Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 02 2018 - 4:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Notification
of Late Filing
SEC
File Number: 1-16467
(Check
one):
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[X]
Form 10-K
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[ ]
Form 20-F
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[ ]
Form 11-K
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[ ]
Form 10-Q
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[ ]
Form 10-D
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[ ]
Form N-SAR
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[ ]
Form N-CSR
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For
Period Ended: December 31, 2017
[ ]
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:
Nothing
in this form shall be construed to imply that the
Commission
has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not
applicable.
PART
I - REGISTRANT INFORMATION
RESPIRERX
PHARMACEUTICALS INC.
Full
Name of Registrant
126
Valley Road, Suite C
Address
of Principal Executive Office
(Street and Number)
Glen
Rock, New Jersey 07452
(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) [X]
(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
accountant’s 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 “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report
on Form 10-K for the period ended December 31, 2017 (the “Annual Report”) by the April 2, 2018 filing date applicable
to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements. The Registrant
continues to seek responses to certain audit confirmation requests. Additionally, there were medical issues in the family of the
Registrant’s Chief Financial Officer requiring the attention of the Registrant’s Chief Financial Officer that interfered
with the Registrant’s ability to timely file. As a result, the Registrant is still in the process of compiling and
confirming required information to complete the Annual Report and requires additional time to complete the Annual Report.
The Registrant intends to file a complete Annual Report as soon as practicable within the extension period of fifteen calendar
days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV - OTHER INFORMATION
Name
and telephone number of person to contact in regard to this notification:
Jeff
E. Margolis
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(201)
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444-4947
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(Name)
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(Area
Code)
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(Telephone
Number)
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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
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?
[ ]
Yes [X] No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
RespireRx
Pharmaceuticals Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
April 2, 2018
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RespireRx
Pharmaceuticals Inc.
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By:
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/s/
Jeff E. Margolis
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Jeff
E. Margolis
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Senior
Vice President, Chief
Financial Officer,
Treasurer
and Secretary
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