Current Report Filing (8-k)
January 04 2019 - 4:20PM
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): December 28, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Approval
of Amendment of the Amended and Restated 2015 Stock and Stock Option Plan
By
unanimous Written Consent dated December 28, 2018, the Board of Directors of RespireRx Pharmaceuticals Inc. (the “
Company
”)
approved an increase of 2,000,000 shares to the number of shares covered by the Amended and Restated RespireRx Pharmaceuticals
Inc. 2015 Stock and Stock Option Plan (the “
2015 Plan
”). The Third Amendment of the 2015 Plan (the “
Amendment
”),
effecting that increase, is attached hereto as Exhibit 99.4 and is incorporated herein by reference. The Amendment increases the
shares issuable under the 2015 Plan by 2,000,000, from 6,985,260 shares to 8,985,260. Other than the change in the number of shares
available under the 2015 Plan, no other changes were made to the 2015 Plan by the Amendment.
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 has not submitted, and currently does not intend
to submit, the 2015 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 as amended. A copy of the Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and
Stock Option Plan was filed by the Company on April 6, 2016, as Exhibit 10.1 to a Current Report on Form 8-K and is incorporated
herein by reference. A copy of the First Amendment of the 2015 Plan was filed by the Company on January 23, 2017, as Exhibit 10.1
to a Current Report on Form 8-K and is incorporated herein by reference and a copy of the Second Amendment of the 2015 Plan was
filed by the Company on December 14, 2017, as Exhibit 10.3 to a Current Report on Form 8-K 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:
January 4, 2019
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RESPIRERX
PHARMACEUTICALS INC.
(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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