Current Report Filing (8-k)
December 18 2019 - 4:31PM
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): December 16, 2019
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-16467
|
|
33-0303583
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S
Employer
Identification
No.)
|
126
Valley Road, Suite C
Glen
Rock, New Jersey
|
|
07452
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on
which registered
|
N/A
|
|
N/A
|
|
N/A
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
December 16, 2019, RespireRx Pharmaceuticals Inc. (the “Company”) and Salamandra, LLC (“Salamandra”) entered
into an amendment (the “Amendment”) to the settlement agreement and release, executed August 21, 2019 (the “Original
Settlement Agreement” and as amended, the “Amended Settlement Agreement”) regarding $202,395 in amounts owed
by the Company to Salamandra (as reduced by any further payments by the Company to Salamandra, the “Full Amount”)
in connection with an arbitration award previously granted in favor of Salamandra in the Superior Court of New Jersey.
Under
the terms of the Original Settlement Agreement, the Company was to pay Salamandra $125,000 on or before November 30, 2019 in full
satisfaction of the Full Amount owed, subject to conditions regarding the Company’s ability to raise certain dollar amounts
of working capital. Under the Amended Settlement Agreement, (i) the Company must pay to Salamandra $25,000 on or before December
21, 2019, (ii) upon such payment, Salamandra must cease all collection efforts against the Company until March 31, 2020 (the “Threshold
Date”), and (iii) the Company must pay to Salamandra $100,000 on or before the Threshold Date if the Company has at that
time raised $600,000 in working capital. Such payments by the Company would constitute satisfaction of the Full Amount owed and
would serve as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth
in the Amended Settlement Agreement. If the Company raises less than $600,000 in working capital before the Threshold Date, the
Company may pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment will reduce
the Full Amount owed on a dollar-for-dollar basis, and Salamandra may then seek collection on the remainder of the debt.
The
description of the Original Settlement Agreement does not purport to be complete and is qualified in its entirety by reference
to the Original Settlement Agreement, which is included as Exhibit 99.4 to the Current Report on Form 8-K filed by the Company
on August 27, 2019, and is incorporated herein by reference. The description of the Amended Settlement Agreement does not purport
to be complete and is qualified in its entirety by reference to the Original Settlement Agreement, as filed, and the Amendment,
which is included as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
A
list of exhibits that are filed as part of this report is set forth in the Exhibit Index, which is presented elsewhere in this
document, and is incorporated herein by reference.
EXHIBIT
INDEX
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: December 18, 2019
|
RESPIRERX PHARMACEUTICALS INC.
(Registrant)
|
|
|
|
|
By:
|
/s/ Jeff E. Margolis
|
|
|
Jeff E. Margolis
SVP, CFO, Secretary and Treasurer
|
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
Historical Stock Chart
From Mar 2024 to Apr 2024
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
Historical Stock Chart
From Apr 2023 to Apr 2024