Securities Registration: Employee Benefit Plan (s-8)
May 18 2016 - 4:32PM
Edgar (US Regulatory)
As
Filed With the Securities and Exchange Commission on May 18, 2016
Registration
No. 333-____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
33-0303583
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.)
|
126
Valley Road, Suite C
Glen
Rock, New Jersey 07452
(Address
of Principal Executive Offices)
Amended
and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan
(Full
title of the plan)
James
S. Manuso, Ph.D.
President
and Chief Executive Officer
RespireRx
Pharmaceuticals Inc.
126
Valley Road, Suite C
Glen
Rock, New Jersey 07452
(Name
and address of agent for service)
(201)
444-4947
(Telephone
number, including area code, of agent for service)
Copies
to:
James
Fischer, Esq.
Elizabeth
A. Diffley, Esq.
Drinker
Biddle & Reath LLP
600
Campus Drive
Florham
Park, NJ 07932-1047
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
|
[ ]
|
Smaller
reporting company
|
[X]
|
(Do
not check if a smaller reporting company)
|
|
|
|
CALCULATION
OF REGISTRATION FEE
Title of Securities
To Be Registered
|
|
Amount
To Be
Registered
(1)
|
|
Proposed
Maximum
Offering Price
Per Share
(2)
|
|
|
Proposed
Maximum
Aggregate
Offering Price
(2)
|
|
|
Amount
Of
Registration
Fee
(2)
|
|
Common Stock, $0.001 par value
|
|
250,000,000 shares
|
|
$
|
0.0176
|
|
|
$
|
4,400,000
|
|
|
$
|
443.08
|
|
(1)
|
The
number of shares of common stock, par value $0.001 per share (“Common Stock”), of RespireRX Pharmaceuticals Inc.
(the “Registrant”), stated above consists of additional shares of Common Stock reserved under the Amended and
Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (formerly the Cortex Pharmaceuticals, Inc. 2015 Stock
and Stock Option Plan, the “2015 Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933 (as amended,
the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of the
Registrant’s Common Stock as may be issued from time to time with respect to the shares being registered hereunder as
a result of stock splits, stock dividends or similar transactions.
|
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1) under the Securities Act, on
the basis of the price of securities of the same class, as determined in accordance with Rule 457(c) under the Securities
Act, using the average of the high and low prices reported by the OTCQB for our Common Stock on May 16, 2016, which was $0.0176
per share.
|
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933,
as amended, for the purpose of registering an additional 250,000,000 shares of common stock, $0.001 par value (the “Common
Stock”), of RespireRx Pharmaceuticals Inc. (formerly known as Cortex Pharmaceuticals, Inc., the “Company” or
the “Registrant”) that may be offered pursuant to the Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock
and Stock Option Plan (formerly the Cortex Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan, the “2015 Plan”).
The
contents of the Registrant’s previously filed Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the “Commission”) on November 13, 2015 (Registration No. 333-208017) is hereby incorporated herein by
reference to the extent not otherwise amended or superseded by the contents hereof.
The
prospectus documents containing the information specified in Part I of Form S-8 need not be filed with the Commission either as
part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act,
but will be given to the employees as specified by Rule 428(b)(1) under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Amended
and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan
On
June 30, 2015, the Company’s Board of Directors approved the Cortex Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan
(as amended, the “2015 Plan”) with 150,000,000 shares reserved for issuance thereunder. The number of shares issuable
under the 2015 Plan was subsequently increased to 250,000,000 shares on August 18, 2015. On March 31, 2016 the number of shares
available under the 2015 Plan was further increased by an additional 250,000,000, bringing the total aggregate amount covered
by the plan to 500,000,000 shares. In connection with that amendment, the Company also changed the name of the 2015 Plan to reflect
the new name of the Company, RespireRx Pharmaceuticals Inc.
The
Company does not intend to submit the 2015 Plan for stockholder approval. 9,064,286 shares have been issued under the 2015 Plan,
with an additional 387,428,572 shares potentially to be issued in connection with issued and outstanding options. Currently 103,507,142
shares remain available for issuance under the 2015 Plan. Accordingly, this registration statement covers 250,000,000 of the shares
that remain in the 2015 Plan, either as simply unissued shares or unissued shares potentially to be issued in connection with
issued and outstanding options, which is in addition to the 240,935,714 shares issuable under the 2015 Plan that were previously
registered on Form S-8 filed November 13, 2015.
Item
3.
|
Incorporation
of Documents by Reference.
|
The
Securities and Exchange Commission, or the SEC, allows us to “incorporate by reference” the information we file with
it. This means that we can disclose important information to you by referring you to those documents. The information we incorporate
by reference is an important part of this registration statement, and later information we file with the SEC will automatically
update and supersede this information. Any such information so updated or superseded shall not be deemed, except as so updated
or superseded, to constitute part of this registration statement. The Company hereby incorporates by reference into this Registration
Statement the following documents filed with the Commission:
|
(a)
|
the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015;
|
|
|
|
|
(b)
|
the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed with the SEC on May 13,
2016
|
|
|
|
|
(c)
|
the
Company’s Current Reports on Form 8-K filed on January 11, 2016; February 3, 2016; April 6, 2016; April 11, 2016 (and
the amendment thereto on Form 8-K/A filed on April 12, 2016); and May 10, 2016; and
|
|
|
|
|
(d)
|
the
description of the Company’s Common Stock, $0.001 par value per share, contained in the Company’s Amendment No.
1 to Registration Statement on Form 8-A (File No. 001-16467) filed with the Securities and Exchange Commission on February
15, 2002, including any amendment or report filed for the purpose of updating such description.
|
In
addition, all documents and reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For
the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified
or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such
document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement. Unless specifically stated otherwise, none of the information that we disclose under Items 2.02
or 7.01 in our Current Reports on Form 8-K, nor any exhibits relating to such information, furnished to the SEC prior to, on or
subsequent to the date of this registration statement will be deemed to be incorporated by reference into, or otherwise included
in, this registration statement.
Item
4.
|
Description
of Securities.
|
Not
applicable.
Item
5.
|
Interests
of Named Experts and Counsel.
|
The
validity of the issuance of Common Stock registered hereby is passed on for the Company by its outside counsel, Drinker Biddle
& Reath LLP. In June 2015, the Company issued options to purchase 28,571,429 shares of its common stock under the 2015 Plan
to Drinker Biddle & Reath LLP, as partial payment for services previously provided and invoiced. The options expire on June
30, 2020 and have an exercise price of $0.0175 per share.
Item
6.
|
Indemnification
of Directors and Officers.
|
Section
102(b)(7) of the Delaware General Corporation Law, or the DGCL, enables a corporation in its original certificate of incorporation
or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of the director’s fiduciary duty, except (i) for any breach of the director’s duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which the director derived an improper
personal benefit.
Section
145(a) of the DGCL empowers a corporation to indemnify any person who was or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Section
145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section
145 of the DGCL further provides that (i) to the extent a present or former director or officer has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL,
or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him or her in connection therewith; (ii) the indemnification and advancement of expenses
provided for, by, or granted pursuant to, Section 145 of the DGCL shall not be deemed exclusive of any other rights to which the
persons seeking indemnification may be entitled; and (iii) the corporation is empowered to purchase and maintain insurance on
behalf of a present or former director, officer, employee or agent of the corporation, or any individual who is or was serving
at the corporation’s request as a director, officer or employee of another organization, against any liability asserted
against him or her or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such liabilities under Section 145 of the DGCL.
As
permitted by the DGCL, our restated certificate of incorporation, as amended, eliminates the liability of our directors to us
or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent otherwise prohibited
by the DGCL. Our restated certificate of incorporation, as amended, provides that we will indemnify each person who was or is
made a party to any proceeding by reason of the fact that such person is or was our director or officer against all expense, liability
and loss reasonably incurred or suffered by such person in connection therewith to the fullest extent authorized by the DGCL.
Our restated certificate of incorporation, as amended, also gives us the ability to enter into indemnification agreements with
each of our directors and officers.
We
also maintain liability insurance for our directors and officers.
Item
7.
|
Exemption
from Registration Claimed.
|
Not
applicable.
A
list of the exhibits required to be filed as a part of this Registration Statement on Form S-8 is set forth in the Exhibit Index,
which is included elsewhere in this document and is incorporated herein by reference.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
|
|
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
|
Provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 18th day of May, 2016.
|
RESPIRERX
PHARMACEUTICALS INC.
|
|
|
|
|
By:
|
/s/
James S. Manuso, Ph.D.
|
|
|
James
S. Manuso, Ph.D.
|
|
|
President
and Chief Executive Officer
|
POWER
OF ATTORNEY
We,
the undersigned directors and officers of RespireRx Pharmaceuticals Inc., do hereby make, constitute and appoint James S. J. Manuso,
Ph.D., Robert N. Weingarten, Jeff E. Margolis and Arnold S. Lippa, Ph.D., and each of them acting individually, our true and lawful
attorneys-in-fact and agents, with power to act without any other and with full power of substitution, to do any and all acts
and things in our name and behalf in our capacities as directors and officers, to sign any and all amendments (including post-effective
amendments) to this registration statement, or any related registration statement that is to be effective upon filing under the
Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ James S. Manuso, Ph.D.
|
|
President and Chief Executive Officer, Director
|
|
May 18, 2016
|
James S. Manuso, Ph.D.
|
|
and Vice Chairman of the Board (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Robert N. Weingarten
|
|
Vice President, Chief Financial Officer and
|
|
May 18, 2016
|
Robert N. Weingarten
|
|
Director (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Arnold S. Lippa, Ph.D.
|
|
Chief Scientific Officer, Director and
|
|
May 18, 2016
|
Arnold S. Lippa, Ph.D.
|
|
Executive Chairman of the Board
|
|
|
|
|
|
|
|
/s/ Jeff E. Margolis
|
|
Vice President, Treasurer, Secretary and Director
|
|
May 18, 2016
|
Jeff E. Margolis
|
|
|
|
|
|
|
|
|
|
/s/ James E. Sapirstein
|
|
Director
|
|
May 18, 2016
|
James E. Sapirstein
|
|
|
|
|
|
|
|
|
|
/s/ Kathryn MacFarlane
|
|
Director
|
|
May 18, 2016
|
Kathryn MacFarlane
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Amended
and Restated RespireRX Pharmaceuticals Inc. 2015 Stock and Stock Option Plan, incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed on April 6, 2016.
|
|
|
|
5.1*
|
|
Opinion
of Drinker Biddle & Reath LLP.
|
|
|
|
23.1*
|
|
Consent
of Drinker Biddle & Reath LLP (included in Exhibit 5.1).
|
|
|
|
23.2*
|
|
Consent
of Haskell & White LLP, independent registered public accounting firm.
|
|
|
|
24.1*
|
|
Power
of Attorney (included on the signature page to this registration statement on Form S-8).
|
*
Filed herewith
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
Historical Stock Chart
From Mar 2024 to Apr 2024
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
Historical Stock Chart
From Apr 2023 to Apr 2024