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 January 17, 2017, the Board of Directors of the RespireRx Pharmaceuticals Inc. (the “Company”)
approved the adoption of the Amendment (the “Amendment”) of the Amended and Restated RespireRx Pharmaceuticals, Inc.
2015 Stock and Stock Option Plan (the “2015 Plan”). As a result of the 325-to-1 reverse stock split of the Company’s
issued and outstanding common stock on September 1, 2016, the shares issuable under the 2015 Plan had effectively been reduced
from 500,000,000 to 1,538,461 by the terms of the 2015 Plan. The Amendment increases the shares issuable under the plan by 1,500,000,
from 1,538,461 to 3,038,641. 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 and the Amendment. A copy of the 2015 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 Amendment is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Award
of Common Stock Options
By
unanimous Written Consent dated January 17, 2017, the Board of Directors of the Company awarded non-qualified options (i) to purchase
75,000 shares of Common Stock of the Company to James S. J. Manuso, (ii) to purchase 50,000 shares of Common Stock of the Company
to each of Arnold S. Lippa, Jeff E. Margolis and Robert N. Weingarten, and (iii) to purchase 25,000 shares of Common Stock of
the Company to each of James Sapirstein and Kathryn MacFarlane; and (iv) to purchase 40,000 shares to Richard D. Purcell. The
options were awarded as compensation for those individuals through June 30, 2016. An additional 80,000 options in the aggregate
were awarded to certain of the Company’s service providers. The awarded options vest in three installments, 25% on January
17, 2017 (the date of grant), 25% on March 31, 2017, and 50% on June 30, 2017, and expire on January 17, 2022. The exercise price
of the options of $3.90 per share is the closing market price of shares of Common Stock of the Company as of the date of issuance.
The foregoing description of the options awarded does not purport to be complete and is qualified in its entirety by reference
to the full text of the Form of Non-Statutory Stock Option Award Agreement under the 2015 Plan, a copy of which is attached as
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 8, 2015, and which is incorporated herein by reference.