1.01 Entry into a Material Definitive Agreement.
November 4, 2019 (the “Effective Date”), RespireRx Pharmaceuticals Inc. (the “Company”) and Odyssey Funding,
LLC (the “Lender”) entered into a Securities Purchase Agreement (the “SPA”) by which the Lender provided
a sum of $156,400 (the “Consideration”) to the Company, in return for a convertible note (the “Note”)
with a face amount of $170,000, among other agreements and obligations. The net proceeds of the Consideration, which were received
by the Company on November 4, 2019 and which will be used for general corporate purposes, equal $147,900 after payment of $8,500
in Lender’s legal fees. Under the terms of the SPA and the Note, the Lender paid the Consideration, less fees as noted above,
Note obligates the Company to pay by November 4, 2020 a principal amount of $170,000 together with interest at a rate equal to
10% per annum, which principal exceeds the Consideration by the amount of an original issue discount of $13,600. Upon an Event
of Default (as defined in the Note), interest would accrue at the rate of 24% per annum. Certain Events of Default result in penalty
payments, increases in principal amounts due, or decreases in Lender’s conversion price.
Lender has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the Note into shares of
common stock of the Company (“Common Stock”), provided that such conversion would not result in the Lender beneficially
owning more than 4.99% of the outstanding shares of Common Stock. Subject to certain limitations and adjustments as described
in the Note, the Lender may convert at a per share conversion price equal to 60% of the lowest trading price of the Common Stock
as reported by the exchange on which the Company’s shares are traded, for the twenty prior trading days including the day
upon which a notice of conversion is received by the Company or its transfer agent. The lowest trading price is the lowest
trading price at which a minimum of one hundred shares were traded. Upon such conversion, all rights with respect to the portion
of the Note being so converted terminate, except for the right to receive Common Stock, cash or other assets as provided in the
Note due upon such conversion.
Company may prepay the outstanding principal amount under the Note during the initial 60 calendar day period after the Effective
Date, by making a payment to the Lender of an amount in cash equal to 125% multiplied by the outstanding principal amount plus
accrued and unpaid interest. The Company may prepay the outstanding principal amount under the Note during the period from the
61st through the 120th calendar day following the Effective Date, by making a payment to the Lender of an amount in cash equal
to 135% multiplied by the outstanding principal amount plus accrued and unpaid interest. The Company may prepay the outstanding
principal amount under the Note during the period from the 121st through the 180th calendar day following the Effective Date,
by making a payment to the Lender of an amount in cash equal to 145% multiplied by the outstanding principal amount plus accrued
and unpaid interest. The Company may not prepay any amount outstanding under the Note after the 180th calendar day following the
certain Sale Events (as defined in the Note), the Lender may redeem the Note in cash for 150% of the principal amount, plus accrued
and unpaid interest through the date of redemption.
SPA obligates the Company to list any shares of Common Stock received upon the Lender’s conversion on each exchange or automated
quotation system, if any, upon which shares of Common Stock are then listed, among other covenants.
Note and the shares of Common Stock issuable upon conversion thereof are offered and sold to the Lender in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2)
of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 promulgated by the SEC under the 1933 Act.
Pursuant to these exemptions, the Lender represented to the Company under the SPA, among other representations, that it was an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D under the 1933 Act.
descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the SPA
and the Note, which are included as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.