RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2016, RespireRx Pharmaceuticals Inc. (the
Company) entered into Common Stock and Warrant Purchase
Agreements (each a Purchase Agreement) with certain accredited
investors (each, a Purchaser), to which, in a closing on December
29, 2016, the Company sold units for aggregate cash consideration
of $125,000, with each unit consisting of (i) one share of the
Companys Common Stock, par value $0.001 per share (Common Stock),
and (ii) one Warrant to purchase an additional share of Common
Stock (each a Warrant and collectively, the Warrants). On
December 30, 2016, the Company sold additional units to
additional Purchasers for aggregate cash consideration of $60,000
in a second and final closing, bringing the total aggregate
consideration paid in the private placement (Private Placement)
to $185,000 through December 31, 2016. On December 31, 2016, the
Private Placement terminated to its terms. The price per unit in
the initial closing of the Private Placement was $1.42 (the Per
Unit Price). The Warrants are exercisable until 5:00 p.m. on
December 31, 2021 and may be exercised at the 110% of the Per
Unit Price, or $1.562 per share of Common Stock. The Warrants
have a cashless exercise provision and certain blocker provisions
limiting the percentage of shares of Common Stock of the Company
that the purchaser can hold upon exercise. The Warrants are also
subject to a call by the Company at $0.001 per share upon ten
(10) days written notice if the Companys Common Stock closes at
200% or more of the Unit Purchase Price for any five (5)
consecutive trading days. The Purchasers were non-affiliated
investors. In total, 130,284 shares of Common Stock were
purchased in the Private Placement, together with warrants to
purchase an additional 130,284 shares of Common Stock.

In addition, as set forth in the Supplements to the Purchase
Agreement, each Purchaser has the option, but not the obligation,
to exchange the entire amount invested in the Private Placement
(but not less than the entire amount), in such Purchasers sole
discretion, into any subsequent offering of the Company (each a
Subsequent Offering) until the earlier of (i) the completion of
Subsequent Offerings by the Company aggregating at least $15
million of gross proceeds to the Company, or (ii) December 31,
2017. If exchanged, the amount to be invested in a Subsequent
Offering will be 1.2 times the amount of the initial investment
in the Private Placement, or 1.4 times the amount of the initial
investment if the Company has entered into financing transactions
to Sections 3(a)(9) or 3(a)(10) of the Securities Act of 1933, as
amended, or other financing arrangements that have full-ratchet
anti-dilution provisions (i) without a floor, or (ii) with an
indeterminate and potentially infinite number of shares issuable
to such provisions. If neither termination condition has been
reached, and the Company has more than one Subsequent Offering,
the Purchaser may elect to exchange into any Subsequent Offering,
regardless of whether such Purchaser has already exchanged into a
Subsequent Offering; provided, however, that the amount invested
in such Subsequent Offering shall only and always be 1.2 (or 1.4,
as applicable) times the amount of the initial investment.

In the case of an Acquisition (as defined in the Purchase
Agreement) in which the Company is not the surviving entity, the
holder of each Warrant would receive from any surviving entity or
successor to the Company, in exchange for such Warrant, a new
warrant from the surviving entity or successor to the Company,
substantially in the form of the existing Warrant and with an
exercise price adjusted to reflect the nearest equivalent
exercise price of common stock (or other applicable equity
interest) of the surviving entity that would reflect the economic
value of the Warrant, but in the surviving entity.

Unlimited piggy-back registration rights have been granted with
respect to the Common Stock, and the Common Stock underlying the
Warrants, unless such Common Stock is eligible to be sold without
volume limits under an exemption from registration under any rule
or regulation of the SEC that permits the holder to sell
securities of the Company to the public without registration.

The Company is obligated to pay placement agent fees, brokerage
commissions, finders fees or similar payments totaling up to
$13,875 to an unaffiliated qualified referral source as well as
warrants up to 7.5% of number of Units sold in the Private
Placement.

The shares of Common Stock and Warrants were offered and sold
without registration under the Securities Act of 1933, as amended
(the Securities Act) in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act as provided in Rule 506(b)
of Regulation D promulgated thereunder. None of the shares of
Common Stock issued as part of the units, the Warrants, the
Common Stock issuable upon exercise of the Warrants or any
warrants issued to a qualified referral source. have been
registered under the Securities Act or any other applicable
securities laws, and unless so registered, may not be offered or
sold in the United States except to an exemption from the
registration requirements of the Securities Act.

This description of the Purchase Agreement, including the form of
Warrant, does not purport to be complete and is qualified in its
entirety by reference to the form of Purchase Agreement
(including (i) the Form of Warrant attached as Exhibit A thereto,
and (ii) the Supplements thereto), which is included as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

Item 3.02 Unregistered Sales of Equity
Securities.

The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 3.02. Each Purchaser
of shares of Common Stock and Warrants sold in the Private
Placement made representations to the Company that such Purchaser
met the accredited investor definition of Rule 501 of the
Securities Act, and the Company relied on such representations.
The offer and sale of the shares of Common Stock and Warrants in
the Private Placement were made in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act as
provided in Rule 506(b) of Regulation D promulgated thereunder.
The offering of the shares of Common Stock and Warrants in the
Private Placement was not conducted in connection with a public
offering, and no public solicitation or advertisement was made or
relied upon by any investor in connection with the offering. This
Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall
such securities be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

A list of exhibits required to be filed as part of this report is
set forth in the Exhibit Index, which is presented elsewhere in
this document, and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking
Statements

This report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and the
Company intends that such forward-looking statements be subject
to the safe harbor created thereby. In some cases,
forward-looking statements may be identified by words including
anticipates, believes, intends, estimates, expects, plans, and
similar expressions include, but are not limited to, statements
regarding (i) future research plans, expenditures and results,
(ii) potential collaborative arrangements, (iii) the potential
utility of the Companys proposed products, and (iv) the need for,
and availability of, additional financing.

The forward-looking statements included herein are based on
current expectations that involve a number of risks and
uncertainties. These forward-looking statements are based on
assumptions regarding the Companys business and technology, which
involve judgments with respect to, among other things, future
scientific, economic and competitive conditions, and future
business decisions, all of which are difficult or impossible to
predict accurately and many of which are beyond the Companys
control. Although the Company believes that the assumptions
underlying the forward-looking statements are reasonable, actual
results may differ materially from those set forth in the
forward-looking statements. In light of the significant
uncertainties inherent in the forward-looking information
included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person
that the Companys objectives or plans will be achieved.

Factors that could cause or contribute to such differences
include, but are not limited to, regulatory policies or changes
thereto, available cash, research and development results,
competition from other similar businesses, and market and general
economic factors. This discussion should be read in conjunction
with the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, including the section entitled Item 1A.
Risk Factors. The Company does not intend to update or revise any
forward-looking statements to reflect new information, future
events or otherwise.

About RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI)

RespireRx Pharmaceuticals Inc., formerly Cortex Pharmaceuticals, Inc., is engaged in the discovery, development and commercialization of pharmaceuticals for the treatment of neurological and psychiatric disorders. The Company is focused on the clinical development in the areas of respiratory disorders, including respiratory depression and sleep apnea. It is engaged in research and clinical development of a class of compounds referred to as ampakines, which act to enhance the actions of the excitatory neurotransmitter glutamate at a-amino-3-hydroxy-5-methyl-4-isoxazolepropionic acid (AMPA) glutamate receptors. Its ampakines, including CX717, CX1739 and CX1942, were efficacious in treating drug induced respiratory depression caused by opioids or certain anesthetics without offsetting the analgesic effects of the opioids or the anesthetic effects of the anesthetics. Its dronabinol is indicated for the treatment of sleep-related breathing disorders, including sleep apnea.

RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI) Recent Trading Information

RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI) closed its last trading session up +0.35 at 3.25 with 2,250 shares trading hands.