Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2022 - 4:11PM
Edgar (US Regulatory)
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OMB
APPROVAL |
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
OMB
Number: |
3235-0058 |
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Expires:
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February
28, 2022 |
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Estimated
average burden hours per response. |
2.50 |
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FORM
12b-25 |
SEC
FILE NUMBER |
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1-16467 |
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CUSIP
NUMBER |
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NOTIFICATION
OF LATE FILING |
761227305 |
(Check
one): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: _December 31, 2021____
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: ____________________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
RESPIRERX
PHARMACEUTICALS INC. |
Full
Name of Registrant |
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Former
Name if Applicable |
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126
Valley Road, Suite C |
Address
of Principal Executive Office (Street and Number) |
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Glen
Rock, New Jersey 07452 |
City,
State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra Sheets if Needed)
RespireRx
Pharmaceuticals Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on
Form 10-K for the period ended December 31, 2021 (the “Annual Report”) by the March 31, 2022 filing date applicable to smaller
reporting companies due to additional time needed to complete and execute an amendment to a certain agreement, that has
been negotiated and substantially agreed, but for which executed documents are not yet available. This amendment would
result in changes to certain disclosures about the underlying agreement and additional subsequent event disclosures in the Annual
Report. In addition, the Board of Directors (acting as the Audit Committee) of the Registrant would need to complete its
review of those updated disclosures with the Registrant’s independent registered accounting firm. As a result, the Registrant is
still in the process of preparing disclosure and validating information needed to complete the Annual Report and requires additional
time to complete the Annual Report. The Registrant intends to file a complete Annual Report as soon as practicable within the extension
period of fifteen calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV — OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
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Jeff
E. Margolis |
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(201) |
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444-4947 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
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(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
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Yes
☒ NO ☐ |
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(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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Yes
☐ NO ☒ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
RESPIRERX
PHARMACEUTICALS INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
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March
31, 2022 |
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By: |
/s/ Jeff
E. Margolis |
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Name: |
Jeff
E. Margolis |
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Title: |
Senior
Vice President, Chief Financial Officer,
Treasurer
and Secretary |
RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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