Item
1.01 Entry into a Material Definitive Agreement.
December
2018 and January 2019 Issuances of Convertible Promissory Notes and Warrants
As
was disclosed on the Company’s Current Report on Form 8-K on December 17, 2018, (i) the Board of Directors of RespireRx
Pharmaceuticals Inc. (the “Company”) approved the issuance of convertible promissory notes (each a “December/January
Note” and together, the “December/January Notes”), for up to, in the aggregate, no more than $150,000 of principal
amount as well as associated warrants (each a “December/January Warrant” and together, the “December/January
Warrants”), on December 6, 2018; and (ii) pursuant to this approval, the Company issued December/January Notes to two stockholders
of the Company on December 6, 2018 and December 7, 2018 in an aggregate amount of $55,000, as well as December/January Warrants.
On
December 28, 2018 and January 2, 2019, a stockholder of the Company (the “December/January Lender”) loaned the Company
$25,000 and $10,000, respectively, each in return for a December/January Note and a December/January Warrant. The proceeds of
the loans will be used for general corporate purposes.
Each
December/January Note was payable on February 28, 2019, and bears interest at a rate equal to 10% per annum, with any accrued
but unpaid interest added to the principal amount at the end of each year that the balance is outstanding.
Each
December/January Warrant is a common stock purchase warrant, to purchase up to 45,000, 10,000, 25,000 and 10,000 shares, respectively,
of the Company’s common stock, par value $0.001, from the date of issuance until December 30, 2023, at an exercise price
of $1.50 per share of common stock.
The
December/January Lender has the right, but not the obligation, to convert any outstanding principal and accrued interest in connection
with the December/January Notes into the first closing of the next board-approved, exempt private offering of the Company’s
securities. Upon such conversion, the December/January Notes would be deemed repaid and terminated, and the December/January Lender
would be entitled to retain any associated December/January Warrants.
This
description of the December/January Notes, including the December/January Warrants, does not purport to be complete and is qualified
in its entirety by reference to the form of Note (including the Form of Warrant attached as Exhibit A thereto), which is included
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
February
2019 Issuance of Convertible Promissory Notes and Warrants
On
February 22, 2019, the Board of Directors of the Company approved the issuance of additional convertible promissory notes (each
a “February Note” and together, the “February Notes”), for up to, in the aggregate, no more than $275,000
of principal amount inclusive of the December/January Notes, as well as associated warrants (each a “February Warrant”
and together, the “February Warrants”).
On
February 27, 2019, two stockholders of the Company (each, a “February Lender” and together, the “February Lenders”)
loaned the Company $50,000 and $20,000, respectively, each in return for a February Note and a February Warrant. The proceeds
of the loans will be used for general corporate purposes.
Each
February Note will be payable on April 30, 2019, and bear interest at a rate equal to 10% per annum, with any accrued but unpaid
interest added to the principal amount at the end of each year that the balance is outstanding.
Each
February Warrant is a common stock purchase warrant, to purchase up to 50,000 and 20,000 shares, respectively, of the Company’s
common stock, par value $0.001, from the date of issuance until December 30, 2023, at an exercise price of $1.50 per share of
common stock.
Each
February Lender has the right, but not the obligation, to convert any outstanding principal and accrued interest in connection
with each respective February Note into the first closing of the next board-approved, exempt private offering of the Company’s
securities. Upon each such conversion, such February Note would be deemed repaid and terminated, and such February Lender would
be entitled to retain any associated February Warrants.
This
description of the February Notes, including the February Warrants, does not purport to be complete and is qualified in its entirety
by reference to the form of Note (including the Form of Warrant attached as Exhibit A thereto), which is included as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated herein by reference.