Filed
pursuant to Rule 253(g)(2)
File
No. 024-11602
Supplement No. 4 DATED JANUARY 10, 2022
(to
the Offering Circular dated December 13, 2021)
RespireRx
Pharmaceuticals Inc.
126
Valley Road, Suite C
Glen
Rock, New Jersey 07452
(201)
444-4947
This
Offering Circular Supplement No. 4 (“Supplement No. 4”) supplements
and amends the offering circular of RespireRx Pharmaceuticals, Inc.
(the “Company”) dated December 13, 2021 as previously supplemented
by Offering Circular Supplement No. 1 on December 14, 2021 and by
Offering Circular Supplement No. 2 on December 14, 2021 add by
Offering Circular Supplement No. 3 on January 3, 2022 (the
“Offering Circular”), relating to Company’s Tier 2 offering under
Regulation A of Section 3(6) of the Securities Act of 1933, as
amended, of up to 375,000,000 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), at an offering
price of $0.02 per share, for a maximum offering amount of
$7,500,000 (the “Offering”). This Supplement No. 4 should be read
in conjunction with the Offering Circular and is qualified by
reference to the Offering Circular except to the extent that the
information in this Supplement No. 4 supersedes the information
contained in the Offering Circular.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 4, 2022, Mr. Timothy Jones, the President and Chief
Executive Officer and member of the Board of Directors (“BOD”) of
RespireRx Pharmaceuticals, Inc. (the “Company”) notified the
Company of his intent to resign which he and the Company
subsequently agreed would target January 31, 2022 and would include
his resignation as a member of the BOD.
The
BOD intends to appoint Arnold S. Lippa as the Interim President and
Interim Chief Executive effective upon Mr. Jones’ departure. The
terms of Mr. Jones’ employment agreement, as amended, remain in
effect.
The
Company has had non-contentious preliminary discussions with Mr.
Jones regarding the timing, transfer of responsibilities, process,
expectations during the transition period through his departure
date, as well as related financial matters. The discussions were
preliminary and do not represent final terms, conditions or
processes at this time. If the Company enters into any subsequent
agreement with Mr. Jones regarding the circumstances of his
resignation or departure, the Company will file a subsequent report
on Form 8-K.
Mr.
Jones indicated in those preliminary discussions that he is
resigning to pursue a consulting practice.
This
Supplement No. 4 attaches the Current Report on Form 8-K that the
Company filed with the U.S. Securities and Exchange Commission on
January 10, 2022.
Investing
in our securities involves a high degree of risk. You should review
carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page 10 of the Offering Circular, and
under similar headings in any amendments or supplements to the
Offering Circular.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of the Offering Circular or
this Supplement No. 1. Any representation to the contrary is a
criminal offense.
The
date of this Supplement No. 4 is January 10, 2022
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): January 4,
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 4, 2022, Mr. Timothy Jones, the President and Chief
Executive Officer and member of the Board of Directors (“BOD”) of
RespireRx Pharmaceuticals, Inc. (the “Company”) notified the
Company of his intent to resign which he and the Company
subsequently agreed would target January 31, 2022 and would include
his resignation as a member of the BOD.
The BOD intends to appoint Arnold S. Lippa as the Interim President
and Interim Chief Executive effective upon Mr. Jones’ departure.
The terms of Mr. Jones’ employment agreement, as amended, remain in
effect.
The Company has had non-contentious preliminary discussions with
Mr. Jones regarding the timing, transfer of responsibilities,
process, expectations during the transition period through his
departure date, as well as related financial matters. The
discussions were preliminary and do not represent final terms,
conditions or processes at this time. If the Company enters into
any subsequent agreement with Mr. Jones regarding the circumstances
of his resignation or departure, the Company will file a subsequent
report on Form 8-K.
Mr. Jones indicated in those preliminary discussions that he is
resigning to pursue a consulting practice.
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:
January 10, 2022 |
RESPIRERX
PHARMACEUTICALS INC.
(Registrant) |
| |
|
|
| |
By: |
/s/
Jeff Eliot Margols |
| |
|
Jeff Eliot Margolis |
| |
|
Senior
Vice President, Chief Financial Officer, Secretary and
Treasurer |
RespireRx Pharmaceuticals (QB) (USOTC:RSPI)
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