Current Report Filing (8-k)
November 25 2020 - 9:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 24, 2020
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S
Employer
Identification No.)
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126
Valley Road, Suite C
Glen
Rock, New Jersey
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07452
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 444-4947
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 24, 2020, RespireRx Pharmaceuticals Inc. (the “Company”) filed with the Secretary of State of the State of
Delaware a Fifth Certificate of Amendment (the “Certificate of Amendment”) to its Second Restated Certificate of Incorporation.
The Certificate of Amendment increased the number of authorized shares of common stock of the Company, par value $0.001 per share
(“Common Stock”), from 1,000,000,000 to 2,000,000,000.
The
above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference
to the Certificate of Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Item
5.07. Submission of Matters to a Vote of Security Holders
On
November 24, 2020, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The record date for
stockholders to receive notice of and to be eligible to vote at the Special Meeting was October 16, 2020. A total of 577,842,003
shares were eligible to be voted at the Special Meeting.
The
Company’s shareholders approved the following amendments to the Second Restated Certificate of Incorporation (the “Charter”)
of the Company: (i) to effect, at the discretion of the Company’s Board of Directors (the “Board”), a ten-to-one
(10 to 1) reverse stock split of all of the outstanding shares of Common Stock (the “Reverse Split Amendment”), and
(ii) to set the Company’s authorized shares of stock at 2,005,000,000 shares consisting of 2,000,000,000 shares designated
as Common Stock, and 5,000,000 shares designated as preferred stock, with stated value and other terms to be determined at the
discretion of the Board (the “Authorized Shares Amendment”).
The
following was the result of the vote to approve the Reverse Split Amendment:
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For
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Against
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Abstain
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Total Shares Voted
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Votes Cast
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453,160,917
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62,572,978
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2,563,891
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518,297,786
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Percentage of Shares Eligible to be Voted
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78.4
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%
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10.8
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%
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0.4
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%
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89.7
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%
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As
set forth in the proxy statement for the Special Meeting, an amendment to the Charter to implement the Reverse Split Amendment
may be filed with the Secretary of State of the State of Delaware if and when the Board so determines. The Proxy Statement further
states that the Board intends to effect such amendment, or abandon it, within sixty days of the Special Meeting. Until such amendment
becomes effective, the Board reserves the right to abandon the Reverse Split Amendment without further action by the Company’s
stockholders.
The
following was the result of the vote to approve the Authorized Shares Amendment:
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For
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Against
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Abstain
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Total Shares Voted
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Votes Cast
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431,415,755
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85,861,745
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1,020,286
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518,297,786
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Percentage of Shares Eligible to be Voted
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74.7
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%
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14.9
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%
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0.2
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%
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89.7
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%
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As described above in Item 5.03 of this Current
Report on Form 8-K, the Certificate of Amendment effecting the Authorized Shares Amendment was filed with the Secretary of State
of the State of Delaware on November 24, 2020.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
*Filed
herewith
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
November 25, 2020
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RESPIRERX
PHARMACEUTICALS INC.
(Registrant)
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By:
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/s/
Jeff E. Margolis
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Jeff
E. Margolis
SVP,
CFO, Secretary and Treasurer
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RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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