Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Approval
of Amended and Restated 2015 Stock and Stock Option Plan
By
unanimous Written Consent dated March 31, 2016, the Board of Directors of the RespireRx Pharmaceuticals Inc. (the “Company”)
approved the adoption of the Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (as amended,
the “2015 Plan”). The 2015 Plan increases the number of shares previously available under the 2015 Plan from 250,000,000
to 500,000,000 and substitutes the Company’s new name, “RespireRx Pharmaceuticals Inc.,” for its former name,
“Cortex Pharmaceuticals, Inc.,” where such name appears in the 2015 Plan. Previously, on June 30, 2015, the Company’s
Board of Directors approved the Cortex Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (the “Initial 2015 Plan”)
with 150,000,000 shares reserved for issuance thereunder. On August 18, 2015, the Board, acting by written consent, amended the
Initial 2015 Plan, increasing the number of shares that may be issued under the Initial 2015 Plan from 150,000,000 to 250,000,000.
Other than the change in the number of shares available under the plan, and the change to the Company’s name, no other changes
were made to the 2015 Plan.
The
2015 Plan provides for the issuance of shares of Company stock, in the form of stock grants and options to directors, officers,
employees, consultants and other service providers of the Company. The Company currently does not intend to submit this plan for
stockholder approval. Accordingly, the 2015 Plan does not contemplate the issuance of Incentive Stock Options. The foregoing description
of the 2015 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2015 Plan,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Award
of Common Stock Options
By
unanimous Written Consent dated March 31, 2016, the Board of Directors of the Company awarded non-qualified options (i) to purchase
26,500,000 shares of Common Stock of the Company to James S. J. Manuso, (ii) to purchase 24,000,000 shares of Common Stock of
the Company to each of Arnold S. Lippa, Jeff E. Margolis and Robert N. Weingarten, and (iii) to purchase 10,000,000 shares of
Common Stock of the Company to each of James Sapirstein and Kathryn MacFarlane. The options were awarded as compensation for those
individuals through December 31, 2016. The awarded options vest in four equal installments, 25% on March 31, 2016 (the date of
grant), 25% on June 30, 2016, 25% on September 30, 2016, and 25% on December 31, 2016, and expire on March 31, 2021. The exercise
price of the options of $0.0227 per share is the closing market price of shares of Common Stock of the Company as of the date
of issuance. The foregoing description of the options awarded does not purport to be complete and is qualified in its entirety
by reference to the full text of the Form of Non-Statutory Stock Option Award Agreement under the 2015 Plan, a copy of which is
attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 8, 2015, and which is incorporated herein
by reference.