Current Report Filing (8-k)
April 04 2022 - 9:22AM
Edgar (US Regulatory)
0000849636
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2022-04-01
2022-04-01
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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): April 1, 2022
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-16467 |
|
33-0303583 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S
Employer
Identification
No.) |
126
Valley Road, Suite C
Glen
Rock, New Jersey |
|
07452 |
(Address of principal
executive offices) |
|
(Zip Code) |
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) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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.
Promissory
Note Amendment
Amendment
No. 1 to Promissory Note. On April 1, 2022, effective as of March 31, 2022, the Company and EMA Financial, LLC entered into a first
amendment to that certain Promissory Note dated March 31, 2021 (“Note”) referred to herein as “Note Amendment No. 1.”
Note Amendment No. 1 changes the maturity date of the Note to July 31, 2022, increases the guaranteed interest to $15,000.00. In addition,
he references to the state courts located in New York, NY or federal courts located in New York, NY in Section 4.6 of the Note were replaced
with “Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United
States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior
Court of the State of Delaware.”
The
foregoing description of the Note Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Note
Amendment No. 1, 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: April 4, 2022 |
RESPIRERX
PHARMACEUTICALS INC. |
|
(Registrant) |
|
|
|
|
By: |
/s/
Jeff Eliot Margolis |
|
|
Jeff E. Margolis |
|
|
SVP, CFO, Secretary and
Treasurer |
RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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