Current Report Filing (8-k)
August 22 2016 - 08:31AM
Edgar (US Regulatory)
UNITED
STATES
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): August 16, 2016
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
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(Commission
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(I.R.S
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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126
Valley Road, Suite C Glen Rock, New Jersey
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07452
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 444-4947
(Former
name or former address, if changed since last report.)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.07 Submission Of Matters To A Vote Of Security Holders
On
August 16, 2016, RespireRx Pharmaceuticals Inc. (the “Company”) held a Special Meeting of Stockholders. The record
date for stockholders to receive notice of and to be eligible to vote at the Special Meeting was July 5, 2016, and a total of
656,159,420 shares were eligible to be voted at the Special Meeting. The following matters were submitted to a vote of stockholders
at the Special Meeting, at which a quorum was present, and the voting results are set forth below.
The
Company’s shareholders approved an amendment (the “Amendment”) to the Company’s second restated certificate
of incorporation (i) to effect, at the discretion of the Company’s Board of Directors, a three hundred twenty five-to-one
(325 to 1) reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share,
and (ii) to set the Company’s authorized shares of stock at 70,000,000 shares consisting of 65,000,000 shares designated
as common stock, par value $0.001 per share, and 5,000,000 shares designated as preferred stock, with stated value and other terms
to be determined at the discretion of the Board of Directors, as follows:
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For
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Against
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Abstain
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Total
Shares Voted
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Votes
Cast
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513,853,909
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9,271,980
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341,027
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523,466,916
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Percentage of Shares
Eligible to be Voted
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78.3
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%
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1.4
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%
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0.1
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%
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79.8
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%
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As
set forth in the Proxy Statement for the Special Meeting, the Amendment will be filed with the Secretary of State of the State
of Delaware and become effective upon the date determined by the Board of Directors of the Company. The Proxy Statement further
states that the Board of Directors intends to take action within sixty days of the Special Meeting. Until the Amendment is filed,
the Board of Directors reserves the right to abandon the Amendment without further action by the Company’s stockholders.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
August 22, 2016
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RESPIRERX
PHARMACEUTICALS INC.
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By:
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/s/
James S. Manuso
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James
S. Manuso
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President
and Chief Executive Officer
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RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
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