Item
1.01 Entry into a Material Definitive Agreement.
On
December 29, 2016, RespireRx Pharmaceuticals Inc. (the “Company”) entered into Common Stock and Warrant Purchase Agreements
(each a “Purchase Agreement”) with certain accredited investors (each, a “Purchaser”), pursuant to which,
in a closing on December 29, 2016, the Company sold units for aggregate cash consideration of $125,000, with each unit consisting
of (i) one share of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), and (ii) one Warrant
to purchase an additional share of Common Stock (each a “Warrant” and collectively, the “Warrants”). On
December 30, 2016, the Company sold additional units to additional Purchasers for aggregate cash consideration of $60,000 in a
second and final closing, bringing the total aggregate consideration paid in the private placement (“Private Placement”)
to $185,000 through December 31, 2016. On December 31, 2016, the Private Placement terminated pursuant to its terms. The price
per unit in the initial closing of the Private Placement was $1.42 (the “Per Unit Price”). The Warrants are exercisable
until 5:00 p.m. on December 31, 2021 and may be exercised at the 110% of the Per Unit Price, or $1.562 per share of Common Stock.
The Warrants have a cashless exercise provision and certain “blocker” provisions limiting the percentage of shares
of Common Stock of the Company that the purchaser can hold upon exercise. The Warrants are also subject to a call by the
Company at $0.001 per share upon ten (10) days written notice if the Company’s Common Stock closes at 200% or more of the
Unit Purchase Price for any five (5) consecutive trading days. The Purchasers were non-affiliated investors. In total, 130,284
shares of Common Stock were purchased in the Private Placement, together with warrants to purchase an additional 130,284 shares
of Common Stock.
In
addition, as set forth in the Supplements to the Purchase Agreement, each Purchaser has the option, but not the obligation, to
exchange the entire amount invested in the Private Placement (but not less than the entire amount), in such Purchaser’s
sole discretion, into any subsequent offering of the Company (each a “Subsequent Offering”) until the earlier of (i)
the completion of Subsequent Offerings by the Company aggregating at least $15 million of gross proceeds to the Company, or (ii)
December 31, 2017. If exchanged, the amount to be invested in a Subsequent Offering will be 1.2 times the amount of the initial
investment in the Private Placement, or 1.4 times the amount of the initial investment if the Company has entered into financing
transactions pursuant to Sections 3(a)(9) or 3(a)(10) of the Securities Act of 1933, as amended, or other financing arrangements
that have full-ratchet anti-dilution provisions (i) without a floor, or (ii) with an indeterminate and potentially infinite number
of shares issuable pursuant to such provisions. If neither termination condition has been reached, and the Company has more than
one Subsequent Offering, the Purchaser may elect to exchange into any Subsequent Offering, regardless of whether such Purchaser
has already exchanged into a Subsequent Offering; provided, however, that the amount invested in such Subsequent Offering
shall only and always be 1.2 (or 1.4, as applicable) times the amount of the initial investment.
In
the case of an Acquisition (as defined in the Purchase Agreement) in which the Company is not the surviving entity, the holder
of each Warrant would receive from any surviving entity or successor to the Company, in exchange for such Warrant, a new warrant
from the surviving entity or successor to the Company, substantially in the form of the existing 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 Warrant, but in the surviving entity.
Unlimited
piggy-back registration rights have been granted with respect to the Common Stock, and the Common Stock underlying the Warrants,
unless such Common Stock is eligible to be sold without volume limits under an exemption from registration under any rule or regulation
of the SEC that permits the holder to sell securities of the Company to the public without registration.
The
Company is obligated to pay placement agent fees, brokerage commissions, finder’s fees or similar payments totaling up to
$13,875 to an unaffiliated qualified referral source as well as warrants up to 7.5% of number of Units sold
in the Private Placement.
The
shares of Common Stock and Warrants were offered and sold 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 as part of the units, the Warrants, the
Common Stock issuable upon exercise of the Warrants or any warrants issued to a qualified referral source. 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 exemption from the registration requirements of the Securities Act.
This
description of the Purchase Agreement, including the form of Warrant, does not purport to be complete and is qualified in its
entirety by reference to the form of Purchase Agreement (including (i) the Form of Warrant attached as Exhibit A thereto, and
(ii) the Supplements thereto), which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.