Current Report Filing (8-k)
September 25 2020 - 5:17PM
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): September 25, 2020
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
8.01 Other Events
Hiring
of David Dickason as Senior Vice President of Pre-Clinical Product Development
On
September 25, 2020, RespireRx Pharmaceuticals Inc. (“the Company”) announced that it had entered into a consulting
contract (the “Contract”) with David Dickason (“Mr. Dickason”), as of September 15, 2020, to serve as
the Company’s Senior Vice President of Pre-Clinical Product Development (“SVP”).
The
press release announcing the hiring of Mr. Dickason is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Determination
by Board to Effect Corporate Action
On September 14, 2020, the Board of Directors
of the Company approved and recommended to the Company’s common stockholders that the common stockholders approve an amendment
to the Company’s Second Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of
common stock, par value $0.001 per share (“Common Stock”) from 1,000,000,000 (1 billion) to 3,000,000,000 (3 billion).
The increase in authorized shares of Common Stock would ensure compliance with Common Stock reserve requirements of certain outstanding
convertible notes, warrants, and of the Certificate of Designation for Series H, 2% Voting, Non-Participating, Convertible Preferred
Stock (the “CoD”), and provide for an adequate number of shares of Common Stock with respect to anticipated
securities offerings to raise equity capital.
The
Company is also considering undertaking a one-for-ten (1:10) reverse split of the Company’s Common Stock. Such action would
require approval by the Board of Directors of the Company and the Company’s common stockholders.
In addition, on September 14, 2020, the Board
of Directors of the Company approved and recommended to the holders of the Company’s Series H, 2% Voting, Non-Participating,
Convertible Preferred Stock, par value $0.001 per share, and with a stated value of $1,000.00 per share (“Series H Preferred
Stock”) that the Series H Preferred Stock stockholders approve an amendment to the CoD to increase the number
of authorized shares of Series H Preferred Stock from 1,200 (one thousand two-hundred) to 3,000 (three-thousand)
shares of Series H Preferred Stock. This increase would allow for additional issuances of Series H Preferred Stock.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
**Furnished
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:
September 25, 2020
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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 (CE) (USOTC:RSPI)
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