RespireRx Pharmaceuticals Inc (CE) (RSPI) News

Per the 9/30/23 10Q:
"As of November 14, 2023, the Company had 365,418,647, shares of common stock, $0.001 par value, issued and outstanding."

Per the Company's Transfer Agent on OTCMarkets:
Outstanding Shares as of 7/22/2024....936,463,730

Assuming that those 2 sources are credible there were ~571M shares issued between 11/14/23 and 7/22/24.

To whom? The answer to that question is likely to be in the unfiled 10K. Is that the real reason that it hasn't been filed?

The Subsequent Events section of the 9/30/23 10Q says this:
"During the period from October 1, 2023 through November 9, 2023, three convertible note holders of notes with substantially similar attributes converted $96,712 of principal, $2,923 of interest, $1,000 of conversion fees for a total of $100,635, into 67,090,000 shares of Common Stock at a conversion price, in each case, of $0.0015 per share of Common Stock."


No matter who they were issued to or why, that's a big increase.
It may be worth noting that OTC executives have been known to be lax in their Form 4 beneficial ownership filings. The 2 main players here have not filed a Form 4 since 2020. Has there been no change in their holdings since then?

Good to see facts destroying fud as usual here.

Why do you continue to post false and misleading information? The warrants expired in 2023. Please post the 8k showing new warrants were issued or a form 4.

Undoubtedly these shares must be extremely valuable….

Or either it is Halloween.

Same most recent 10-q….

ResolutionRx, was organized January 11, 2023 as a wholly-owned subsidiary of RespireRx. We are also evaluating whether to organize our EndeavourRx business unit, in part or in whole, into one or more subsidiaries that would conduct R&D of our neuromodulator platform, including either or both of the AMPAkine and GABAkine programs and their related tangible and intangible assets and certain of their liabilities.

The RespireRx Group, comprised of RespireRx, ResolutionRx and EndeavourRx (and Pier, which is inactive), believes that there are advantages to separating these platforms formally into newly formed subsidiaries, including but not limited to optimizing their asset values by making them attractive to separate financing and strategic partnering channels.

10


The Company’s business development efforts (licensing, sub-licensing, joint venture and other commercial structures), if successful, would represent strategic and operational infrastructure additions, as well as cash and in-kind funding opportunities. These efforts have focused on, but have not been limited to, transacting with brand and generic pharmaceutical and biopharmaceutical companies as well as companies with potentially useful clinical development, formulation or manufacturing capabilities, significant subject matter expertise and financial resources. No assurance can be given that any transaction will come to fruition and that, if it does, the terms will be favorable to the Company.

From the last 10-q in late 2023…

There were 395 million warrants exercisable at .0015 until 2028.

Doesn’t include the attached warrants from BOD recent loan.

And the new VP was getting shares at .0015 as well.

Simple DD by reading..

I post the truth free of charge. Are you paid to post? If so how can I get one of those gigs? Check the expiration date on the Form 4. Those warrants expired in 2023.

how much are you being paid to "scare" shareholders out of their shares?

The Form 4s filed in 2020 show that they took Preferred shares convertible into common and warrants expiring on 9/30/23 that had an exercise price of $.007. Did they expire or were they exercised?
Prior to that they took some common based on a $.034 share price, so those shares would now be worth much less if they were still holding them.


RSPI bag holders really need to learn how to DD a company. Especially a company that's going private like RSPI

I venture to say that we probably are all confused a bit with this entire slip to the EM market with silent communications to shareholders.

There is no logic at all to the going private commentary. There are all kinds of stakeholders with shares/warrants at .0015 and preffered/phantom shares that require major "payment events" to unlock. This is all directly in their filings. They are also seeking major funding, that is no secret in their announcements or commentary. Going private provides no liquidity for all stakeholders, no flexibility to attract talent, partners and funding. Makes zero sense.

The pipeline obviously appears tremendous. Structured with some funding to move OSA forward in Australia. DOD funding phase 2 SCI and now KRM-ll-81 exiting NIH preclinicals poised for human trials in pain and epilepsy. Big markets, Big unment needs, Big potential.

The filings also indicate the financials are a mess. Defaults everywhere. Poor management of such. To bring in major funding now, they need to resolve all these liabilities. My opinion is the value of the assets today easily dwarf these liabilities and entering possibily 3-4 human clinical trials in the next 12 months should be realistic goal.

I would love to see a merger of at least some assets with a Nasdaq company with funding available. Clear the bullshit in the filings, get new leadership to manage the business aspects and get institutional on board and provide some equity of said company to existing shareholders/stakeholders. Would it shock anyone that these assets could then sustain a 50-100+ million valuation heading into multiple human clinical trials where success yields many multiples more in valuation??

Yet here these assets sit in the belly of the OTC with no liquidity, no communication, no clarity, no logic. Time is money. Competitors are always advancing. Patents expire. Common sense thoughts I am sure all stakeholders and partners, etc consider. If anything the EM signifies some level of recognition that to move significant assets such as these forward, something different than the ho-hum past status quo on the OTC must be undertaken. At lease that is the hope.

For me, I think the tremendous potential in the assets far outweigh the liabilities and I think they have been very logical and smart with their approach to drug development. I am willing to give them time to iron out the structure and financings to move the ball forward. Clearly management and stakeholders are aligned and incentivized to do as such successfully. My opinion on this all and I accept the risk involved. Good luck to all.

Judging from all the input on this board, there are a number of scenarios after emergence from EM. One scenario is that when RSPI has a successful phase 2 candidate which will be followed by emerging from EM is that it will partner with Eli Lilly for the enormously expensive phase 3 trial. Am I wrong in believing that RSPI will NOT go private, where the principles will benefit from a much higher share price?

"The fact Insiders own 30% of the stock already"
Where's that from? The holdings info I was able to find was ancient.

I'm also confused by your "going private" process. If your assertion that the EM entry was intentional is correct and its purpose was to drive the PPS down, allowing management to buy the Company on the cheap, then are you saying that:
1. Management has the votes to approve a buyout in which they are the buyers.
2. Current holders will be forced to sell their shares at that lower price.
3. Management believes that shares are worth more than they sold for going into the EM.

??? I'm confused.

The fact Insiders own 30% of the stock already is even more proof they are going private. Here is a little hint for you. When its all said and done insiders will own 100% of common/control RSPI shares and take the company private so they do not have to divide any profits among existing shareholders.

I think we’ll be pleasantly surprised sooner v later. “Trading” in limbo on EM is a huge hindrance in my book to attract parters, talent, investors, etc. it becomes an unwanted tarnished reflection.

This pipeline of horses are at the starting gate. Bets are placed. Time for these stallions to run free..

IF ANYONE IS DUMB ENOUGH OR WORRIED WITH PRIVATE TAKE A LOOK AT LINK BELOW

https://www.secform4.com/insider-trading/849636.htm

Insiders own almost 30 percent of the o/s. Limited shares available. No way they go
Private they would clearly pocket less money.

If you have a position sub 003 average consider yourself fortunate. This will run big once back on market and any funding is released minimum 02 run before consolidation period then once further news hits 05 and above.

This won’t pay up in 1-2 months but 6-18 months we all looking at 10-20x

It’s what people with absolutely no life do. He’s miserable so he wants others to be miserable as well. He cannot stand the idea that anyone might strike it rich on one of these.

I am sure the straggling bashers here just want to see noteholders and shareholders sell out their equity positions at whatever price.

% of Shares owned = % of shares of these assets whether they trade on EM, OTC or Nasdaq or even as a private enterprise.

Once they figure out additional funding and structure to support grant funding programs and DOD funded SCI trials this will reemerge and launch back into public trading at much higher valuations.

There is a reason all stakeholders aligned with equity positions and preferred/executives require huge payment events to unlock additional equity. Certainly trading on the EM for peanuts while bashers light up your investment message board is not one of those reasons..

Why do you care if people lose money in this stock isn't there another stock or investment you can make money in?

Hey look, another clueless RSPI shareholder. You might want to do some actual DD on the topic because you have no clue what you are talking about. Those so called warrants are a thing of the past. They are no longer valid. The debt is secured with shares of stock. Noteholders were issued shares of stock with a PAR value of .0001. Again the only option for shareholders and or Noteholders is to sell at whatever the current market value is. RSPI CEO made a brilliant move letting the stock go to the Expert Market. It cleared the path for them to go private.

Agree. There is no trading liquidity. There is a reason this board is being constantly read and visited by doomsayers.

Must be significant value in any abandoned shares that can be loosened.

Anyone with half a brain can apply logic and surmise what is likely ongoing in the background here. IMO they got the goods.

Agree. There is no trading liquidity. There is a reason this board is being constantly read and visited by doomsayers.

Must be significant value in any abandoned shares that can be loosened.

Anyone with half a brain can apply logic and surmise what is likely ongoing in the background here. IMO they got the goods.

There are many stakeholders here. Insiders and executives with warrants and loans outstanding. Convertible debt holders. Institutional. Medical Centers, partners/providers, DOD/NIH have supported. They are looking for new funding sources. This future success of company/ROI for stakeholders requires liquidity. Going private makes zero sense.

Now maybe there is some tax advantage or such to transition company to a different exchange or part of M&A/funding agreements by having current value of peanuts vs properly valuing company in the 10s if not 100 million range. Who knows.

You aren't very bright are you? Why would he tell a shareholder his plans to go private? Obviously you know nothing about trading or even business for that matter. If he told you anything that was not already public or even hinted at it he would be in violation of Reg-FD. Any information he gives a shareholder that is not already public would be considered insider information. Learn how trading works...

Thanks for the tip jeoff

Please move to Canada and keep buying. - Jeff

The only reason a CEO would allow their company to be placed on the Expert Market is if they wanted the price to tank. Most shareholders only have the option to sell. It doesn't take a rocket scientist to see this company is going private and shareholders are getting screwed. By moving to the EM management and insiders are assured no new shareholders can purchase shares. They know as time passes bag holders will eventually sell at .0001 for a tax loss. The only ones that can buy are out of the US so that gives the company and its insiders the opportunity to repurchase ALL the outstanding shares at deep discount without having to make an offer to shareholder to buy them out.

Shareholders would not accept a buyout offer of .0001 per share but by the company going to the EM they have no other options. The company can buy back all the shares for less than $100k now. If they made an offer to shareholders to buy them out that price would be much higher


Authorized Shares
2,000,000,000
07/22/2024
Outstanding Shares
936,463,730

So again you talk about money. All you are doing is proving to the board you are butt hurt over your investment decisions. People who actually have money do not brag about it or try and belittle those who do not have it. You are not fooling anyone.

I ain’t reading all that from a person poorer than me.
Looks like brokie talk. Poor people like to talk a lot of game to hide their empty pockets. Get ur money up lil kid or stfu.

Actually people with skin in the game are here. Naysayers with no stake are just rodents destined to be driven over and remembered as roadkill.

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I can imagine A.I. being utilized to accelerate the development of candidate drug compounds and such. In the end however, A.I. can only predict and understand based upon inputs from the human experiences programming such. I think it will be a very long time before A.I. will have enough confidence to predict drug impacts on humans without going through rigorous human clinicals. Too many unknowns and risks that investors, patients, doctors, etc will not tolerate.

Overall definitely another tool to accelerate advancements in society.

In doing research on artificial intelligence the one guy out of the two or three in the world that most people interview for informed perspective on the matter says there's a machine that can set on top of the desk and you can ask questions of it as an artificial intelligence device as to what would happen chemically if you combine X Y and Z for instance in other words it's it's a chemistry laboratory with all the knowledge human beings have of chemistry without the beakers and the actual liquids and professors and show on. And supposedly this is a reality now that many people in medical science are using a shortcuts and then of course if the AI machine says hey here's a combination that will cure cancer then the human beings rushed to an actual laboratory and repeat the experiment or test out them the solution Advanced by artificial intelligence. But what it does is it helps to clear the pathway forward as to what might be efficacious and what might not be efficacious since the computers can take all the knowledge and from what I understand do trillions of operations per second whereas in the recent past it's only been able to do billions of operations per sec. So with all of this computational Statistics which makes up artificial intelligence according to Patrick Henry Winston got arrested Soul who was in charge of the artificial intelligence Department in MIT for 25 years and who is not afraid of it because he said well it's intelligent she did not see it attaining Consciousness the ability to feel pain and so forth. It just seems that the people during the medical science nrspi have to have available to them the most modern technological advancements in artificial intelligence to help refine strategically the direction they take with their experiments and you just have to have that kind of knowledge and experience of a Dr LIPA to be able to forge a strategic path forward with artificial intelligence compared to being a Lewis and Clark who know how to explore but going into Virgin Territory and kind of Meandering their way through with what expertise they have to offer. In the end with the Advent and exponential increase in artificial intelligence is going to take people with integrity and values like Dr LIPA to associate with other people like Dr Lipa to get quality and not Shams and scams in the area of Medical Science in particularly pharmaceuticals?

"the other side"...

In my opinion.... will come sooner than later. With these assets moving into human clinicals and the massive potential of their pipeline it becomes delicate that they are conducting all business activitities with integrity or they open the door to all kinds of headaches down the road as well as loss of opportunity. The silence on all matters and allowing their stock to now move to the EM speaks volumes.

Stakeholders including recent institutional, debt holders, executives, industry & medical center partnerships and even us little long retail investors are clearly watching how they move all this forward. Stakeholder minimal expectations would be to have the company positioned to capitalize and execute on DOD funding moving SCI drug into phase 2 and NIH grant potential for KRM-ll-81 successfully exiting NIH preclinicals into human trials as well as all the effort and partners setting up the OSA program in Australia and moving that program forward.

Just absolutely huge potential across the board, yet here the corporation is now situated trading under 1 million in valuation in an illiquid public trading platform. I would not expect this abberation to last that long as again this along with all the silence begs a significant slew of questions amongst stakeholders and frankly probably amongst future stakeholders as well. I suppose many of us have a "make this make sense" thought rolling around in our heads...

That's because a lot of bag holders got trapped on the last pump and dump. This stock is worthless because the company is going private.

On the off note even in EM we are top 5 in breakout boards lol. Even with this is out of commission eyes still carefully watching

Right on RSPI

For the short-term it sucks being on the Expert Market! I have faith in this investment 100% that we will do very well on the other side of this.

Agree. I am guessing they are looking for support long term from sophisticated, professional and institutional investors and not otc traders.

No matter how many pr or 8k he releases pps not gona pop because u.sa traders can't buy in EM market

I believe several of their scientists as well as the VP businessman they brought in late last year have histories with Lilly.

Maybe is meaningless or possibly meaningful as several pipeline endeavors overlap a bit.

I tend to agree and RSPI probably looking for that scenario more around phase 2/3 clinicals when success will yield many multiples more in value compared with current exiting preclinicals successfully.

However, with pharmaceutical industry flush with cash one could imagine BP possibly interested in some equity stake as part of a funding round. If the pipeline assets potentially fit their company, a smallish risk/investment now could really payoff when time comes to purchase a drug asset!

I would guess many possible paths of funding on the table.

I think Lilly buyout if it does happen will be far into the future, a situation which hinges upon many variables.

Still even with the current developments which I believe will be lucrative for us investors if we’re being honest we’re still fairly early in the process of actually pharmaceutical usage of their drug.

They will need some kinda of fda approval before any sort of buyout is discussed or worked on. And for fda backing many more hoops need to be jumped through.

The two 2024 publications that I posted both had Lippa and Cerne as authors. I have more than 80 publications in high tier journals (i.e., I know a lot about science/publishing). Many of these medical journals have three reviewers, all of whom are highly respected in their fields. Cerne works for Eli Lilly. He participated in the research and writing of those papers in order to be an author. So, Eli Lilly paid, at least to some extent, the research and perhaps the publication fee. Possible scenario: Lippa left Eli Lilly to develop the few prospects in the RSPI pipeline using funds from stock sales and grants, thus saving development funds. Under this possible scenario, when will Lilly buy out RSPI?

Quote He did say tho 8-k’s will keep coming even in EM

Correct

He can’t give one one one advice. That’s insider trading. He did say tho 8-k’s will keep coming even in EM. Also stated his experience in the auditing nature of companies, as he spent 28 years in investment banking. Also reaffirmed his vested interest in the well being of the company as he holds a considerable amount of shares in it.

When I asked was it blander on the company management that we are approaching EM? He responded by redirecting the question to the top half of the 8-k saying that the ATT deal is a huge step to find avenues in funding. Also said only otc traders are concerned with short term price. I found what he said after to be really ironic, ‘trading otc on the day to day is a dangerous game.’

We should be extremely blessed to get a Buyout news. In reality very hard for BO to happen just like that. For some reason I have great Faith in this Management / Team. Hopefully they will make all the right moves. Good luck to all.

Cool thanks for letting us know bro!

Even if it was a after hours buy should see it posted on lv2 but I don’t. Unless it was so small like 1 share it slipped right through

I don't know doesn't show.

Ok. Error maybe. Sorry I thought he joking

He said it was a after hours trade

What was the share count buy?