Current Report Filing (8-k)
December 14 2021 - 4:13PM
Edgar (US Regulatory)
0000849636
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0000849636
2021-12-14
2021-12-14
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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 14, 2021
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-16467
|
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33-0303583
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S
Employer
Identification
No.)
|
126
Valley Road, Suite C
Glen
Rock, New Jersey
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07452
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(Address
of principal executive offices)
|
|
(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:
☐
|
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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☐
|
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 December 1, 2021, RespireRx Pharmaceuticals Inc. (the “Company”) and White
Lion Capital, LLC (“White Lion”) entered
into a third amendment (the “Note Amendment No. 3”) to that certain 8% Fixed Promissory Note, dated as of July 28, 2020,
as amended on September 30, 2020 and as of July 27, 2021 (as amended, the “Commitment Note”), issued by the Company for the
benefit of White Lion. The Amendment No. 3 was signed on December 14, 2021. The Note Amendment
No. 3 changes the maturity date of the Commitment Note from December 1, 2021 to June 30, 2022, and in consideration therefor, increases
the total principal amount from $45,000 to $53,000 and the currently outstanding principal amount from $20,000 to $28,000.
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
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:
December 14, 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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