Current Report Filing (8-k)
October 07 2016 - 4:46PM
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): October 3, 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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On
October 3, 2016, RespireRx Pharmaceuticals Inc. (the “Company”) received notice (the “Default Notice”)
from the holder of two of the Company’s 10% Convertible Notes (each a “Note and collectively, the “Notes”),
which matured on September 15, 2016, informing the Company that both Notes should be considered as in default, and that interest
going forward should accrue at a rate of 12% per annum. The Company had previously received a demand notice with respect to those
Notes, as it reported in the Current Report on Form 8-K dated September 27, 2016. Accordingly, as a result of the receipt of the
Default Notice and pursuant to the terms of the Notes, those two Notes will bear interest at the increased rate of 12% per annum
from the date of receipt of the Default Notice. At maturity, one Note was for an aggregate of $25,159.31 ($21,000 in principal
amount and $4,159.31 of accrued interest) and the other Note was for $11,708.27 ($10,000 in principal amount and $1,708.27 of
accrued interest).
The
Notes were issued to the holder in the Company’s private placement offering from November 2014 through February 2015 (the
“Note Offering”). The Notes permitted each holder, at any time, at its option and in its sole discretion, to convert
the outstanding principal amount under its Note, plus accrued and unpaid interest, into a number of shares of the Company’s
Common Stock, par value $0.001 (“Common Stock”) equal to the quotient obtained by dividing the outstanding principal
amount plus any accrued and unpaid interest under such Note by $0.035 (subject to adjustment for certain events, including reverse
stock splits). The Company sold Notes and Note Offering Warrants in the Note Offering to several accredited investors. The Notes
initially were scheduled to mature, 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 Extension Warrants, as provided by the Notes’ terms, 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, entered into in connection with the Note Offering was filed by the
Company as Exhibit 10.1 to its Current Report on Form 8-K filed November 12, 2014.
The
Company is currently in discussions with the holder of the Notes discussed above and the other outstanding Notes from the Note
Offering.
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:
October 7, 2016
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RESPIRERX
PHARMACEUTICALS INC.
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(Registrant)
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By:
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/s/
Robert N. Weingarten
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Robert
N. Weingarten
Vice
President and Chief Financial Officer
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RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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