Current Report Filing (8-k)
July 30 2021 - 4:12PM
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): July 27, 2021
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
1.01 Entry into a Material Definitive Agreement.
Commitment
Note Amendment
Effective
as of July 27, 2021, RespireRx Pharmaceuticals Inc. (the “Company”) and White
Lion Capital, LLC (“White Lion”) entered
into an amendment (the “Note Amendment”) to that certain 8% Fixed Promissory Note, dated as of July 28, 2020, as amended
on September 30, 2020 (as amended, the “Commitment Note”), issued by the Company for the benefit of White Lion.
The Note Amendment changes the maturity date of the Commitment Note from July 28, 2021 to December 1, 2021, and in consideration therefor,
increases the total principal amount from $40,000 to $45,000 and the currently outstanding principal amount from $15,000 to $20,000.
The
foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Note
Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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
On
July 29, 2021, the Board of Directors of the Company approved the adoption of the Sixth Amendment (the “Sixth Amendment”)
of the Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (the “2015 Plan”). The Sixth
Amendment increases the number of shares issuable under the 2015 Plan by 7,000,000, from 15,898,526 to 22,898,526. 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 Sixth Amendment.
The
2015 Plan provides for the issuance of shares of the Company’s common 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. Prior to the approval of any amendments to the 2015 Plan, 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 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. 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. A copy of the Third Amendment of the 2015 Plan was filed by the
Company on January 4, 2019, as Exhibit 99.4 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Fourth
Amendment of the 2015 Plan was filed by the Company on May 6, 2020, as Exhibit 99.7 to a Current Report on Form 8-K and is incorporated
herein by reference. A copy of the Fifth Amendment of the 2015 Plan was filed by the Company on August 3, 2020, as Exhibit 99.14 to a
Current Report on Form 8-K and is incorporated herein by reference. A copy of the Sixth Amendment is attached as Exhibit 99.8 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
* 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:
July 30, 2021
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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 (CE) (USOTC:RSPI)
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