently enter into similar exchanges with other holders of Securities issued in and
in connection with the Note Offering, though no assurance can be provided that this will occur.
The
shares of Common Stock and the New Warrant issued in exchange for Exchanged Warrant and cash, and the shares of Common Stock issued
in exchange for the Securities and cash were offered and exchanged without registration under the Securities Act of 1933, as amended
(the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided
in Rule 506(b) of Regulation D promulgated thereunder. None of the shares of Common Stock issued in the exchanges described above,
the New Warrant, or the Common Stock issuable upon exercise of the New Warrant have been registered under the Securities Act or
any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant
to an applicable exemption from the registration requirements of the Securities Act.