Current Report Filing (8-k)
August 03 2022 - 04:06PM
Edgar (US Regulatory)
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2022-07-31 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):
July 31, 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.
Entry into Payment Settlement Agreement and
Release
Effective
August
1, 2022, the RespireRx Pharmaceuticals Inc. (the “Company”) and the
Company’s former legal counsel, Faegre Drinker Biddle & Reath
LLP (“FDBR”), entered into a payment settlement agreement
(“Agreement”) and release pursuant to which, the Company and FDBR
agreed that prior to entry into the Agreement the Company owed
$2,608,914.48 to FDBR and that under the terms of the Agreement the
amount owed and payable by wire transfer on or before December 30,
2022 shall be $250,000 (“Settlement Amount”). If the Settlement
Amount is paid to FDBR on or before December 30, 2022, certain
mutual releases (“Mutual Releases”) shall become effective and no
further amounts would be due. If the Settlement Amount is not paid
by December 30, 2022, the section of the Agreement related to
Mutual Releases shall be null and void ab initio and the amount
immediately due and payable by the Company to FDBR shall be
adjusted to $2,608,914.48 less any amounts paid on or after the
date of the Agreement.
The
foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 99.1
Suspension of Services by American Stock Transfer & Trust
Company LLC, a/k/a AST Financial
On
August 2, 2022, the Company’s transfer agent, American Stock
Transfer & Trust Company LLC, a/k/a AST Financial (“AST”)
informed the Company that services have been suspended until AST
receives payment of outstanding invoices.
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
By
letter dated July 31, 2022, Ms. Kathryn MacFarlane, a member of the
Board of Directors (“BOD”) of the Company notified the Company of
her resignation.
Ms.
MacFarlane did not resign because of any disagreement with the
Company relating to the Company’s operations, policies or
practices.
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:
August 3, 2022 |
RESPIRERX PHARMACEUTICALS INC.
(Registrant) |
|
|
|
|
By: |
/s/
Jeff Eliot Margolis |
|
|
Jeff
Eliot Margolis |
|
|
Senior
Vice President, Chief Financial Officer, Secretary and
Treasurer |
RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
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