Current Report Filing (8-k)
December 14 2021 - 04:13PM
Edgar (US Regulatory)
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2021-12-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
December 14, 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.
Commitment Note
Amendment
Effective as of December 1, 2021, RespireRx Pharmaceuticals Inc.
(the “Company”) and White Lion Capital, LLC (“White
Lion”) entered into a third
amendment (the “Note Amendment No. 3”) to that certain 8% Fixed
Promissory Note, dated as of July 28, 2020, as amended on September
30, 2020 and as of July 27, 2021 (as amended, the “Commitment
Note”), issued by the Company for the benefit of White
Lion. The Amendment No. 3 was
signed on December 14, 2021. The Note Amendment No. 3 changes the
maturity date of the Commitment Note from December 1, 2021 to June
30, 2022, and in consideration therefor, increases the total
principal amount from $45,000 to $53,000 and the currently
outstanding principal amount from $20,000 to
$28,000.
The
foregoing description of the Note Amendment does not purport to be
complete and is qualified in its entirety by reference to the Note
Amendment, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 99.1.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
* Filed
herewith
Pursuant to
the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 14,
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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