UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Notification of Late Filing

SEC File Number: 1-16467

CUSIP Number: 761227206

(Check one):

For Period Ended: September 30, 2020

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the

Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

PART I - REGISTRANT INFORMATION

RESPIRERX PHARMACEUTICALS INC.

Full Name of Registrant

126 Valley Road, Suite C

Address of Principal Executive Office (Street and Number)

Glen Rock, New Jersey 07452

(City, State and Zip Code)

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [X]

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

RespireRx Pharmaceuticals Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended September 30, 2020 (the “Quarterly Report”) by the November 16, 2020 filing date applicable to smaller reporting companies due to additional time needed for the Board of Directors (acting as the Audit Committee) of the Registrant to complete its review of the Quarterly Report with the Registrant’s independent registered accounting firm. This delay was also a result of the current public health crisis and related disruptions in working arrangements of parties necessary to the coordination of the process. As a result, the Registrant is still in the process of preparing disclosure and accumulating validating information needed to complete the Quarterly Report and requires additional time for its completion. The Registrant intends to file a complete Quarterly Report as soon as practicable within the extension period of five calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV - OTHER INFORMATION

Name and telephone number of person to contact in regard to this notification:

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

[X] Yes [  ] No

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[  ] Yes [X] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

RespireRx Pharmaceuticals Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.