Current Report Filing (8-k)
June 06 2018 - 05:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 31, 2018
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S
Employer
Identification No.)
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126
Valley Road, Suite C
Glen
Rock, New Jersey
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07452
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 444-4947
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
May 31, 2018, the Company entered into separately negotiated Note Exchange Agreements (each a “
Note Exchange Agreement
”)
with certain Note Offering Purchasers (as defined below) whereby each such Note Offering Purchaser exchanged the 10% Convertible
Note (each a “
Note
” and collectively, the “
Notes
”), that such Note Offering Purchaser had
initially obtained from the Company on November 5, 2014, December 9, 2014, or December 31, 2014, in return for an aggregate of
226,288 shares of the Company’s common stock, par value $0.001 per share (“
Common Stock
”). In the aggregate,
$169,714.79 principal amount and accrued interest of Notes were exchanged and cancelled as a result of these transactions.
As
of March 31, 2018, $245,000 aggregate principal amount of the Company’s 10% Convertible Notes remained outstanding and,
as a result of the transactions discussed above, to date $125,000 aggregate principal amount of Notes remain outstanding.
The
Notes were issued to several accredited investors (each a “
Note Offering Purchaser
”) during the period from
November 2014 through February 2015, and involved the sale of Notes and certain warrants offered with the Notes, (the “
Note
Offering Warrants
”). The Notes initially were scheduled to mature, and Note Offering Warrants were initially exercisable
through, September 15, 2015; on August 13, 2015, however, the Company elected, pursuant to the terms of the Notes, to extend the
maturity date of the Notes to September 15, 2016, and to issue extension Warrants on and as of September 15, 2015. Concurrently
with that election, the Company extended the term of the Note Offering Warrants to September 15, 2016. All of the Note Offering
Warrants and extension Warrants have expired by their terms. A copy of the Purchase Agreement, including the form of Note and
form of Warrant, used in the Note Offering was filed by the Company as Exhibit 10.1 to its Current Report on Form 8-K filed November
12, 2014.
This
description of the Note Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Note Exchange Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company may
subsequently enter into similar exchanges with other holders of Notes, although no assurance can be provided that this will occur.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The purchasers
of shares of Common Stock sold in the exchanges described above made representations to the Company that they met the accredited
investor definition of Rule 501 of the Securities Act, and the Company relied on such representations. The offer and sale of the
shares of Common Stock in the exchanges were made in reliance on the exemption from registration afforded by
Section 4(a)(2) of the Securities Act. The offering of the shares of Common Stock in the exchanges were made to existing security
holders of the Company and were not conducted in connection with a public offering, and no public solicitation or advertisement
was made or relied upon by any investor in connection with the offering. This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
A
list of exhibits required to be filed as part of this report is set forth in the Exhibit Index, which follows, and is incorporated
herein by reference.
EXHIBIT
INDEX
*
filed herewith
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
June 6, 2018
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RESPIRERX
PHARMACEUTICALS INC.
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(Registrant)
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By:
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/s/
Jeff E. Margolis
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Jeff
E. Margolis
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SVP,
CFO, Secretary and Treasurer
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RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
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