RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Approval of Amendment of the Amended and Restated 2015
Stock and Stock Option Plan

By unanimous Written Consent dated January 17, 2017, the Board of
Directors of the RespireRx Pharmaceuticals Inc. (the Company)
approved the adoption of the Amendment (the Amendment) of the
Amended and Restated RespireRx Pharmaceuticals, Inc. 2015 Stock
and Stock Option Plan (the 2015 Plan). As a result of the
325-to-1 reverse stock split of the Companys issued and
outstanding common stock on September 1, 2016, the shares
issuable under the 2015 Plan had effectively been reduced from
500,000,000 to 1,538,461 by the terms of the 2015 Plan. The
Amendment increases the shares issuable under the plan by
1,500,000, from 1,538,461 to 3,038,641. 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 and the
Amendment. 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 Amendment
is attached as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

Award of Common Stock Options

By unanimous Written Consent dated January 17, 2017, the Board of
Directors of the Company awarded non-qualified options (i) to
purchase 75,000 shares of Common Stock of the Company to James S.
J. Manuso, (ii) to purchase 50,000 shares of Common Stock of the
Company to each of Arnold S. Lippa, Jeff E. Margolis and Robert
N. Weingarten, and (iii) to purchase 25,000 shares of Common
Stock of the Company to each of James Sapirstein and Kathryn
MacFarlane; and (iv) to purchase 40,000 shares to Richard D.
Purcell. The options were awarded as compensation for those
individuals through June 30, 2016. An additional 80,000 options
in the aggregate were awarded to certain of the Companys service
providers. The awarded options vest in three installments, 25% on
January 17, 2017 (the date of grant), 25% on March 31, 2017, and
50% on June 30, 2017, and expire on January 17, 2022. The
exercise price of the options of $3.90 per share is the closing
market price of shares of Common Stock of the Company as of the
date of issuance. The foregoing description of the options
awarded does not purport to be complete and is qualified in its
entirety by reference to the full text of the Form of
Non-Statutory Stock Option Award Agreement under the 2015 Plan, a
copy of which is attached as Exhibit 10.2 to the Companys Current
Report on Form 8-K filed July 8, 2015, and which is incorporated
herein by reference.

Item 8.01 Other Events

As previously reported in the Companys financial statements
included its filings with the U.S. Securities and Exchange
Commission,on February 5, 2016, the Company received a demand
from a law firm representing a professional services vendor of
the Company alleging that approximately $146,000 was due and
owing for unpaid services rendered. Subsequently, the law firm
representing the professional services vendor requested
arbitration of this matter, which occurred as scheduled on
December 15, 2016.

On January 18, 2017, the arbitrator awarded the vendor the full
amount sought in arbitration of $146,082, which the Company had
substantially accrued at September 30, 2016. On January 20, 2017,
the vendor filed a request with the arbitrator for an award of
attorneys’ fees and costs of $47,930, as to which the Company
has not yet responded.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

A list of exhibits that are 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.

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 00.00 at 3.85 with 348 shares trading hands.