Filed
pursuant to Rule 253(g)(2)
File
No. 024-11602
Supplement
No. 4 DATED JANUARY 10, 2022
(to
the Offering Circular dated December 13, 2021)
RespireRx
Pharmaceuticals Inc.
126
Valley Road, Suite C
Glen
Rock, New Jersey 07452
(201)
444-4947
This
Offering Circular Supplement No. 4 (“Supplement No. 4”) supplements and amends the offering circular of RespireRx Pharmaceuticals,
Inc. (the “Company”) dated December 13, 2021 as previously supplemented by Offering Circular Supplement No. 1 on December
14, 2021 and by Offering Circular Supplement No. 2 on December 14, 2021 add by Offering Circular Supplement No. 3 on January 3, 2022
(the “Offering Circular”), relating to Company’s Tier 2 offering under Regulation A of Section 3(6) of the Securities
Act of 1933, as amended, of up to 375,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at an offering price of $0.02 per share, for a maximum offering amount of $7,500,000 (the “Offering”). This
Supplement No. 4 should be read in conjunction with the Offering Circular and is qualified by reference to the Offering Circular except
to the extent that the information in this Supplement No. 4 supersedes the information contained in the Offering Circular.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
January 4, 2022, Mr. Timothy Jones, the President and Chief Executive Officer and member of the Board of Directors (“BOD”)
of RespireRx Pharmaceuticals, Inc. (the “Company”) notified the Company of his intent to resign which he and the Company
subsequently agreed would target January 31, 2022 and would include his resignation as a member of the BOD.
The
BOD intends to appoint Arnold S. Lippa as the Interim President and Interim Chief Executive effective upon Mr. Jones’ departure.
The terms of Mr. Jones’ employment agreement, as amended, remain in effect.
The
Company has had non-contentious preliminary discussions with Mr. Jones regarding the timing, transfer of responsibilities, process, expectations
during the transition period through his departure date, as well as related financial matters. The discussions were preliminary and do
not represent final terms, conditions or processes at this time. If the Company enters into any subsequent agreement with Mr. Jones regarding
the circumstances of his resignation or departure, the Company will file a subsequent report on Form 8-K.
Mr.
Jones indicated in those preliminary discussions that he is resigning to pursue a consulting practice.
This
Supplement No. 4 attaches the Current Report on Form 8-K that the Company filed with the U.S. Securities and Exchange Commission on January
10, 2022.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page 10 of the Offering Circular, and under similar headings in any amendments or supplements
to the Offering Circular.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of the Offering Circular or this Supplement No. 1. Any representation to the contrary is a criminal offense.
The
date of this Supplement No. 4 is January 10, 2022
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):
January 4, 2022
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2022, Mr. Timothy Jones, the President
and Chief Executive Officer and member of the Board of Directors (“BOD”) of RespireRx Pharmaceuticals, Inc. (the “Company”)
notified the Company of his intent to resign which he and the Company subsequently agreed would target January 31, 2022 and would include
his resignation as a member of the BOD.
The BOD intends to appoint Arnold S. Lippa as the
Interim President and Interim Chief Executive effective upon Mr. Jones’ departure. The terms of Mr. Jones’ employment agreement,
as amended, remain in effect.
The Company has had non-contentious
preliminary discussions with Mr. Jones regarding the timing, transfer of responsibilities, process, expectations during the transition
period through his departure date, as well as related financial matters. The discussions were preliminary and do not represent final terms,
conditions or processes at this time. If the Company enters into any subsequent agreement with Mr. Jones regarding the circumstances of
his resignation or departure, the Company will file a subsequent report on Form 8-K.
Mr. Jones indicated in those preliminary discussions
that he is resigning to pursue a consulting practice.
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: January 10, 2022
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RESPIRERX PHARMACEUTICALS INC.
(Registrant)
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By:
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/s/ Jeff Eliot Margols
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Jeff Eliot Margolis
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Senior Vice President, Chief Financial Officer, Secretary and Treasurer
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