Current Report Filing (8-k)
April 04 2022 - 09:22AM
Edgar (US Regulatory)
0000849636 false 0000849636 2022-04-01
2022-04-01 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):
April 1, 2022
RESPIRERX PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-16467 |
|
33-0303583 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S
Employer
Identification
No.)
|
126 Valley Road,
Suite C
Glen Rock,
New Jersey
|
|
07452 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code:
(201)
444-4947
(Former
name or former address, if changed since last
report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Promissory Note Amendment
Amendment No. 1 to Promissory Note. On April 1, 2022,
effective as of March 31, 2022, the Company and EMA Financial, LLC
entered into a first amendment to that certain Promissory Note
dated March 31, 2021 (“Note”) referred to herein as “Note Amendment
No. 1.” Note Amendment No. 1 changes the maturity date of the Note
to July 31, 2022, increases the guaranteed interest to $15,000.00.
In addition, he references to the state courts located in New York,
NY or federal courts located in New York, NY in Section 4.6 of the
Note were replaced with “Court of Chancery of the State of Delaware
or, to the extent such court does not have subject matter
jurisdiction, the United States District Court for the District of
Delaware or, to the extent that neither of the foregoing courts has
jurisdiction, the Superior Court of the State of
Delaware.”
The
foregoing description of the Note Amendment No. 1 does not purport
to be complete and is qualified in its entirety by reference to
Note Amendment No. 1, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
information provided in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
*
Filed herewith
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
April 4, 2022 |
RESPIRERX PHARMACEUTICALS INC. |
|
(Registrant) |
|
|
|
|
By: |
/s/
Jeff Eliot Margolis |
|
|
Jeff
E. Margolis |
|
|
SVP,
CFO, Secretary and Treasurer |
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
Historical Stock Chart
From Jul 2022 to Aug 2022
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
Historical Stock Chart
From Aug 2021 to Aug 2022