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): June 29,
2021
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-16467 |
|
33-0303583 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S
Employer
Identification
No.)
|
126
Valley Road, Suite C
Glen
Rock, New Jersey
|
|
07452 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (201)
444-4947
(Former
name or former address, if changed since last
report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Item
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement with EMA Financial, LLC
On
June 29, 2021 (the “Effective Date”), RespireRx Pharmaceuticals
Inc. (the “Company”) and EMA Financial, LLC (“EMA”) entered into a
Securities Purchase Agreement (the “SPA”) pursuant to which EMA
provided a sum of $103,500 (the “Consideration”) to the Company, in
return for a convertible promissory note (the “Note”) with a face
amount of $115,000 (which difference in value as compared to the
Consideration is due to an original issue discount of $11,500), and
a common stock purchase warrant (the “Warrant”) exercisable for
five years at an exercise price of $0.02 per share on a cash or
cashless basis, to purchase up to 2,453,333 shares of the Company’s
common stock, par value $0.001 (“Common Stock”). In addition, and
to induce EMA to enter into the SPA, the Company and EMA entered
into a Piggy-Back Registration Rights Agreement (the “Registration
Rights Agreement”) under which the Company has agreed to provide
certain piggy-back registration rights under the Securities Act of
1933, as amended (the “Securities Act”) with respect to the Common
Stock issuable pursuant to the SPA. The net proceeds of the
Consideration, which were received by the Company on June 30, 2021,
were used for general corporate purposes, including the payment of
accrued obligations, and equaled $100,000 after payment of $2,750
in EMA’s legal fees and the withholding by EMA of $750 in diligence
fees.
The
Note obligates the Company to pay by June 29, 2022 (the “Maturity
Date”) a principal amount of $115,000 together with interest at a
rate equal to 10% per annum. The first twelve months of interest,
equal to $11,500, is guaranteed and earned in full as of the
Effective Date. Any amount of principal or interest that is not
paid by the Maturity Date would bear interest at the rate of 24%
from the Maturity Date to the date it is paid.
EMA
has the right, in its discretion, at any time, to convert any
outstanding and unpaid amount of the Note into shares of Common
Stock, provided that the conversion would not result in EMA
beneficially owning more than 4.99% of the Company’s then
outstanding Common Stock. EMA may convert at a per share conversion
price equal to $0.02, subject to equitable adjustments for stock
splits, stock dividends, combinations, recapitalizations,
extraordinary distributions and similar events. Upon any
conversion, all rights with respect to the portion of the Note
being so converted will terminate, except for the right to receive
Common Stock or other securities, cash or other assets as provided
for in the Note.
The
Company may, in the absence of an Event of Default (as defined in
the Note), and with prior written notice to EMA, prepay the
outstanding principal amount under the Note during the initial 180
day period after the Effective Date by making a payment to EMA of
an amount in cash equal to 115% of the outstanding principal,
interest, default interest and other amounts owed. Under certain
circumstances, including the occurrence of an Event of Default, a
sale, merger or other business combination where the Company is not
the survivor, or the conveyance or disposition of all or
substantially all of the assets of the Company, the Company may be
required to prepay in cash an amount equal to 125% of the
outstanding principal, interest, default interest and other amounts
owed. The Company’s wholly owned subsidiary, Pier Pharmaceuticals,
Inc., provided an unlimited guarantee of the Company’s obligations
under the Note.
The
Note requires that the Company reserve the greater of (i) 8,625,000
shares of Common Stock or (ii) one and a half times the number of
shares into which the Note may convert. The Warrant requires that
the Company reserve three times the number of shares into which the
Warrant is at any time exercisable.
The
SPA includes, among other things: (1) the grant of an option to EMA
to incorporate into the Note any terms applicable to a subsequent
issuance of a convertible note or security by the Company that are
more beneficial to an investor than the terms of the SPA and Note
are to EMA; and (2) certain registration rights by reference to the
Registration Rights Agreement, and the right to have any shares of
Common Stock issued in connection with the conversion of the Note
or exercise of the Warrant included in any Regulation A offering
statement that the Company files with the Securities and Exchange
Commission.
The
Note, the Warrant, and the shares of Common Stock issuable upon
conversion or exercise thereof, as applicable, were offered and
sold to EMA in reliance upon specific exemptions from the
registration requirements of United States federal and state
securities laws, which include Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), and Rule 506 of
Regulation D promulgated thereunder. Pursuant to these exemptions,
EMA represented to the Company under the SPA, among other
representations, that it was an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D under the 1933
Act.
The
descriptions of the SPA, the Registration Rights Agreement, the
Note, and the Warrant do not purport to be complete and are
qualified in their entirety by reference to the SPA, the
Registration Rights Agreement, the Note, and the Warrant, which are
included as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference.
Exchange
Agreements with EMA Financial, LLC and FirstFire Global
Opportunities Fund LLC
The Company has entered into two separately negotiated exchange
agreements with each of EMA (such agreement, the “EMA Exchange
Agreement”) and FirstFire Global Opportunities Fund LLC
(“FirstFire” and such agreement, the “FirstFire Exchange Agreement”
and together with the EMA Exchange Agreement, the “Exchange
Agreements”). Prior to the execution of the Exchange Agreements the
Company had issued each of EMA and FirstFire common stock purchase
warrants. On July 30, 2020, the Company issued to EMA a common
stock purchase warrant exercisable until September 30, 2023 at an
initial exercise price of $0.007 per share on a cash basis, to
purchase up to 3,750,000 shares of Common Stock (the “Existing EMA
Warrant”). On July 2, 2020, the Company issued to FirstFire a
common stock purchase warrant exercisable until September 30, 2023
at an initial exercise price of $0.007 per share on a cash basis,
to purchase up to 6,875,000 shares of Common Stock (the “Existing
FirstFire Warrant”). On January 5, 2021, the Company effected a
ten-to-one reverse stock split which had the effect of reducing the
number of shares into which the Existing EMA Warrant and the
Existing FirstFire Warrant would be exercisable, in each case, by
dividing the number of shares by ten and increasing the exercise
price by multiplying the exercise price by ten.
On June 29, 2021, the Company and EMA entered into the EMA Exchange
Agreement, dated as of June 28, 2021, and pursuant to its terms,
EMA exchanged the Existing EMA Warrant for a new common stock
purchase warrant exercisable (on a cash or cashless basis) for five
years at an initial exercise price of $0.02 per share, to purchase
up to 327,273 shares of Common Stock (the “New EMA Warrant”).
On June 30, 2021, the Company and FirstFire entered into the
FirstFire Exchange Agreement and pursuant to its terms, FirstFire
exchanged the Existing FirstFire Warrant for a new common stock
purchase warrant exercisable (on a cash or cashless basis) until
September 30, 2023 at an initial exercise price of $0.02 per share,
to purchase up to 600,000 shares of Common Stock (the “New
FirstFire Warrant”).
Before
entering into the Exchange Agreements, the Company received from
certain counterparties to existing agreements requisite waivers of
provisions that prohibit the Company’s entry into transactions in
accordance with, based upon, or related or pursuant to Section
3(a)(9) of the Securities Act.
The
descriptions of the EMA Exchange Agreement, the New EMA Warrant,
the Existing EMA Warrant, the FirstFire Exchange Agreement, the New
FirstFire Warrant, and the Existing FirstFire Warrant do not
purport to be complete and are qualified in their entirety by
reference to each exchange agreement or warrant, as applicable,
copies of which are attached to this Current Report on Form 8-K as
Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8, Exhibit
99.9, and Exhibit 99.10, respectively. The information set forth in
Item 3.02 herein is incorporated into this Item 1.01 by
reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
information provided in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02.
EMA
and FirstFire made representations to the Company in their
respective Exchange Agreements that they met the accredited
investor definition of Rule 501 of Regulation D of the Securities
Act, and the Company relied on those representations.
The
transactions described in Item 1.01 of this Current Report on Form
8-K were between the Company and its existing security holders and
were made in reliance on the exemption from registration afforded
by Section 3(a)(9), or alternatively Section 4(a)(2), of the
Securities Act. These transactions were not conducted in connection
with a public offering and the participants in these transactions
did not rely on, and the Company did not make, any public
solicitation or advertisement in connection with these
transactions.
This
Current Report on Form 8-K shall not constitute an offer to sell or
a solicitation of an offer to buy, nor shall such securities be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
Item
9.01 Financial Statements and Exhibits
Exhibit
No. |
|
Exhibit
Description |
99.1 |
|
Securities
Purchase Agreement, dated June 29, 2021, between RespireRx
Pharmaceuticals Inc. and EMA Financial, LLC. |
99.2 |
|
Piggy-Back
Registration Rights Agreement, dated June 29, 2021, between
RespireRx Pharmaceuticals Inc. and EMA Financial,
LLC. |
99.3 |
|
10%
Convertible Note, dated June 29, 2021. |
99.4 |
|
Common
Stock Purchase Warrant, dated June 29, 2021. |
99.5 |
|
Exchange
Agreement, dated June 28, 2021, between RespireRx Pharmaceuticals
Inc. and EMA Financial, LLC. |
99.6 |
|
Common
Stock Purchase Warrant, dated June 28, 2021, between RespireRx
Pharmaceuticals Inc. and EMA Financial, LLC. |
99.7 |
|
Common
Stock Purchase Warrant, dated July 30, 2020, between RespireRx
Pharmaceuticals Inc. and EMA Financial, LLC (incorporated by
reference to Exhibit 99.6 of the Company’s Current Report on Form
8-K (file no. 001-16467) filed on August 5, 2020). |
99.8 |
|
Exchange
Agreement, dated June 30, 2021, between RespireRx Pharmaceuticals
Inc. and FirstFire Global Opportunities Fund LLC. |
99.9 |
|
Common
Stock Purchase Warrant, dated June 30, 2021, between RespireRx
Pharmaceuticals Inc. and FirstFire Global Opportunities Fund
LLC. |
99.10 |
|
Common
Stock Purchase Warrant, dated July 2, 2020, between RespireRx
Pharmaceuticals Inc. and FirstFire Global Opportunities Fund LLC
(incorporated by reference to Exhibit 99.3 of the Company’s Current
Report on Form 8-K (file no. 001-16467) filed on July 7,
2020). |
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:
July 6, 2021 |
RESPIRERX
PHARMACEUTICALS INC. |
|
(Registrant) |
|
|
|
By: |
/s/
Jeff E. Margolis |
|
|
Jeff
E. Margolis
SVP,
CFO, Secretary and Treasurer
|
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
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