RSPI RespireRx Pharmaceuticals Inc (PK)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2020, the Board of Directors (the “Board”) of RespireRx Pharmaceuticals Inc. (“RespireRx” or the “Company”) appointed Timothy Jones to serve as a director on the Board, effective immediately, to fill the vacancy created by the resignation of James Sapirstein from the Board, as disclosed on the Current Report on Form 8-K filed by the Company on December 30, 2019.

Mr. Jones’ experience includes 15 years of API (active pharmaceutical ingredient) sales, business development, and sourcing in the niche, controlled substances space. He is recognized in the industry for his expertise in the strategic development and growth of active pharmaceutical ingredient categories, through partnerships with a broad cross section of brand and generic companies worldwide. His extensive knowledge base and expertise across multiple pharmaceutical disciplines have contributed to his successful track record of financial growth. He previously held leadership roles with QuVa Pharma, Par Sterile Products, and Johnson Matthey. “Few people have the overall experience in the cannabinoid business that Tim does. During the last three years at Noramco, Inc. (“Normaco”) and now the Noramco-created Purisys LLC (“Purisys”), Mr. Jones’ strategic commercial and business development acumen was instrumental in driving their expansion into one of the world’s largest synthetic cannabinoid manufacturers,” said Dr. Arnold Lippa, Executive Chairman, Interim CEO, Interim President and Chief Scientific Officer of RespireRx.

Mr. Jones will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board. In connection with his appointment to the Board, Mr. Jones will be bound by the Company’s standard form of indemnification agreement. The Board did not appoint Mr. Jones to any Board committee.

Mr Jones is the Vice President Global Pharmaceutical and Medical OTC at Purisys, an affiliate of Noramco formed in September 2019. Mr. Jones received approval to join the Board of Directors of the Company from, Purisys, subject to (i) Mr. Jones’ recusal from Company discussions about Noramco or Purisys, and (ii) Mr. Jones’ relinquishment of responsibility of the Company’s account representation to the Chief Executive Officer and President of Purisys. In September 2018, the Company entered into a Development and Supply Agreement with Noramco (“Agreement”), as previously disclosed in its Quarterly Report on Form 10-Q filed November 16, 2018, which Agreement was assigned to Purisys effective December 30, 2019. As of the date of this Current Report on Form 8-K, nothing has been provided to the Company under the Agreement, but materials and services may be supplied to the Company in the future by Purisys under the terms and conditions provided in the Agreement.

Except as noted above, here is no arrangement or understanding between Mr. Jones and any other persons pursuant to which he was appointed to serve on the Board. The Company is not aware of any transaction or relationship involving Mr. Jones requiring disclosure under Item 404(a) of Regulation S-K. The press release announcing the appointment of Mr. Jones is attached as Exhibit 99.1 to this Current Report on Form 8-K.