Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Hiring
of Timothy Jones as Chief Executive Office and President and Resignation of Dr. Arnold Lippa as Interim Chief Executive Office
and Interim President
On
May 6, 2020, RespireRx Pharmaceuticals Inc. (the “Company”) entered into an employment contract (the “Contract”)
with Timothy Jones to serve as Chief Executive Officer (“CEO”) and President of the Company. The Contract provides
for a provisional term through July 31, 2020, during which Mr. Jones will be employed “at will” and after which additional
terms and conditions of the Contract will become effective, as set forth in the Contract. If not earlier terminated during the
provisional term, or thereafter pursuant to the terms of the Contract, the Contract will be effective through September 30, 2023,
and will renew annually thereafter unless either party terminates in writing at least 90 days before the next renewal date. Dr.
Arnold Lippa, who has been serving as the Company’s Interim CEO and Interim President, resigned from those positions concurrently
with the effectiveness of the Contract, but will continue to serve as the Company’s Executive Chairman and Chief Scientific
Officer. As previously disclosed in the Company’s Current Report on Form 8-K filed February 3, 2020, Mr. Jones joined the
Company’s board of directors (“Board”) on January 28, 2020.
Mr.
Jones’ 25 years of broad experience across multiple disciplines within the pharmaceutical industry includes 15 years of
API (active pharmaceutical ingredient) sales, business development, and sourcing in the niche, controlled substances industry.
He is recognized for his expertise in the strategic development and growth of active pharmaceutical ingredient categories through
partnerships with a broad cross section of brand and generic pharmaceutical and biopharmaceutical companies worldwide. His extensive
knowledge base and expertise across multiple pharmaceutical disciplines have contributed to his successful track record of financial
growth. From September 2019 to April 10, 2020, Mr. Jones was the Vice President Global Pharmaceutical and Medical OTC at Purisys,
LLC (“Purisys”), an affiliate of Noramco, Inc. formed in September 2019. From November 2018 to September 2019,
Mr. Jones was VP Business Development-Global Cannabinoids Portfolio at Noramco, Inc. From August 2017 to November 2018, Mr. Jones
was Director of Sales and Business Development at Noramco, Inc. From September 2015 to August 2017, he was Director of Global
API Purchasing/Primary API Sourcing Consultant at QuVa Pharma Inc. From June 2014 to June 2015, he was Vice President Strategic
Portfolio Management at Midas Pharmaceuticals Inc. He has also previously held leadership roles with Par Sterile Products, and
Johnson Matthey.
In
light of Mr. Jones appointment, he will cease to receive compensation for his service on the Board as a non-employee member of
the Board, and instead, going forward, Mr. Jones will be compensated as provided the Contract. The above description of the Contract
does not purport to be complete and is qualified in its entirety by reference to the Contract, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
In
September 2018, the Company entered into a Development and Supply Agreement with Noramco, Inc. (“Agreement”),
as previously disclosed in its Quarterly Report on Form 10-Q filed November 16, 2018, which Agreement was assigned to Purisys
effective December 30, 2019. As of the date of this Current Report on Form 8-K, nothing has been provided to the Company under
the Agreement, but materials and services may be supplied to the Company in the future by Purisys under the terms and conditions
provided in the Agreement.
Except
as noted above, there is no arrangement or understanding between Mr. Jones and any other persons pursuant to which he was offered
these positions, and the Company is not aware of any transaction or relationship involving Mr. Jones requiring disclosure under
Item 404(a) of Regulation S-K. The press release announcing the appointment of Mr. Jones is attached as Exhibit 99.2 to this Current
Report on Form 8-K.
Approval
of Amendment of the Amended and Restated 2015 Stock and Stock Option Plan
By
unanimous Written Consent dated May 5, 2020, the Board of Directors of the Company approved the amendment of the Amended and Restated
RespireRx Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (the “2015 Plan”) as set forth in the Fourth
Amendment to the 2015 Plan (the “Amendment”). The Amendment increases the shares issuable under the plan by
50,000,000, from 8,985,260 shares to 58,985,260 shares. Other than the change in the number of shares available under the 2015
Plan, no other changes were made to the 2015 Plan by the Amendment.
The
2015 Plan provides for the issuance of shares of Company stock, in the form of stock grants and options to directors, officers,
employees, consultants and other service providers of the Company. The Company has not submitted, and currently does not intend
to submit, the 2015 Plan for stockholder approval. Accordingly, the 2015 Plan does not contemplate the issuance of Incentive Stock
Options. The foregoing description of the 2015 Plan does not purport to be complete and is qualified in its entirety by reference
to the full text of the 2015 Plan as amended. A copy of the 2015 Plan was filed by the Company on April 6, 2016, as Exhibit 10.1
to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the First Amendment of the 2015 Plan was filed
by the Company on January 23, 2017, as Exhibit 10.1 to a Current Report on Form 8-K and is incorporated herein by reference. A
copy of the Second Amendment of the 2015 Plan was filed by the Company on December 14, 2017, as Exhibit 10.3 to a Current Report
on Form 8-K and is incorporated herein by reference. A copy of the Third Amendment of the 2015 Plan was filed by the Company on
January 4, 2019, as Exhibit 99.4 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Amendment
is attached as Exhibit 99.7 to this Current Report on Form 8-K and is incorporated herein by reference.