Amended Quarterly Report (10-q/a)
August 12 2016 - 11:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2016
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
file number: 1-16467
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
33-0303583
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(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
Identification
Number)
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126
Valley Road, Suite C
Glen
Rock, New Jersey 07452
(Address
of principal executive offices)
(201)
444-4947
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
[X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes
[X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
[ ] No [X]
As
of August 5, 2016, the Company had 656,159,420 shares of common stock, $0.001 par value, issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1
to Quarterly Report on Form 10-Q/A (this “Amended Report”) is being filed with the Securities and Exchange Commission
to amend the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 (the “Original 10-Q”) of RespireRx
Pharmaceuticals Inc., solely to furnish XBRL (eXtensible Business Reporting Language) documents under Exhibit 101.
Except for the foregoing, this Amended
Report speaks as of the filing date of the Original 10-Q and does not update or discuss any other Company developments after the
date of the Original 10-Q. This Amended Report restates only those portions of the Original 10-Q affected by the above changes.
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
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RESPIRERX
PHARMACEUTICALS INC.
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|
(Registrant)
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Date:
August 12, 2016
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By:
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/s/
JAMES S. MANUSO
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James
S. Manuso
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President
and Chief Executive Officer
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Date:
August 12, 2016
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By:
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/s/
ROBERT N. WEINGARTEN
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Robert
N. Weingarten
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Vice
President and Chief Financial Officer
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INDEX
TO EXHIBITS
The
following documents are filed as part of this report:
Exhibit
Number
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Description
of Document
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10.1
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Amended
and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan, incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 6, 2016.
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|
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10.2
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Form
of Unit Exchange Agreement (including the Form of Warrant), incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 11, 2016.
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10.3
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Form
of Note Exchange Agreement, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on April 11, 2016.
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31.1*
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Officer’s
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Officer’s
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Officer’s
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Officer’s
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS**
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XBRL
Instance Document
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101.SCH**
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XBRL
Taxonomy Extension Schema Document
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101.CAL**
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.LAB**
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL
Taxonomy Extension Presentation Linkbase Document
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101.DEF**
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XBRL
Taxonomy Extension Definition Linkbase Document
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*
Previously Filed.
**
In accordance with Regulation S-T, the XBRL related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall
be deemed “furnished” herewith not “filed.”
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