Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 15 2016 - 2:50PM
Edgar (US Regulatory)
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OMB Number:
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3235-0058
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Expires:
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August 31, 2012
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Estimated average burden
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hours per response
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2.50
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OMB APPROVAL
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SEC FILE NUMBER
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1-16467
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CUSIP NUMBER
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220524300
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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¨
Form 10-K
¨
Form 20-F
¨
Form 11-K
x
Form 10-Q
¨
Form
10-D
¨
Form N-SAR
¨
Form N-CSR
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For Period Ended:
September 30,
2016
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¨
Transition Report on Form 10-K
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¨
Transition Report on Form 20-F
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¨
Transition Report on Form 11-K
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¨
Transition Report on Form 10-Q
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¨
Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back
page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification
relates:
PART
I REGISTRANT INFORMATION
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RESPIRERX
PHARMACEUTICALS INC.
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Full
Name of Registrant
Former
Name if Applicable
Address
of Principal Executive Office (
Street and Number
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Glen
Rock, New Jersey, 07452
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City,
State and Zip Code
PART
II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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x
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution Report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
RespireRx
Pharmaceuticals Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the quarter ended September
30, 2016 (the “
Quarterly Report
”) within the prescribed time period because of technical connectivity
difficulties between the filing server and the EDGAR server of the Securities and Exchange Commission (the “Commission”).
The Quarterly Report was completed, executed and ready to be filed with the Commission prior to the 5:30 p.m. Eastern time deadline
for acceptance of filings on November 14, 2016, the due date for the filing, and the Company attempted to commence transmission
of the Quarterly Report on the Commission’s EDGAR system prior to such deadline. In spite of the Company’s best efforts
to submit the Quarterly Report with the Commission on a timely basis, the filing server was unable to do so due to such connectivity
issues. The Company intends to submit a written request for a date adjustment for the filing date to the Commission for the
acceptance date to be changed from November 15, 2016 to November 14, 2016. However, as a precautionary matter, the Company
is submitting this Form 12b-25 to ensure that it remains timely in its periodic filings under the Securities Exchange Act of 1934,
as amended. The Company intends to file the Quarterly Report on Form 10-Q later today, November 15, 2016, but in any event
no later than the fifth calendar day following the prescribed due date.
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SEC 1344 (04-09)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control
number.
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(Attach extra Sheets if Needed)
PART IV OTHER
INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification.
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Jeff E.
Margolis
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(917)
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834-7206
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(Name)
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(Area Code)
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(Telephone No)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify
report(s).
x
Yes
¨
No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
x
Yes
¨
No
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state reasons why
a reasonable estimate of the results cannot be made.
The
changes in the Company’s result of operations from the corresponding period in 2015 are set forth in the quarterly report
on Form 10-Q for the quarterly period ending September 30, 2016, which the Company intends to file today, November 15, 2016, but
in any event no later than the fifth calendar day following the prescribed due date, and reflect results for the Company’s
ordinary course of business during this period.
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RESPIRERX PHARMACEUTICALS
INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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November 15, 2016
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By:
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/s/
Jeff E. Margolis
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Jeff E.
Margolis
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Vice President, Treasurer and Secretary
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized
representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of
the representatives authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (
See
18 U.S.C. 1001).
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