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false
Q2
--12-31
P1Y
P1Y
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2023-06-30
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2023-06-30
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2022-12-31
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RSPI:SYCorporationMember
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RSPI:SYCorporationMember
2022-12-31
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srt:OfficerMember
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srt:OfficerMember
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RSPI:FormerOfficerMember
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RSPI:FormerOfficerMember
2022-12-31
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RSPI:SeriesBConvertiblePreferredStockMember
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RSPI:SeriesBConvertiblePreferredStockMember
2022-12-31
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
2022-12-31
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
2023-06-30
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
2022-12-31
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us-gaap:ConvertibleNotesPayableMember
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us-gaap:ConvertibleNotesPayableMember
2022-12-31
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RSPI:SYCorporationMember
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RSPI:SYCorporationMember
2022-12-31
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2023-04-01
2023-06-30
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2022-04-01
2022-06-30
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2022-01-01
2022-06-30
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
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2022-12-31
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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2022-12-31
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us-gaap:RetainedEarningsMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
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2023-01-01
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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2023-03-31
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us-gaap:CommonStockMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
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2023-04-01
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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2023-04-01
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us-gaap:CommonStockMember
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us-gaap:PreferredStockMember
RSPI:SeriesBConvertiblePreferredStockMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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2023-06-30
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us-gaap:CommonStockMember
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us-gaap:RetainedEarningsMember
2023-06-30
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RSPI:SeriesBConvertiblePreferredStockMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
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2021-12-31
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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us-gaap:CommonStockMember
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2021-12-31
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us-gaap:RetainedEarningsMember
2021-12-31
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2021-12-31
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us-gaap:PreferredStockMember
RSPI:SeriesBConvertiblePreferredStockMember
2022-01-01
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
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us-gaap:CommonStockMember
2022-01-01
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2022-03-31
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2022-01-01
2022-03-31
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us-gaap:PreferredStockMember
RSPI:SeriesBConvertiblePreferredStockMember
2022-03-31
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
2022-03-31
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
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2022-03-31
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us-gaap:CommonStockMember
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us-gaap:RetainedEarningsMember
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2022-03-31
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us-gaap:PreferredStockMember
RSPI:SeriesBConvertiblePreferredStockMember
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
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us-gaap:CommonStockMember
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us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
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us-gaap:PreferredStockMember
RSPI:SeriesBConvertiblePreferredStockMember
2022-06-30
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RSPI:SeriesI8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
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RSPI:SeriesJ8PercentageRedeemablePreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
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us-gaap:CommonStockMember
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us-gaap:AdditionalPaidInCapitalMember
2022-06-30
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us-gaap:RetainedEarningsMember
2022-06-30
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2022-06-30
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RSPI:CantheonCapitalMember
2023-05-18
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RSPI:CantheonCapitalMember
2023-05-18
2023-05-18
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2023-05-11
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2022-01-01
2022-12-31
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2023-05-22
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RSPI:OfficerAndAffiliateMember
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RSPI:SeriesBConvertiblePreferredStockMember
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2023-06-30
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RSPI:SeriesBConvertiblePreferredStockMember
2022-01-01
2022-06-30
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us-gaap:ConvertibleNotesPayableMember
2023-01-01
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us-gaap:ConvertibleNotesPayableMember
2022-01-01
2022-06-30
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RSPI:CommonStockWarrantsMember
2023-01-01
2023-06-30
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RSPI:CommonStockWarrantsMember
2022-01-01
2022-06-30
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RSPI:CommonStockOptionsMember
2023-01-01
2023-06-30
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RSPI:CommonStockOptionsMember
2022-01-01
2022-06-30
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RSPI:SYCorporationMember
2023-01-01
2023-06-30
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RSPI:NovemberFiveTwoThousandAndFourteenMember
2023-01-01
2023-06-30
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RSPI:NovemberFiveTwoThousandAndFourteenMember
2023-06-30
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RSPI:NovemberFiveTwoThousandAndFourteenOneMember
2023-01-01
2023-06-30
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RSPI:NovemberFiveTwoThousandAndFourteenOneMember
2023-06-30
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RSPI:NovemberFiveTwoThousandAndFourteenTwoMember
2023-01-01
2023-06-30
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RSPI:NovemberFiveTwoThousandAndFourteenTwoMember
2023-06-30
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RSPI:ConvertibleNotesPayableOneMember
2023-06-30
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RSPI:ConvertibleNotesPayableOneMember
2023-01-01
2023-06-30
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RSPI:DecemberThirtyOneAndTwoThousandAndEighteenMember
2023-01-01
2023-06-30
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RSPI:DecemberThirtyOneAndTwoThousandAndEighteenMember
2023-06-30
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RSPI:JanuaryTwoTwoThousandAndNineteenMember
2023-01-01
2023-06-30
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RSPI:JanuaryTwoTwoThousandAndNineteenMember
2023-06-30
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RSPI:ConvertibleNotesPayableTwoMember
2023-06-30
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RSPI:ConvertibleNotesPayableTwoMember
2023-01-01
2023-06-30
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RSPI:MaySeventeenTwoThousandAndTwentyMember
2023-01-01
2023-06-30
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RSPI:MaySeventeenTwoThousandAndTwentyMember
2023-06-30
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RSPI:JulyTwentyEightTwoThousandAndTwentyConvertibleNoteMember
2023-01-01
2023-06-30
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RSPI:JulyTwentyEightTwoThousandAndTwentyConvertibleNoteMember
2023-06-30
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RSPI:FebruarySeventeenTwoThousandAndTwentyOneConvertibleNoteMember
2023-01-01
2023-06-30
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RSPI:FebruarySeventeenTwoThousandAndTwentyOneConvertibleNoteMember
2023-06-30
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RSPI:AprilOneTwoThousandAndTwentyOneConvertibleNoteMember
2023-01-01
2023-06-30
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RSPI:AprilOneTwoThousandAndTwentyOneConvertibleNoteMember
2023-06-30
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RSPI:MayThreeTwoThousandAndTwentyOneConvertibleNoteMember
2023-01-01
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RSPI:MayThreeTwoThousandAndTwentyOneConvertibleNoteMember
2023-06-30
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RSPI:MayTenTwoThousandAndTwentyOneConvertibleNoteMember
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RSPI:MayTenTwoThousandAndTwentyOneConvertibleNoteMember
2023-06-30
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RSPI:JuneThirtyTwoThousandAndTwentyOneConvertibleNoteMember
2023-01-01
2023-06-30
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RSPI:JuneThirtyTwoThousandAndTwentyOneConvertibleNoteMember
2023-06-30
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RSPI:AugustThirtyOneTwoThousandAndTwentyOneConvertibleNoteMember
2023-01-01
2023-06-30
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RSPI:AugustThirtyOneTwoThousandAndTwentyOneConvertibleNoteMember
2023-06-30
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RSPI:OctoberSevenTwoThousandTwentyOneMember
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2023-06-30
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RSPI:OctoberSevenTwoThousandTwentyOneMember
2023-06-30
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RSPI:DecemberTwentyThreeTwoThousandOneMember
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2023-06-30
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RSPI:DecemberTwentyThreeTwoThousandOneMember
2023-06-30
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RSPI:AprilFourteenTwoThousandTwentyTwoMember
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RSPI:AprilFourteenTwoThousandTwentyTwoMember
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RSPI:AugustTwentyTwoTwoThousandAndTwentyTwoConvertibleNoteOneMember
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2023-06-30
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RSPI:AugustTwentyTwoTwoThousandAndTwentyTwoConvertibleNoteOneMember
2023-06-30
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RSPI:AugustTwentyTwoTwoThousandAndTwentyTwoConvertibleNoteTwoMember
2023-01-01
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RSPI:AugustTwentyTwoTwoThousandAndTwentyTwoConvertibleNoteTwoMember
2023-06-30
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RSPI:AugustTwentyTwoTwoThousandAndTwentyTwoConvertibleNoteThreeMember
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2023-06-30
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RSPI:AugustTwentyTwoTwoThousandAndTwentyTwoConvertibleNoteThreeMember
2023-06-30
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RSPI:ConvertibleNotesPayableThreeMember
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RSPI:ConvertibleNotesPayableThreeMember
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2023-06-30
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us-gaap:ConvertibleNotesPayableMember
2023-06-30
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us-gaap:ConvertibleNotesPayableMember
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RSPI:OriginalConvertibleNotesMember
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RSPI:OriginalConvertibleNotesMember
2023-01-01
2023-06-30
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RSPI:SingleInvestorMember
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RSPI:FourteenConvertibleNotesMember
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RSPI:SYCorporationMember
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RSPI:SYCorporationMember
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RSPI:SYCorporationMember
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RSPI:SYCorporationMember
2022-01-01
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RSPI:DrArnoldSLippaMember
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RSPI:DrArnoldSLippaMember
2022-04-01
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RSPI:DrArnoldSLippaMember
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2023-06-30
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RSPI:DrArnoldSLippaMember
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2022-06-30
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RSPI:DrArnoldSLippaMember
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us-gaap:RelatedPartyMember
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RSPI:ArnoldLippaMember
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RSPI:ArnoldLippaMember
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RSPI:ArnoldLippaMember
us-gaap:MeasurementInputOptionVolatilityMember
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RSPI:ArnoldLippaMember
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2023-05-22
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2023-05-22
2023-06-30
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srt:DirectorMember
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2023-05-22
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2023-05-22
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srt:DirectorMember
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RSPI:DrJamesSManusosMember
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RSPI:DrJamesSManusosMember
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RSPI:DrJamesSManusosMember
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2023-06-30
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RSPI:DrJamesSManusosMember
2022-01-01
2022-06-30
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RSPI:DrManusoMember
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RSPI:DrManusoMember
2022-12-31
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RSPI:OtherShortTermNotesPayableMember
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RSPI:OtherShortTermNotesPayableMember
2023-05-01
2023-05-31
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RSPI:NineMonthlyInstallmentsMember
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2023-06-30
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RSPI:OtherShortTermNotesPayableMember
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RSPI:OtherShortTermNotesPayableMember
2022-12-31
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RSPI:SecondAmendmentMember
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RSPI:SecondAmendmentMember
2022-12-31
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RSPI:SecondAmendmentMember
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RSPI:FormerLegalCounselMember
RSPI:SettlementAgreementMember
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RSPI:FormerLegalCounselMember
RSPI:SettlementAgreementMember
2022-12-30
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RSPI:FormerLegalCounselMember
RSPI:SettlementAgreementMember
2023-02-15
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RSPI:FormerLegalCounselMember
RSPI:SettlementAgreementMember
2023-06-30
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RSPI:EmploymentAgreementTerminationAndSeparationAgreementMember
2022-01-31
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us-gaap:ConvertibleNotesPayableMember
RSPI:PaymentandSettlementAgreementMember
RSPI:UniversityofCaliforniaInnovationandEntrepreneurshipMember
2021-04-29
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RSPI:PaymentandSettlementAgreementMember
RSPI:UniversityofCaliforniaInnovationandEntrepreneurshipMember
2022-03-31
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RSPI:PaymentandSettlementAgreementMember
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2023-06-30
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RSPI:PaymentandSettlementAgreementMember
RSPI:UniversityofCaliforniaInnovationandEntrepreneurshipMember
2023-01-01
2023-03-31
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RSPI:SharpClinicalServicesIncMember
2020-02-20
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RSPI:SharpClinicalServicesIncMember
2020-05-26
2020-05-29
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RSPI:SharpClinicalServicesIncMember
2021-07-28
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RSPI:SharpClinicalServicesIncMember
us-gaap:RelatedPartyMember
2023-03-31
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RSPI:SharpSettlementAgreementMember
2023-01-01
2023-03-31
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RSPI:SharpClinicalServicesIncMember
2022-03-26
2022-03-28
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RSPI:SalamandraLLCMember
us-gaap:RelatedPartyMember
2017-01-18
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RSPI:SalamandraLLCMember
2017-01-17
2017-01-18
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RSPI:SalamandraLLCMember
2018-02-26
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RSPI:SalamandraLLCMember
2023-06-30
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
2021-09-14
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
RSPI:NovemberFifteeenTwoThousandAndTwentyOneMember
2021-09-13
2021-09-14
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
RSPI:NovemberFifteeenTwoThousandAndTwentyTwoMember
2021-09-13
2021-09-14
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
RSPI:NovemberFifteeenTwoThousandAndTwentyThreeMember
2021-09-13
2021-09-14
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
RSPI:NovemberFifteeenTwoThousandAndTwentyFourMember
2021-09-13
2021-09-14
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RSPI:DNAHealthlinkIncMember
RSPI:UpfrontFeesMember
RSPI:DNAHealthlinkSettlementAgreementMember
2023-03-13
2023-03-14
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
2021-12-31
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RSPI:DNAHealthlinkIncMember
RSPI:DNAHealthlinkSettlementAgreementMember
2023-06-30
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RSPI:InvestmentBankingServicesMember
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us-gaap:SeriesBPreferredStockMember
RSPI:MayOneThousandNineHundredNinetyOneMember
2022-06-30
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us-gaap:SeriesBPreferredStockMember
RSPI:MayOneThousandNineHundredNinetyOneMember
2022-12-31
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us-gaap:SeriesBPreferredStockMember
2022-12-31
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us-gaap:SeriesHPreferredStockMember
2023-01-01
2023-06-30
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RSPI:SeriesIPreferredStockMember
2023-04-02
2023-04-03
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RSPI:SeriesIPreferredStockMember
2023-04-03
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RSPI:SeriesIPreferredStockMember
2023-04-03
2023-04-03
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RSPI:SeriesIPreferredStockMember
2023-04-05
2023-06-15
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RSPI:SeriesIPreferredStockMember
2023-04-05
2023-06-30
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RSPI:SeriesIPreferredStockMember
2023-06-30
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RSPI:SeriesJPreferredStockMember
2023-04-12
2023-04-12
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RSPI:SeriesJPreferredStockMember
2023-04-12
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RSPI:SeriesJPreferredStockMember
2023-06-30
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2023-04-12
2023-06-30
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us-gaap:WarrantMember
2023-01-01
2023-06-30
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RSPI:InTheMoneyCommonStockWarrantsMember
us-gaap:CommonStockMember
2023-06-30
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us-gaap:CommonStockMember
RSPI:ConvertibleNotesThreeMember
us-gaap:SubsequentEventMember
2023-07-01
2023-08-21
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us-gaap:CommonStockMember
RSPI:ConvertibleNotesThreeMember
us-gaap:SubsequentEventMember
2023-08-21
0000849636
RSPI:InTheMoneyCommonStockWarrantsMember
2023-06-30
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RSPI:TwoThousandFourteenEquityPlanMember
2023-06-30
0000849636
RSPI:TwoThousandFourteenEquityPlanMember
2023-06-07
2023-06-07
0000849636
RSPI:TwoThousandFifteenStockAndStockOptionyPlanMember
2023-06-30
0000849636
RSPI:InTheMoneyCommonStockOptionsMember
2023-06-30
0000849636
RSPI:TwoThousandFourteenEquityPlanMember
2023-01-01
2023-06-30
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RSPI:TwoThousandFifteenEquityPlanMember
2023-01-01
2023-06-30
0000849636
RSPI:ConvertibleNotesMember
2023-01-01
2023-06-30
0000849636
2021-01-01
2021-12-31
0000849636
RSPI:ExercisePriceRangeOneMember
us-gaap:WarrantMember
2023-06-30
0000849636
RSPI:ExercisePriceRangeOneMember
us-gaap:WarrantMember
srt:MinimumMember
2023-06-30
0000849636
RSPI:ExercisePriceRangeOneMember
us-gaap:WarrantMember
srt:MaximumMember
2023-06-30
0000849636
RSPI:ExercisePriceRangeTwoMember
us-gaap:WarrantMember
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
file number: 1-16467
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
33-0303583 |
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Identification
Number) |
126
Valley Road, Suite C
Glen
Rock, New Jersey 07452
(Address
of principal executive offices)
(201)
444-4947
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name, former address and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer ☐ |
Accelerated
filer ☐ |
|
|
Non-accelerated filer ☒ |
Smaller reporting company
☒ |
|
|
|
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
As
of August 18, 2023, the Company had 275,728,647 shares of common stock, $0.001 par value, issued and outstanding.
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
TABLE
OF CONTENTS
In this Quarterly Report on Form 10-Q, the terms the “Company,”
“we,” “us” and “our” refer to RespireRx Pharmaceuticals Inc. a Delaware corporation (“RespireRx”),
and, unless the context indicates otherwise, its consolidated subsidiaries, ResolutionRx Ltd (“ResolutionRx”) and Pier Pharmaceuticals,
Inc. (“Pier”).
INTRODUCTORY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q of RespireRx Pharmaceuticals Inc., referred to herein as our “Q2 2023 Quarterly Report” (“RespireRx”
and together with RespireRx’s wholly-owned subsidiaries, ResolutionRx Ltd (“ResolutionRx”) and Pier
Pharmaceuticals, Inc. (“Pier”), the “Company,” “we,” or “our,” unless the context indicates
otherwise) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the Company intends that such forward-looking statements be subject to the safe harbor created thereby. These might include statements
regarding the Company’s future plans, targets, estimates, assumptions, financial position, business strategy and other plans and
objectives for future operations, and assumptions and predictions about research and development efforts, including, but not limited
to, preclinical and clinical research design, execution, timing, costs and results, future product demand, supply, manufacturing, costs,
marketing and pricing factors.
In
some cases, forward-looking statements may be identified by words including “assumes,” “could,” “ongoing,”
“potential,” “predicts,” “projects,” “should,” “will,” “would,”
“anticipates,” “believes,” “intends,” “estimates,” “expects,” “plans,”
“contemplates,” “targets,” “continues,” “budgets,” “may,” or the negative
of these terms or other comparable terminology, although not all forward-looking statements contain these words, and such statements
may include, but are not limited to, statements regarding (i) future research plans, expenditures and results, (ii) potential collaborative
arrangements, (iii) the potential utility of the Company’s products candidates, (iv) reorganization plans, and (v) the need for,
and availability of additional financing. Forward-looking statements are based on information available at the time the statements are
made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance
or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Q2 2023
Quarterly Report.
These
factors include but are not limited to, regulatory policies or changes thereto, available cash, research and development results, issuance
of patents, competition from other similar businesses, interest of third parties in collaborations with us, and market and general economic
factors, and other risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with
the SEC on April 17, 2023 (the “2022 Form 10-K”) and as may be included in this Q2 2023 Quarterly Report.
You
should read these risk factors and the other cautionary statements made in the Company’s filings as being applicable to all related
forward-looking statements wherever they appear in this Q2 2023 Quarterly Report. We cannot assure you that the forward-looking statements
in this Q2 2023 Quarterly Report or in our 2022 Form 10-K will prove to be accurate and therefore prospective investors are encouraged
not to place undue reliance on forward-looking statements. You should read this Q2 2023 Quarterly Report completely. Other than as required
by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the
future.
We
caution investors not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize
that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially
from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described in
this Q2 2023 Quarterly Report and our 2022 Form 10-K, as well as others that we may consider immaterial or do not anticipate at this
time. These forward-looking statements are based on assumptions regarding the Company’s business and technology, which involve
judgments with respect to, among other things, future scientific, economic, regulatory and competitive conditions, collaborations with
third parties, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond
the Company’s control. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we
do not know whether our expectations will prove correct. Our expectations reflected in our forward-looking statements can be affected
by inaccurate assumptions that we might make or by known or unknown risks and uncertainties, including those described in this Q2 2023
Quarterly Report and 2022 Form 10-K. These risks and uncertainties are not exclusive and further information concerning us and our business,
including factors that potentially could materially affect our financial results or condition, may emerge from time to time.
Forward-looking
statements speak only as of the date they are made. The Company does not undertake and specifically declines any obligation to update
any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future
events or developments.
PART
I - FINANCIAL INFORMATION
ITEM
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | | |
| |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 7,321 | | |
$ | 88 | |
Deferred financing costs | |
| 6,661 | | |
| - | |
Prepaid research and development | |
| 50,105 | | |
| - | |
Prepaid expenses | |
| 77,189 | | |
| 22,693 | |
| |
| | | |
| | |
Total current assets | |
| 141,276 | | |
| 22,781 | |
| |
| | | |
| | |
Total assets | |
$ | 141,276 | | |
$ | 22,781 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses, including amounts owed to related parties (Note 5) | |
$ | 5,889,542 | | |
$ | 5,724,390 | |
Accrued compensation and related expenses | |
| 3,446,608 | | |
| 3,296,008 | |
Convertible notes payable, currently due and payable on demand, including accrued interest of $381,026 and $252,881 at June 30, 2023 and December 31, 2022 (Note 4) | |
| 1,289,854 | | |
| 1,258,315 | |
Note payable to SY Corporation, including accrued interest of $531,251 and $507,330 at June 30, 2023 and December 31, 2022, payment obligation currently in default (Note 4) | |
| 819,738 | | |
| 833,463 | |
Notes and advances payable to officers and affiliates, including accrued interest (Note 4) | |
| 466,465 | | |
| 375,334 | |
Notes payable to former officer, including accrued interest (Note 4) | |
| 236,938 | | |
| 225,744 | |
Notes payable | |
| 236,938 | | |
| 225,744 | |
Other short-term notes payable | |
| 60,483 | | |
| 15,847 | |
| |
| | | |
| | |
Total current liabilities | |
| 12,209,628 | | |
| 11,729,101 | |
| |
| | | |
| | |
Long-term liabilities | |
| | | |
| | |
Long-term accounts payable associated with payment settlement agreements, net of current portion included in accounts payable at June 30, 2023 and December 31, 2022 (Note 5) | |
| 74,000 | | |
| 174,000 | |
| |
| | | |
| | |
Total long-term liabilities | |
| 74,000 | | |
| 174,000 | |
| |
| | | |
| | |
Total liabilities | |
| 12,283,628 | | |
| 11,903,101 | |
| |
| | | |
| | |
Commitments and contingencies (Note 8) | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ deficiency: (Note 6) | |
| | | |
| | |
Series B convertible preferred stock, $0.001 par value; $0.6667 per share liquidation preference; aggregate liquidation preference $25,001; shares authorized: 37,500; shares issued and outstanding: 37,500; common shares issuable upon conversion at 0.000030 common shares per Series B share: 1 | |
| 21,703 | | |
| 21,703 | |
Series I 8% Redeemable Preferred Stock, par value $0.001,
stated value $100.00, 3,500
shares authorized, 709
shares issued and outstanding at June 30, 2023 | |
| 70,891 | | |
| - | |
Series J 8% Voting, Participating, Redeemable Preferred Stock, par value $0.001,
stated value $100.00, 15,000
shares authorized, 5,799
shares issued and outstanding at June 30, 2023 | |
| 579,870 | | |
| - | |
Preferred stock, value | |
| 579,870 | | |
| - | |
Common stock, $0.001 par value; shares authorized: 2,000,000,000; shares issued and outstanding: 220,728,647 outstanding at June 30, 2023 and 125,544,276 at December 31, 2022, respectively | |
| 220,729 | | |
| 125,544 | |
Additional paid-in capital | |
| 164,133,404 | | |
| 164,030,289 | |
Accumulated deficit | |
| (177,168,949 | ) | |
| (176,057,856 | ) |
| |
| | | |
| | |
Total stockholders’ deficiency | |
| (12,142,352 | ) | |
| (11,880,320 | ) |
| |
| | | |
| | |
Total liabilities and stockholders’ deficiency | |
$ | 141,276 | | |
$ | 22,781 | |
See
accompanying notes to condensed consolidated financial statements (unaudited).
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three-Months Ended | | |
Six-Months Ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative, including related parties | |
$ | 367,644 | | |
$ | 211,376 | | |
$ | 659,562 | | |
$ | 707,170 | |
Research and development, including related parties | |
| 98,215 | | |
| 141,099 | | |
| 196,640 | | |
| 262,257 | |
Total operating expenses | |
| 465,859 | | |
| 352,475 | | |
| 856,202 | | |
| 969,427 | |
Loss from operations | |
| (465,859 | ) | |
| (352,475 | ) | |
| (856,202 | ) | |
| (969,427 | ) |
Interest expense, including related parties | |
| (225,049 | ) | |
| (179,521 | ) | |
| (292,321 | ) | |
| (439,169 | ) |
Foreign currency transaction gain | |
| 9,878 | | |
| 51,708 | | |
| 37,430 | | |
| 68,145 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (681,030 | ) | |
$ | (480,288 | ) | |
$ | (1,111,093 | ) | |
$ | (1,340,451 | ) |
Dividends on preferred stock and deemed dividends associated with most-favored nation provisions of convertible notes | |
$ | (10,761 | ) | |
$ | (351,738 | ) | |
$ | (10,761 | ) | |
$ | (351,738 | ) |
Net loss attributable to common stockholders | |
$ | (691,791 | ) | |
$ | (832,026 | ) | |
$ | (1,121,854 | ) | |
$ | (1,692,189 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share - basic and diluted | |
$ | (0.004 | ) | |
$ | (0.008 | ) | |
$ | (0.007 | ) | |
$ | (0.017 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding - basic and diluted | |
| 168,213,521 | | |
| 106,081,803 | | |
| 158,402,599 | | |
| 102,010,657 | |
See
accompanying notes to condensed consolidated financial statements (unaudited).
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(Unaudited)
Three-months
and Six-months Ended June 30, 2023
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Par Value | | |
Capital | | |
Deficit | | |
Deficiency | |
| |
Series B | | |
Series I | | |
Series J | | |
| | |
| | |
| | |
| |
| |
Convertible | | |
8% | | |
8% | | |
| | |
Additional | | |
| | |
Total | |
| |
Preferred Stock | | |
Preferred Stock | | |
Preferred Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Par Value | | |
Capital | | |
Deficit | | |
Deficiency | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, December 31, 2022 | |
| 37,500 | | |
$ | 21,703 | | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 125,544,276 | | |
$ | 125,544 | | |
$ | 164,030,289 | | |
$ | (176,057,856 | ) | |
$ | (11,880,320 | ) |
Common Stock issued upon cashless warrant exercises | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18,782,396 | | |
| 18,783 | | |
| (18,783 | ) | |
| | | |
| 0 | |
Warrant value for issuance of convertible note | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (430,063 | ) | |
| (430,063 | ) |
Balance, March 31, 2023 | |
| 37,500 | | |
$ | 21,703 | | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 144,326,672 | | |
$ | 144,327 | | |
$ | 164,011,506 | | |
$ | (176,487,919 | ) | |
| (12,310,383 | ) |
Issuance of Series I Preferred Stock | |
| - | | |
| - | | |
| 700 | | |
| 70,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 70,000 | |
Accrued dividends on Series I Preferred Stock | |
| - | | |
| - | | |
| 9 | | |
| 891 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (891 | ) | |
| - | | |
| 0 | |
Issuance of Series J Preferred Stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,700 | | |
| 570,000 | | |
| - | | |
| - | | |
| | | |
| - | | |
| 570,000 | |
Accrued dividends on Series J Preferred Stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 99 | | |
| 9,870 | | |
| - | | |
| - | | |
| (9,870 | ) | |
| - | | |
| 0 | |
Issuance of common stock upon convertible notes conversions | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 56,039,999 | | |
| 56,040 | | |
| 28,021 | | |
| - | | |
| 84,061 | |
Issuance of common stock upon cashless exercise of warrants | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,361,976 | | |
| 20,362 | | |
| (20,362 | ) | |
| - | | |
| 0 | |
Warrant issuances with respect to Demand Promissory Notes | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 125,000 | | |
| - | | |
| 125,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (681,030 | ) | |
| (681,030 | ) |
Balance, June 30, 2023 | |
| 37,500 | | |
$ | 21,703 | | |
| 709 | | |
$ | 70,891 | | |
| 5,799 | | |
$ | 579,870 | | |
| 220,728,647 | | |
$ | 220,729 | | |
$ | 164,133,404 | | |
$ | (177,168,949 | ) | |
$ | (12,142,352 | ) |
Three-months
and Six-months Ended June 30, 2022
| |
Series B | | |
Series I | | |
Series J | | |
| | |
| | |
| | |
| |
| |
Convertible | | |
8% | | |
8% | | |
| | |
Additional | | |
| | |
Total | |
| |
Preferred Stock | | |
Preferred Stock | | |
Preferred Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Par Value | | |
Capital | | |
Deficit | | |
Deficiency | |
Balance, December 31, 2021 | |
| 37,500 | | |
$ | 21,703 | | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 97,894,276 | | |
$ | 97,894 | | |
$ | 163,827,781 | | |
$ | (173,955,136 | ) | |
$ | (10,007,758 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (860,163 | ) | |
| (860,163 | ) |
Balance, March 31, 2022 | |
| 37,500 | | |
| 21,703 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 97,894,276 | | |
| 97,894 | | |
| 163,827,781 | | |
| (174,815,299 | ) | |
| (10,867,921 | ) |
Balance | |
| 37,500 | | |
| 21,703 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 97,894,276 | | |
| 97,894 | | |
| 163,827,781 | | |
| (174,815,299 | ) | |
| (10,867,921 | ) |
Warrant value for issuance of convertible note | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 25,000 | | |
| - | | |
| 25,000 | |
Issuance of common stock upon convertible notes conversions | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 19,175,000 | | |
| 19,175 | | |
| 172,575 | | |
| - | | |
| 191,750 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| (480,288 | ) | |
| (480,288 | ) |
Balance, June 30, 2022 | |
| 37,500 | | |
| 21,703 | | |
| - | | |
$ | - | | |
| - | | |
| | | |
| 117,069,276 | | |
$ | 117,069 | | |
$ | 164,025,356 | | |
$ | (175,295,587 | ) | |
$ | (11,131,459 | ) |
Balance | |
| 37,500 | | |
| 21,703 | | |
| - | | |
$ | - | | |
| - | | |
| | | |
| 117,069,276 | | |
$ | 117,069 | | |
$ | 164,025,356 | | |
$ | (175,295,587 | ) | |
$ | (11,131,459 | ) |
See
accompanying notes to condensed consolidated financial statements (unaudited).
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
2023 | | |
2022 | |
| |
Six-months Ended June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (1,111,093 | ) | |
$ | (1,340,451 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization of original issue discount, capitalized note costs and debt discounts to interest expense | |
| 11,076 | | |
| 336,728 | |
Foreign currency transaction (gain) loss | |
| (37,646 | ) | |
| (68,145 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Increase (decrease) in cash from | |
| | | |
| | |
Deferred financing costs | |
| (6,661 | ) | |
| 177,883 | |
Prepaid expenses | |
| (104,601 | ) | |
| 47,619 | |
Accounts payable and accrued expenses | |
| 205,970 | | |
| 304,382 | |
Accrued compensation and related expenses | |
| 360,600 | | |
| 360,100 | |
Officer and affiliate liabilities, including accrued interest | |
| 340,312 | | |
| | |
Accrued interest payable and notes payable | |
| 184,276
| | |
| 96,762 | |
Net cash used in operating activities | |
| (157,767 | ) | |
| (85,122 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from preferred stock financings | |
| 70,000 | | |
| - | |
Proceeds from convertible note financing | |
| - | | |
| 25,000 | |
Proceeds from demand promissory notes | |
| 95,000 | | |
| - | |
Payment of fees associated with conversions of convertible notes by issuance of stock | |
| - | | |
| 1,500 | |
Borrowings on or repayments of short-term notes payable | |
| - | | |
| (37,752 | ) |
Proceeds from or repayment of officer advance | |
| - | | |
| 94,997 | |
Net cash provided by financing activities | |
| 165,000 | | |
| 83,745 | |
| |
| | | |
| | |
Cash and cash equivalents: | |
| | | |
| | |
Net increase (decrease) | |
| 7,233 | | |
| (1,377 | ) |
Balance at beginning of period | |
| 88 | | |
| 1,398 | |
Balance at end of period | |
$ | 7,321 | | |
$ | 21 | |
(Continued)
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
| |
Six-months Ended June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Supplemental disclosures of cash flow information: | |
| | | |
| | |
Cash paid for - | |
| | | |
| | |
Interest | |
$ | 4,728 | | |
$ | 5,657 | |
Income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash financing activities: | |
| | | |
| | |
Amortization of deferred financing costs | |
$ | 11,075 | | |
$ | - | |
Insurance policies | |
$ | 96,470 | | |
| 95,850 | |
Reclassification of long-term liabilities to short-term liabilities | |
$ | 100,000 | | |
$ | 60,000 | |
Debt discounts established for convertible debt | |
$ | - | | |
$ | 25,000 | |
Accrued compensation, accounts payable and other liabilities exchanged
or settled for equity | |
$ | 570,000 | | |
$ | - | |
Debt and accrued interest and related fees converted to common stock | |
$ | 84,060 | | |
$ | 190,250 | |
Cashless warrant exercises | |
$ | 39,145 | | |
$ | - | |
See
accompanying notes to condensed consolidated financial statements (unaudited).
RESPIRERX
PHARMACEUTICALS INC.
AND
SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Organization and Basis of Presentation
Organization
RespireRx
Pharmaceuticals Inc. (“RespireRx”) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery,
development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December
16, 2015, RespireRx filed a Certificate of Amendment to its Second Restated Certificate of Incorporation (as amended, the “Certificate
of Incorporation”) with the Secretary of State of the State of Delaware to amend its Second Restated Certificate of Incorporation
to change its name from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. In August 2012, RespireRx acquired Pier Pharmaceuticals,
Inc. (“Pier”), which is now a wholly-owned subsidiary. Pier was a clinical stage biopharmaceutical company developing a pharmacologic
treatment for obstructive sleep apnea (“OSA”) and had been engaged in research and clinical development activities which
activities are now in RespireRx’s wholly-owned subsidiary ResolutionRx Ltd (“ResolutionRx”). On January 11, 2023, RespireRx formed as a wholly-owned
subsidiary, ResolutionRx, an unlisted public company in Australia, into which RespireRx, as of August 3, 2023, has contributed its cannabinoid
platform described below.
Basis
of Presentation
The
condensed consolidated financial statements are of RespireRx and its wholly-owned subsidiaries, Pier and ResolutionRx (collectively referred
to herein as the “Company,” “we” or “our,” unless the context indicates otherwise).
The
condensed consolidated financial statements and related notes are unaudited and have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and note disclosures normally included
in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have
been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and other information included in the Company’s Annual Report in our Form 10-K for the
fiscal year ended December 31, 2022 as filed with the SEC on April 17, 2023 (“2022 Form 10-K”).
2.
Business
The
mission of the Company is to develop innovative and revolutionary treatments to combat disorders caused by disruption of neuronal signaling.
We are developing treatment options that address conditions affecting millions of people, but for which there are limited or poor treatment
options, including OSA, attention deficit hyperactivity disorder (“ADHD”), epilepsy, acute and chronic pain, including inflammatory
and neuropathic pain, recovery from spinal cord injury (“SCI”) and certain orphan disorders. We are also considering developing
treatment options for other conditions based on results of preclinical and clinical studies to date. To achieve these goals, the Company
has determined that some or all of these opportunities should be contributed to what could be, wholly-owned subsidiaries, joint ventures,
licenses or sub-licenses, or even sold and has initiated efforts to do so.
In order to facilitate our business activities and product development
and to set up our programs for development by subsidiaries, partnering or sale, we have implemented an internal restructuring plan based
upon our two research platforms: pharmaceutical cannabinoids and neuromodulators. As of January 11, 2023, RespireRx had formed ResolutionRx,
initially a wholly-owned subsidiary focused on pharmaceutical cannabinoids and previously, EndeavourRx, as a business unit focused on
our neuromodulators. The Company will use, at least initially, its management personnel to provide management, research and development,
operational and oversight services to these two lines of business.
|
(i) |
ResolutionRx,
our pharmaceutical cannabinoids subsidiary is developing compounds that target the body’s endocannabinoid system, and in particular,
the re-purposing of dronabinol, an endocannabinoid CB1 and CB2 receptor agonist, for the treatment of OSA. Dronabinol is already
approved by the FDA for other indications. |
|
(ii) |
EndeavourRx,
our neuromodulators platform is made up of two programs: (a) our AMPAkines program, which is developing proprietary compounds that
act as positive allosteric modulators (“PAMs”) of AMPA-type glutamate receptors to promote neuronal function and (b)
our GABAkines program, which is developing proprietary compounds that act as PAMs of GABAA receptors, and which was established
pursuant to our entry into a patent license agreement (the “UWMRF Patent License Agreement”) with the University of Wisconsin-Milwaukee
Research Foundation, Inc., an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”). |
Like
ResolutionRx, which as of January 11, 2023, was organized as a wholly-owned subsidiary, of RespireRx, management also intends to organize
our EndeavourRx business unit, in part or in whole, into one or more subsidiaries that would conduct research and development of our
neuromodulator platform, including either or both of the AMPAkine and GABAkine programs and their related tangible and intangible assets
and certain of their liabilities.
The
Company’s business development efforts (licensing, sub-licensing, joint venture and other commercial structures), if successful,
would represent strategic and operational infrastructure additions, as well as cash and in-kind funding opportunities. These efforts
have focused on, but have not been limited to, seeking transactions with brand and generic pharmaceutical and biopharmaceutical companies
as well as companies with potentially useful clinical development, formulation or manufacturing capabilities, significant subject matter
expertise and financial resources. No assurance can be given that any transaction will come to fruition and that, if it does, the terms
will be favorable to the Company.
Financing
our Platforms
Our
major challenge has been to raise substantial equity or equity-linked financing to support research and development plans for our cannabinoid
and neuromodulator platforms, while minimizing the dilutive effect to pre-existing stockholders. At present, we believe that we are hindered
primarily by our public corporate structure, our OTC Pink Market listing and our low market capitalization as a result of our low stock
price as well as the weakness of our balance sheet.
For
this reason, the Company has affected an internal restructuring plan described above that we believe will further the aims of
RespireRx, ResolutionRx and EndeavourRx, and may make it possible, through separate finance channels, to unlock the unrealized asset
values of each and set up its programs for partnering or sale.
The
Company is also engaged in business development efforts (licensing/sublicensing, joint venture and other commercial structures) with
a view to securing strategic partnerships that represent strategic and operational infrastructure additions, as well as cash and in-kind
funding opportunities. We believe that some or all of our assets should be licensed, sublicensed, joint ventured or even sold and have
initiated efforts to do so. No assurance can be given that any transaction will come to fruition and that if it does, that the terms
will be favorable to the Company.
On
May 18, 2023, ResolutionRx entered into a Letter of Intent with Cantheon Capital (“Cantheon” and “Cantheon LOI”)
that describes an intended investment of US$3,125,000 by Cantheon in Australian Series A Preference Shares to be issued by ResolutionRx
to support clinical trial research and development over the R&D period equal to 25% of the clinical trial costs of the cannabinoid
program that are the subject of the Australian CRO Agreement with iNGENu.
On
May 11, 2023, RespireRx entered into a Letter Agreement (“Letter Agreement”) with Viridian Capital Advisors
(“VCA”) pursuant to which, VCA would perform the following services (“Valuation Services”): (i) review the
Company’s intellectual property assets and licensing agreements as they relate to Company’s cannabinoid program, net of
any associated liabilities, (ii) review the Company’s financial models and forecasts as they relate to the Company’s
cannabinoid program and (iii) prepare the data, analytics and Company valuation analysis (“Valuation Analysis”)
specifically with respect to the Company’s cannabinoid program. The Letter Agreement became effective on May 22, 2023.
The Company entered this Letter Agreement as part of the process that began with the establishment of ResolutionRx, into which the
net assets of the Company’s cannabinoid program have been contributed via license and sublicense in exchange for 25,000,000
Ordinary Shares of ResolutionRx, all as of August 3, 2023. RespireRx received the final Valuation Analysis on August 7, 2023.
See Note 9. Subsequent Events.
On
August 3, 2023, Respirerx entered into a License Agreement with ResolutionRx See Note 9. Subsequent Events - Entry into License
Agreement with ResolutionRx Ltd
On
August 3, 2023, RespireRx entered into a Sublicense Agreement with ResolutionRx - See Note 9. Subsequent Events - Entry into Sublicense
Agreement with ResolutionRx Ltd
On
August 3, 2023, RespireRx entered into a Stock Transfer Agreement with ResolutionRx - See Note 9. Subsequent Events – Entry
into Stock Transfer Agreement with ResolutionRx Ltd
On
August 3, 2023, RespireRx entered into a Master Intercompany Services Agreement with ResolutionRx - See Note 9. Subsequent Events
– Entry into Master Intercompany Services Agreement with ResolutionRx Ltd
Going
Concern
The
Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred
net losses and net losses attributable to common stockholders of $681,030 and
$691,791 for
the three-months ended June 30, 2023, respectively, and net losses and net losses attributable to common stockholders of $1,111,093
and $1,121,854
for the and six-months ended June 30, 2023, respectively. The 2023 net losses attributable to common stockholders was after
accounting for dividends on the Series I Preferred Stock and Series J Preferred Stock. The Company incurred a net a loss of $480,288
and $1,340,451 for the three-months and
six-months ended June 30, 2022, respectively and a net loss attributable to common stockholders of $832,026 and
$1,692,189 for
the three-months and six-months ended June 30, 2022 after accounting for deemed dividends associated with most-favored nation
provisions of convertible notes, and a total net loss of $3,972,993 for
the fiscal year ended December 31, 2022, as well as negative operating cash flows of $157,767
for the six-months ended June 30, 2023 and $143,905 for
the fiscal year ended December 31, 2022. The Company also had a stockholders’ deficiency of $12,142,352 at
June 30, 2023 and expects to continue to incur net losses and negative operating cash flows for at least the next few years.
Additionally, as of June 30, 2023, the Company has, with respect to fourteen similar convertible notes outstanding after eight
partial conversions of principal or interest during the three-months and six-months ended June 30, 2023, $1,289,854 maturity
amount inclusive of accrued interest which have matured, but for which no notices of default have been received, which must be paid
or converted. See Note 4. Notes Payable. The Company will seek to have maturity dates extended in order to avoid a default on such
convertible notes, which the Company has achieved in the past, but with respect to which, the Company can provide no assurance. The
Company has also not met its payment obligations to the UWM Research Foundation (“UWMRF”) of the University of
Wisconsin-Milwaukee but has not received a notice of default and is in regular communication with the UWMRF regarding the
establishment of a payment schedule. As a result, management has concluded that there is substantial doubt about the Company’s
ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the
Company’s consolidated financial statements for the year ended December 31, 2022, expressed substantial doubt about the
Company’s ability to continue as a going concern.
The
Company is currently, and has for some time, been in significant financial distress. It has extremely limited cash resources and current
assets and has no ongoing source of sustainable revenue. Management is continuing to address various aspects of the Company’s operations
and obligations, including, without limitation, debt obligations, financing requirements, intellectual property, licensing agreements,
legal and patent matters and regulatory compliance, and has taken steps to continue to raise new debt and equity capital to fund the
Company’s business activities from both related and unrelated parties.
The
Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities
on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly
evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative
partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities and liabilities. The Company
is evaluating certain changes to its operations and structure to facilitate raising capital from sources that may be interested in financing
only discrete aspects of the Company’s development programs and, in that regard, has formed an Australian subsidiary, ResolutionRx.
In addition to the formation of ResolutionRx, such changes could include additional significant reorganizations, which may include the
formation of one or more additional subsidiaries into which one or more programs may be contributed. As a result of the Company’s
current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can
be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and
debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its
operations entirely and liquidate.
3.
Summary of Significant Accounting Policies
Principles
of Consolidation
The
accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include the financial statements of
RespireRx and its wholly-owned subsidiaries, Pier and ResolutionRx. Intercompany balances and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates
include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued
for services. Actual amounts may differ from those estimates.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The
Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances
may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date.
Value
of Financial Instruments
The
authoritative guidance with respect to value of financial instruments established a value hierarchy that prioritizes the inputs to valuation
techniques used to measure value into three levels and requires that assets and liabilities carried at value be classified and disclosed
in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 value
measurements, is also required.
Level
1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to
access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities
and exchange-based derivatives.
Level
2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable
through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities,
non-exchange based derivatives, mutual funds, and fair-value hedges.
Level
3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop
its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded, non-exchange based derivatives
and commingled investment funds, and are measured using present value pricing models.
The
Company determines the level in the value hierarchy within which each value measurement falls in its entirety, based on the lowest level
input that is significant to the value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis
of the assets and liabilities at each reporting period end.
The
carrying amounts of financial instruments (consisting of cash, cash equivalents, and accounts payable and accrued expenses) are considered
by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments.
With respect to the note payable to SY Corporation Co., Ltd. (“SY Corporation”) and the convertible notes payable, management
does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date for
companies like the Company. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest,
to be representative of the respective values of such instruments due to the short-term nature of those instruments and their terms.
Deferred
Financing Costs
Costs
incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either
completed or abandoned or is unlikely to be completed.
Costs
related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity
financings are netted against the proceeds.
Capitalized
Financing Costs
The
Company presents debt issuance costs related to debt obligations in its condensed consolidated balance sheet as a direct deduction from
the carrying amount of that debt obligation, consistent with the presentation for debt discounts.
Convertible
Notes Payable
Convertible
notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants or commitment
shares of Common Stock, the convertible notes and equity or equity-linked securities are evaluated to determine if there are embedded
derivatives to be identified, bifurcated and valued in connection with and at the time of such financing.
Debt
and Other Liability Exchanges
In
cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued
interest, if applicable, being exchanged, to the fair value of the equity issued and records any loss or gain as a result of such exchange.
See Note 4. Notes Payable.
Extinguishment
of Debt and Settlement of Liabilities
The
Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability
to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations
in the amount of the difference in the period in which such transaction occurs.
Prepaid
Insurance
Prepaid
insurance represents the premium that was due in March 2023 for directors and officers insurance. The amounts of prepaid insurance
amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s condensed consolidated
balance sheet at each reporting date and amortized to the Company’s condensed consolidated statement of operations for each
reporting period.
Stock-Based
Awards
The
Company periodically issues common stock and stock options and phantom stock (collectively, “Stock-Based Awards”) to officers,
directors, Scientific Advisory Board members, consultants and other vendors for services rendered. Such issuances vest and expire according
to terms established at the issuance date of each grant.
The
Company accounts for stock-based payments to officers and directors, outside consultants and vendors by measuring the cost of
services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as
compensation expense on the straight-line basis in the Company’s consolidated or condensed consolidated financial statements,
as appropriate, over the vesting period of the awards.
Stock
grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value of the common stock and charged
to operations ratably over the vesting period.
Stock
options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options
vest, the Company recognizes this expense over the period in which the services are provided.
The
value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected
by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared
to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of
the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest
rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference
to the quoted market price of the Company’s common stock.
Stock
options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are
accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever
can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options
and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided.
Phantom
stock awards, which are sometimes subject to time-based vesting, are measured at the award date fair value, if measurable. As the phantom
stock awards vest, the Company recognizes the expense, if measurable, upon vesting. To the extent that the value of phantom stock awards
is not measurable on the award date, measurement only being possible on the satisfaction of certain contingent events that may not be
predictable and measurable at the time of the award, the Company recognizes the expense as a change in an estimate as of the date on
which the contingent event becomes predictable and measurable.
The
Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate,
in the Company’s consolidated or condensed consolidated statements of operations, as appropriate. The Company issues new shares
of Common Stock to satisfy stock option and warrant exercises.
There
were no stock or stock option grants during the three-months or six-months ended June 30, 2023.
There
were no stock options exercised during the three-months or six months ended June 30, 2023 and 2022.
There
were no
warrants issued as compensation or for services during the three-months and six-months ended June 30, 2023 and 2022. There were
warrants exercisable into 83,333,333
shares of the RespireRx’s Common Stock issued on May 22, 2023 with respect to the issuance of $250,000
of demand promissory notes to an affiliate of an officer and another affiliate. Warrants, if issued for services, are typically issued to
placement agents or brokers for fund raising services, or to lenders, and are not issued from any of the Company’s stock and
option plans, from which options issued to non-employees for services are typically issued.
Income
Taxes
The
Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly,
the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and
the tax basis of assets and liabilities.
The
Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In
the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded
amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise,
should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment
to the deferred tax assets would be charged to operations in the period such determination was made.
Pursuant
to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited
if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company
may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the
limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able
to utilize these tax attributes.
As
of June 30, 2023, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and
does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
The
Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating
losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which
the Company currently operates or has operated in the past.
The
Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement,
presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The
tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as
of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of
the position are recognized. As of June 30, 2023, the Company had not recorded any liability for uncertain tax positions. In subsequent
periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.
Foreign
Currency Transactions
The
note payable to SY Corporation, which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s
functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The accounts for ResolutionRx are maintained
in Australian dollars and are converted to U.S. dollars at the exchange rate on the balance sheet. In both cases, the foreign currency
exchange gain or loss resulting from translation is recognized in the related condensed consolidated statements of operations.
Research
and Development
Research
and development costs include compensation paid to management directing RespireRx’s research and development activities,
including but not limited to compensation paid to our Chief Scientific Officer who is also our Executive Chairman, our Interim
President and our Interim Chief Executive Officer and who has similar roles at ResolutionRx, and fees paid to consultants and outside service providers and organizations
(including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical
testing of the Company’s treatments and product candidates.
License
Agreements
Obligations
incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate term, as specified
in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with
a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Obligations
incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone
will be reached and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge
to research and development expenses in the Company’s condensed consolidated statement of operations.
Patent
Costs
Due
to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s
research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed
as incurred and recorded as general and administrative expenses.
Earnings
per Share
The
Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income
(loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar
to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they
had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive
effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Net
loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared,
amortized or accumulated.
Net
loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the
respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options
outstanding are anti-dilutive.
At
June 30, 2023 and 2022 the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire
shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.
Schedule
of Antidilutive Securities Excluded from Computation of Earnings Per Share
| |
2023 | | |
2022 | |
| |
June 30, | |
| |
2023 | | |
2022 | |
Series B convertible preferred stock | |
| 1 | | |
| 1 | |
Convertible notes payable | |
| 660,982,775 | | |
| 83,699,516 | |
Common stock warrants | |
| 453,192,635 | | |
| 93,310,598 | |
Common stock options | |
| 9,168,317 | | |
| 9,221,445 | |
Total | |
| 1,123,343,728 | | |
| 186,231,560 | |
Reclassifications
Certain
comparative figures in 2022 have been reclassified to conform to the current quarter’s presentation. These
reclassifications were immaterial, both individually and in the aggregate.
Recent
Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for
Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses
complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number
of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result
in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible
instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly
and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception
from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded
as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion
features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation
has been necessary. Management has evaluated the potential impact and has early adopted this ASU as of January 1, 2022. Management
believes the adoption has simplified the accounting for convertible debt instruments and does not believe adoption has had a
substantial impact on the financial statements, however, it is possible that this ASU may have a substantial impact on the
Company’s financial statements from future convertible debt or preferred stock financings.
4.
Notes Payable
Convertible
Notes Payable
The
table below summarizes all convertible notes outstanding as of June 30, 2023. Those with similar characteristics outstanding as of June
30, 2023 are grouped separately. The following abbreviations are used in the column headings: DIC is Debt Issuance Cost, OID is Original
Issue Discount, Wts are warrants, CNC is Capitalized Note Cost and BCF is Beneficial Conversion Feature. Also included are repayments
by conversion, exchange or otherwise during or prior to the three-month period ended June 30, 2023:
Schedule
of Convertible Notes Outstanding
Inception
Date | |
Maturity
date | |
Original
Principal Amount | | |
Interest
rate | | |
Original
aggregate DIC, OID, Wts, CNC and BCF | | |
Cumulative
amortization of DIC, OID, Wts, CNC and BCF | | |
Accrued
coupon interest | | |
Repayment
by conversion, increase in principal amount, net where appropriate | | |
Balance
sheet carrying amount at June 30, 2023 inclusive | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
November
5, 2014 | |
September
15, 20161 | |
$ | 25,000 | | |
| 10 | % | |
$ | - | | |
$ | - | | |
$ | 32,649 | | |
$ | - | | |
$ | 57,649 | |
November
5, 2014 | |
September
15, 20161 | |
| 25,000 | | |
| 10 | % | |
| - | | |
| - | | |
| 32,649 | | |
| - | | |
| 57,649 | |
November
5, 2014 | |
September
15, 20161 | |
| 25,000 | | |
| 12 | % | |
| - | | |
| - | | |
| 42,443 | | |
| - | | |
| 67,443 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sub-total | |
| |
| 75,000 | | |
| | | |
| - | | |
| - | | |
| 107,741 | | |
| - | | |
| 182,741 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
December
31, 2018 | |
February
28, 20192 | |
| 25,000 | | |
| 10 | % | |
| - | | |
| - | | |
| 14,068 | | |
| - | | |
| 39,068 | |
January
2, 2019 | |
February
28, 20192 | |
| 10,000 | | |
| 10 | % | |
| - | | |
| - | | |
| 5,627 | | |
| - | | |
| 15,627 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sub-total | |
| |
| 35,000 | | |
| | | |
| - | | |
| - | | |
| 19,695 | | |
| - | | |
| 54,695 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
May
17, 2019 | |
May
17, 20203 | |
| 50,000 | | |
| 10.00 | % | |
| (50,000 | ) | |
| 50,000 | | |
| 5,001 | | |
| (52,253 | ) | |
| 2,748 | |
July
28, 2020 | |
June
30, 20223 | |
| 53,000 | | |
| 8.00 | % | |
| (13,000 | ) | |
| 13,000 | | |
| 11,196 | | |
| (16,247 | ) | |
| 47,949 | |
February
17, 2021 | |
June
17, 20223 | |
| 112,000 | | |
| 10.00 | % | |
| (112,000 | ) | |
| 112,000 | | |
| 13,483 | | |
| (80,000 | ) | |
| 45,483 | |
April
1, 2021 | |
July
31, 20223 | |
| 112,500 | | |
| 24.00 | % | |
| (112,500 | ) | |
| 112,500 | | |
| 67,943 | | |
| (42,400 | ) | |
| 138,043 | |
May
3, 2021 | |
July
31, 20223 | |
| 150,000 | | |
| 10.00 | % | |
| (150,000 | ) | |
| 150,000 | | |
| - | | |
| (150,000 | ) | |
| - | |
May
10, 2021 | |
August
10, 20223 | |
| 150,000 | | |
| 10.00 | % | |
| (150,000 | ) | |
| 150,000 | | |
| 27,185 | | |
| (13,213 | ) | |
| 163,972 | |
June
30, 2021 | |
June
29, 20223 | |
| 115,000 | | |
| 24.00 | % | |
| (115,000 | ) | |
| 115,000 | | |
| 35,073 | | |
| - | | |
| 150,073 | |
August
31, 2021 | |
August
31, 20223 | |
| 115,000 | | |
| 10.00 | % | |
| (109,675 | ) | |
| 109,675 | | |
| 21,047 | | |
| - | | |
| 136,047 | |
October
7, 2021 | |
October
7, 20223 | |
| 115,000 | | |
| 10.00 | % | |
| (96,705 | ) | |
| 96,705 | | |
| 19,881 | | |
| - | | |
| 134,881 | |
December
23, 2021 | |
June
21, 20223 | |
| 87,000 | | |
| 10.00 | % | |
| (36,301 | ) | |
| 36,301 | | |
| 40,810 | | |
| (23,160 | ) | |
| 104,650 | |
April
14, 2022 | |
April
14, 20233 | |
| 27,778 | | |
| 10.00 | % | |
| (15,936 | ) | |
| 15,936 | | |
| 3,364 | | |
| - | | |
| 31,142 | |
August
22, 2022 | |
May
31, 20233 | |
| 66,667 | | |
| 10.00 | % | |
| (6,667 | ) | |
| 6,667 | | |
| 5,699 | | |
| - | | |
| 72,366 | |
August
22, 2022 | |
May
31, 20233 | |
| 22,222 | | |
| 10.00 | % | |
| (2,222 | ) | |
| 2,222 | | |
| 1,900 | | |
| - | | |
| 24,122 | |
August
22, 2022 | |
May
31, 20233 | |
| 16,667 | | |
| 10.00 | % | |
| (1,667 | ) | |
| 1,434 | | |
| 1,009 | | |
| - | | |
| 943 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sub-total | |
| |
| 1,192,834 | | |
| | | |
| (971,673 | ) | |
| 971,440 | | |
| 253,590 | | |
| (393,773 | ) | |
| 1,052,418 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| |
$ | 1,302,834 | | |
| | | |
$ | (971,673 | ) | |
$ | 971,440 | | |
$ | 381,026 | | |
$ | (393,773 | ) | |
$ | 1,289,854 | |
Note
Payable to SY Corporation Co., Ltd.
On
June 25, 2012, the Company borrowed 465,000,000 Won (the currency of South Korea, equivalent to $399,774 United States
Dollars as of that date) from and executed a secured note payable to SY Corporation Co., Ltd., (“SY Corporation”). The note
accrues simple interest at the rate of 12% per annum and had a maturity date of June 25, 2013. The Company has not made any payments
on the promissory note. At September 25, 2013 and subsequently, the promissory note was outstanding and in default, although SY Corporation
has not issued a notice of default or a demand for repayment. Management believes that SY Corporation is in default of its obligations
under its January 2012 license agreement, as amended, with the Company, but the Company has not yet issued a notice of default. The Company
has in the past made several efforts towards a comprehensive resolution of the aforementioned matters involving SY Corporation. During
the six-months ended June 30, 2023, there were no further communications between the Company and SY Corporation.
The
promissory note is secured by collateral that represents a lien on certain patents owned by the Company, dating back to January, August
and September 2007, including composition of matter patents for certain of the Company’s high impact ampakine compounds and the
low impact ampakine compounds CX2007 and CX2076, and other related compounds that the Company is no longer developing and where patent
rights date back to January, August and September 2007. The security interest does not extend to the Company’s patents for its
AMPAkine compounds CX1739 and CX1942 or certain related method of use patents.
The
note payable to SY Corporation consists of the following at June 30, 2023 and December 31, 2022:
Schedule
of Convertible Notes Payable
| |
June 30, 2023 | | |
December 31, 2022 | |
Principal amount of note payable | |
$ | 399,774 | | |
$ | 399,774 | |
Accrued interest payable | |
| 531,251 | | |
| 507,330 | |
Foreign currency transaction adjustment | |
| (111,287 | ) | |
| (73,641 | ) |
Total note payable | |
$ | 819,738 | | |
$ | 833,463 | |
Interest
expense with respect to this promissory note was $12,092 and $11,960 for the three-months ended June 30, 2023 and 2022, respectively
and $23,921 and $23,789 for the six-months ended June 30, 2023 and 2022, respectively.
Notes
Payable to Officers and Affiliates
For
the three-months ended June 30, 2023 and 2022, $3,712
and $3,375
was charged to interest expense with respect
to Dr. Arnold S. Lippa’s notes, respectively. For the six-months ended June 30, 2023 and 2022, $7,383
and $6,712
was charged to interest expense with respect
to Dr. Lippa’s notes, respectively. At June 30, 2023, an affiliate of Dr. Lippa provided $225,000
and was issued a demand promissory note of like
amount and warrants as described in more detail below. At June 30, 2023, amounts owed to Dr. Lippa and his affiliates, including notes
payable, a demand promissory note, advances and accrued interest were $431,693.
In
addition, Dr. Lippa periodically makes advances to the Company which are re-payable upon demand, do not accrue interest and are included
in the total of notes payable to Officers.
On
May 22, 2023, RespireRx issued a demand promissory note in the principal amount of $225,000 which
bears interest at 10%
per year to an affiliate of Dr. Arnold Lippa. In connection with the issuance of the demand promissory note and on the same date,
RespireRx issued a Warrant to purchase 75,000,000 shares
of the Company’s Common Stock at an exercise price of $0.0015 per
share of Common Stock, exercisable at any time until the date that is five years from the initial exercise date of May 22, 2023. The
Warrant had a fair value of $112,500
calculated using the Black-Scholes option pricing model utilizing an estimated one-year volatility calculated based on
RespireRx’s historical Common Stock prices, the risk free rate based on U.S Treasury yield curve in effect on the issue date,
the exercise period which is this case is five years, the fair value of the stock which is considered the closing price on the issue
date and the exercise price. The calculated value was charged to
interest expense as it is required to be amortized over the life of the note and the note is payable on demand. The Warrant also has
cashless exercise provisions. Coupon interest of $2,404 for
the period from May 22, 2023 to June 30, 2023 was charged to interest expense for the three-month period and six-month period
ended June 30, 2023. Since neither the demand promissory note nor the Warrant existed during the three-month and six-month periods
ended June 30, 2022, no such coupon interest or Warrant value interest was charged to interest expense during those periods.
On
May 22, 2023, RespireRx issued a demand promissory note in the principal amount of $25,000 which
bears interest at 10%
per year to an affiliate that is not an officer or director of the Company. In connection with the issuance of the demand promissory
note and on the same date, RespireRx issued a Warrant to purchase 8,333,333 shares
of the Company’s Common Stock at an exercise price of $0.0015 per
share of Common Stock, exercisable at any time until the date that is five years from the initial exercise date of May 22, 2023. The
Warrant had a fair value of $12,500
calculated using the Black-Scholes option pricing model utilizing an estimated one-year volatility calculated based on RespireRx’s historical
Common Stock prices, the risk free rate based on the U.S Treasury yield curve in effect on the issue date, the exercise period which is
this case is five years, the fair value of the stock which is considered the closing price on the issue date and the exercise price. The
calculated value was charged to interest expense as it is required to be amortized over the life of the note and the note is payable on
demand. The
Warrant also has cashless exercise provisions. Coupon interest of $267 for
the period from May 22, 2023 to June 30, 2023, was charged to interest expense for the three-month period and six-month
period ended June 30, 2023. Since neither the demand promissory note nor the Warrant existed during the three-month and six-month
periods ended June 30, 2022, no such coupon interest or Warrant value was charged to interest expense during those periods.
Notes
Payable to Former Officer
For
the three-months ended June 30, 2023 and 2022, $5,628
and $5,116,
respectively, was charged to interest expense with respect to former executive officer, Dr. James S. Manuso’s notes. For the
six-months ended June 30, 2023 and 2022, $11,194
and $10,177,
respectively, was charged to interest expense with respect to Dr. Manuso’s notes. At June 30, 2023, amounts owed to Dr.
Manuso, associated with two notes payable and accrued interest were $236,938. At December 31, 2022, amounts owed to Dr. Manuso with respect to the same two notes were $225,744.
Other
Short-Term Notes Payable
Other
short-term notes payable at June 30, 2023 and December 31, 2022 consisted primarily of premium financing agreements with respect to the
Company’s directors and officers liability insurance policies. At June 30, 2023, a premium financing agreement was payable in the
initial amount of $96,408 (prior to payment of a deposit of $19,228 which was paid in May 2023), with interest at 8.99% per annum, in
nine monthly installments of $8,900. At June 30, 2023 and December 31, 2022, the aggregate amount of the short-term notes payable was
$60,483 and $15,847 respectively.
5.
Settlement and Payment Agreements
Effective
December 15, 2022, the Company and the Board of Trustees of the University of Illinois (“UIL”) entered into the Second
Amendment to RespireRx -University of Illinois Exclusive License Agreement. The parties entered into the Second Amendment in order
to eliminate accrued financial obligations to UIL and reduce future obligations. Annual $100,000
payments by the Company to UIL were eliminated and the unpaid amounts totaling $200,000
for calendar years 2021 and 2022 are no longer due and payable. Among other changes, the $75,000
payment that was due after the dosing of the 1st patient in a Phase II study anywhere in the world is now reduced to
$10,000
and UIL has been given an extension in the term of the License and a deferred compensation obligation of RespireRx including the 4%
royalty on net sales due to UIL has been extended for up to 8 years after the original patent rights expire by including a royalty
on the net sales protected by a patent application submitted by the Company describing a new formulation of dronabinol. On August 3, 2023, the 2014 License Agreement inclusive of both amendments
was sublicenced to RespireRx’s wholly-owned subsidiary, ResolutionRx. See Note 8.
Commitments and Contingencies-Significant Agreements and Contracts-University of Illinois Exclusive License Agreement for more
details.
Effective
August 1, 2022, the Company and the Company’s former legal counsel, entered into a payment settlement agreement and release pursuant
to which the Company and its former legal counsel agreed that the Company owed $2,608,914 to such counsel and that under the terms of
the agreement the amount owed and payable by wire transfer on or before December 30, 2022 was $250,000. If that amount was paid
on or before December 30, 2022, certain mutual releases would become effective and no further amounts would be due. If the $250,000 amount
was not paid by December 30, 2022, the section of the agreement related to mutual releases would be null and void ab initio and the amount
immediately due and payable by the Company to its former counsel would be adjusted to $2,608,914 less any amounts paid on or after the
date of the agreement. The amount due by December 30, 2022 was not paid and the payment settlement agreement was amended to call for
a payment of $350,000 by February 15, 2023, which amount was also not paid. The Company and its former legal counsel are in discussions
regarding further revised payment settlement terms. The amount due to the Company and its former legal counsel included in accounts payable
as of June 30, 2023 is $2,608,914.
Effective
January 31, 2022, the Company’s former President and Chief Executive Officer and Member of the Board of Directors, Timothy Jones,
resigned his officer positions as well as from the Board of Directors pursuant to an Employment Agreement Termination and Separation
Agreement (“SA”) dated February 8, 2022. Pursuant to the terms of the SA, the Company has agreed to pay Mr. Jones up to a
maximum of $789,267 in accordance with a schedule set forth in the SA based on amounts of funding raised by the Company, all in payment
for Mr. Jones’ service to the Company as President and Chief Executive Officer prior to January 31, 2022. All such amounts are
included in accrued compensation as of June 30, 2023 and December 31, 2022. Mr. Jones did not resign because of any disagreement with
the Company relating to the Company’s operations, policies or practices.
On
April 29, 2021, RespireRx agreed to a payment and settlement agreement with the University of California Innovation and
Entrepreneurship (“UIC”) with respect to accounts payable in an amount that was not in dispute and is reflected in
accounts payable and accrued expenses in the Company’s condensed consolidated financial statements as of December 31, 2022 and
June 30, 2023. The total amount due was $234,657.
The agreed payment schedule is for the Company to pay $10,000
on each of July 1, 2021, September 1, 2021, November 1, 2021, January 1, 2022 and March 31, 2022. If RespireRx paid an aggregate of
$175,000
on or before March 31, 2022, the amounts would have been considered paid in full with no further amounts due. RespireRx has not made
any payments after the September, 2021 payment. According to the terms of the agreement, if an aggregate of $175,000
was not paid by March 31, 2022, the remaining unpaid amount up to an aggregate of the original amount of $234,657
less any payments previously made would be due and payable. Payment was not made and the original amount of $234,657
less the payments made up to September, 2021 have been recorded in accounts payable at June 30, 2023. The Company remains in
discussions with an agent on behalf of UIC to establish a new payment settlement schedule.
On
February 21, 2020, Sharp Clinical Services, Inc. (“Sharp”), a vendor of the Company, filed a complaint against the
Company in the Superior Court of New Jersey Law Division, Bergen County related to a December 16, 2019 demand for payment of past
due invoices inclusive of late fees totaling $103,890.
On May 29, 2020, a default was entered against the Company, and on September 4, 2020, a final judgment was entered against the
Company in the amount of $104,217.
On March 3, 2021, we executed a settlement agreement with Sharp (the “Sharp Settlement Agreement”), and on March 9,
2021, Sharp requested of the Bergen (NJ) County Sheriff, the return of the Writ of Execution which resulted in a release of the lien
in favor of Sharp. The Sharp Settlement Agreement calls for a payment schedule of ten $10,000
payments due on April 1, 2021 and every other month thereafter, and permitted early settlement at $75,000
if the Company had paid Sharp that lower total by August 1, 2021. The Company did not pay Sharp that lower amount by that date. The
Company has recorded a liability to Sharp of $53,568
as of June 30, 2023 after payments totaling $30,000
pursuant to the Sharp Settlement Agreement in August, October and December 2021. The Company has not made the any of the payments
due on or after October 1, 2021. On March 3, 2022, Company’s then counsel received a default notice from counsel to Sharp with
respect to the Sharp Settlement Agreement, which stated that Sharp may exercise its remedies. Company’s then counsel
communicated with counsel to Sharp. On March 28, 2022, one of the Company’s bank accounts was debited $415
inclusive of fees for the benefit of Sharp.
By
letter dated February 5, 2016, the Company received a demand from a law firm representing Salamandra, LLC (“Salamandra”)
alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator
awarded Salamandra the full amount sought in arbitration of $146,082. Additionally, the arbitrator granted Salamandra attorneys’
fees and costs of $47,937. All such amounts have been accrued as of June 30, 2023, including accrued interest at 4.5% annually from February
26, 2018, the date of the judgment, through June 30, 2023, totaling $43,376. The Company had previously entered into a settlement agreement
with Salamandra that is no longer in effect. The Company believes that a
lien with respect to the amounts owed is in effect.
On
September 14, 2021, the Company and DNA Healthlink, Inc. (“DNA Healthlink”) entered into a settlement agreement (the
“DNA Healthlink Settlement Agreement”) regarding $410,000
in unpaid accounts payable owed by the Company
to DNA Healthlink (the “DNA Healthlink Settlement Amount”) for services provided by DNA Healthlink to the Company
pursuant to an agreement by and between the Company and DNA Healthlink dated October 15, 2014. Under the terms of the DNA Healthlink
Settlement Agreement, the Company is obligated to pay to DNA Healthlink the full DNA Healthlink Settlement Amount as follows: twelve
monthly payments of $8,000
commenced on November 15, 2021, followed by twelve
monthly payments of $10,000
which commenced on November 15, 2022, followed
by twelve monthly payments of $15,000
commencing on November 15, 2023, followed by
one final payment of $14,000
on November 15, 2024. If, prior to March 14,
2023, the Company had received one or more upfront license fee payments or any other similar fee or fees from one or more strategic partners
that aggregate at least fifteen million dollars ($15,000,000.00)
(“Upfront Fees”), then the full DNA Healthlink Settlement Amount, less any amounts previously paid, would have been
accelerated and become due and payable in full within ninety (90) days of receipt of any Upfront Fees. The Company made payments of $8,000
in November 2021 and December 2021, but has not
made payments thereafter. Of the $390,000
total amount due, $74,000
has been reflected as long-term liabilities and
the remaining amount has been reflected in accounts payable and accrued expenses in the Company’s condensed consolidated balance
sheet as of June 30, 2023.
By
email dated July 21, 2016, the Company received a demand from an investment banking consulting firm that represented the Company in 2012
in conjunction with the Pier transaction alleging that $225,000 is due and payable for investment banking services rendered. Such amount
has been included in accrued expenses at June 30, 2023 and December 31, 2022.
The
Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company,
adequate provision has been made in the Company’s condensed consolidated financial statements as of June 30, 2023 and consolidated
financial statements as of December 31, 2022 with respect to such matters, including, specifically, the matters noted above. The Company
intends to vigorously defend itself if any of the matters described above results in the filing of a lawsuit or formal claim.
6.
Stockholders’ Deficiency
Preferred
Stock
RespireRx
has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2023 and December 31, 2022,
37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”).
Series
B Preferred Stock outstanding as of June 30, 2023 and December 31, 2022 consisted of 37,500 shares issued in a May 1991 private placement.
The shares of Series B Preferred Stock are convertible into 1 share of common stock. RespireRx may redeem the Series B Preferred Stock
for $25,001 at any time upon 30 days prior notice.
As
of June 30, 2023, there were 1,376 shares of Series H Preferred Stock designated and available for issuance.
On
April 3, 2023, RespireRx authorized 3,500 shares of Series I 8% Redeemable Preferred Stock (“Series I Preferred Shares”),
par value $0.001 and stated value $100.00. The Series I Preferred Shares pay an 8% dividend in-kind, are non-voting, redeemable and non-convertible.
The Series I Preferred Stock is redeemable upon the occurrence of certain event(s). The redemption amount which is defined as the Eligible
Payment is calculated as the Maximum Appreciated Price (unless a lesser price is agreed by RespireRx and the holder) which is $0.02 multiplied
by the number of shares of Common Stock corresponding the number of Series I Preferred Shares divided by the Base Measurement Price of
$0.0015 multiplied by the stated amount. An Eligible Payment becomes payable upon the occurrence of an Eligible Payment Event. An Eligible
Payment Event is caused by (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least
$15,000,000, or (ii) any milestone payment with respect to research and development of at least $15,000,000, or (iii) receipt of
royalties in any one year of at least $15,000,000 or (iv) any event resulting in RespireRx’s receipt of an amount deemed
by RespireRx’s Board of Directors to establish an Eligible Payment Event. A Fundamental Event as defined in the Certificate
of Designation, Preferences, Rights and Limitations of the Series I 8% Redeemable Preferred Stock may cause an Eligible Payment Event.
Series I Preferred Shares have certain restrictions on transfer. Between April 5, 2023 and June 15, 2023, RespireRx sold and issued
700 Series I Preferred Shares for $70,000 which accrued $891 of dividends in-kind through June 30, 2023, resulting in the issuance of
an additional 9 Series I Preference Shares. Therefore, as of June 30, 2023, there were 709 Series I Preferred Shares outstanding and
2,791 Series I Preferred Shares available for issuance.
On
April 12, 2023, RespireRx authorized 15,000
shares of Series J 8%Voting,
Participating, Redeemable Preferred Stock (“Series J Preferred Shares”), par value $0.001
and stated value $100.00.
The Series J Preferred Shares pay an 8%
dividend in-kind, are voting, participating, redeemable and non-convertible. The Series J Preferred Stock is redeemable upon the
occurrence of certain event(s). The redemption amount which is defined as the Eligible Payment is calculated as the Maximum
Appreciated Price (which is the closing price per share of RespireRx’s Common Stock or its equivalent on the date that is the
Trading Day on which the Eligible Payment Event is publicly announced prior to the opening of the financial markets on such date, or
the Trading Day following the public announcement of the Eligible Payment Event if announced after the opening of the financial
markets on the date of the Eligible Payment Event) multiplied by the number of shares of Common Stock corresponding to the number of
Series J Preferred Shares divided by the Base Measurement Price of $0.006
multiplied by the stated value. An Eligible Payment becomes payable upon the occurrence of an Eligible Payment Event. An Eligible
Payment Event is caused by (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at
least $20,000,000,
or (ii) any milestone payment with respect to research and development of at least $20,000,000,
or (iii) receipt of royalties in any one year of at least $20,000,000
or (iv) any event resulting in RespireRx’s receipt of an amount deemed by the Corporation’s Board of Directors to
establish an Eligible Payment Event. A Fundamental Event as defined in the Certificate of Designation, Preferences, Rights and
Limitations of the Series J 8%
Redeemable Preferred Stock may cause an Eligible Payment Event. Series J Preferred Shares have certain restrictions on transfer. On
April 12, 2023, in connection with the signing of one Exchange Agreement and two Exchange and Settlement Agreements with two
executive officers of RespireRx who are also directors and one vendor who is an affiliate, (collectively the
“Exchangers”), the Exchangers exchanged $570,000
of accrued compensation or other liabilities owed to them for 5,700
Series J Preferred Shares and immediately completed permitted transfers of such shares to family trusts or affiliates and which
shares accrued dividends of $9,870 from April 12,
2023 to June 30, 2023 resulting in the issuance of an additional 99 shares of Series J Preferred Stock. Therefore, as of June 30, 2023, there were 5,799
Series J Preferred Shares issued and outstanding and 9,201
Series J Preferred Shares available for issuance. No gain or loss was recorded on the exchange and settlement of the accrued
compensation or other liabilities for the Series J Preferred Shares issued.
Although
other series of preferred stock have been designated, no other shares of preferred stock are outstanding. As of June 30, 2023, 3,485,924
shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. As
of December 31, 2022, 3,504,424 shares of preferred stock were undesignated.
Common
Stock
RespireRx
has authorized 2,000,000,000 shares
of Common Stock, par value $0.001 (“Common
Stock”). There are 220,728,647 shares
of RespireRx’s Common Stock outstanding as of June 30, 2023. The issued and outstanding shares of Common Stock as of June 30,
2023 included 56,039,999 shares of Common Stock issued upon conversion of convertible notes and 39,144,372 shares of Common Stock
issued upon cashless exercise of warrants during the six-month period ended June 30, 2023. After reserving for conversions of
convertible debt and convertible preferred stock, as well as exercises of common stock purchase options (granted and available for
grant within the 2014 and 2015 stock and stock option plans) and warrants and the issuance of Pier contingent shares and before
accounting for incremental contract excess reserves, there were 642,219,502 shares
of RespireRx’s Common Stock available for future issuances as of June 30, 2023. No options were exercised during the six-month
period ended June 30, 2023. Options exercisable into 31,019 shares
of Common Stock expired during the six-month period ended June 30, 2023. During the three-month and six-month periods ended June 30,
2023, warrants exercisable into 25,500,000 and
a total of 49,800,000 shares
of Common Stock if exercised on a cash basis were exercised on a cashless basis resulting in the issuance of 20,361,976 shares
of Common Stock during the three-month period ended June 30, 2023 and a total of 39,144,372 for
the six-month period ended June 30, 2023. Warrants exercisable into 23,881 shares
of Common Stock expired during the six-month period ended June 30, 2023. No options or warrants were exercised after June 30, 2023.
After June 30, 2023, three convertible note holders of notes with substantially similar attributes converted $65,753
of principal, $747
of interest, $1,000
of conversion fees for a total of $67,500,
into 45,000,000
shares of Common Stock at a conversion price, in each case of $0.0015
per share of Common Stock.
Common
Stock Warrants
A
summary of warrant activity for the six-months ended June 30, 2023 is presented below.
Schedule
of Warrant Activity
|
|
Number
of
Shares |
|
|
Weighted
Average
Exercise
Price |
|
|
Weighted
Average
Remaining
Contractual
Life
(in Years) |
|
Warrants outstanding and exercisable
at December 31, 2022 |
|
|
419,683,183 |
|
|
$ |
0.0074 |
|
|
|
3.28 |
|
Exercised |
|
|
(49,800,000 |
) |
|
|
0.0015 |
|
|
|
- |
|
Issued |
|
|
83,333,333 |
|
|
|
0.0015 |
|
|
|
4.90 |
|
Expired |
|
|
(23,881 |
) |
|
|
- |
|
|
|
|
|
Warrants outstanding
and exercisable at June 30, 2023 |
|
|
453,192,635 |
|
|
$ |
0.0060 |
|
|
|
3.27 |
|
The
exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2023:
Schedule
of Exercise Prices of Common Stock Warrants Outstanding and Exercisable
Exercise
Price |
|
|
Warrants
Outstanding and Exercisable (Shares) |
|
|
Expiration
Dates |
|
$ |
0.0015 |
|
|
|