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

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 November 24, 2020, RespireRx Pharmaceuticals Inc. (the “Company”) and Primary Capital LLC (“Primary Capital”) entered into a Financing and Additional Services Agreement (the “Services Agreement”) under which Primary Capital agreed to render investment banking services to the Company beginning on November 24, 2020 for a period of one year (the “Engagement Period”).

Under the terms of the Services Agreement, Primary Capital will act as a placement agent in connection with a proposed up to $10 million best-efforts offering (the “Reg A Offering”) under Regulation A promulgated under the Securities Act of 1933, as amended.

The services to be provided by Primary Capital under the Services Agreement will include, but are not limited to, reviewing the offering materials and identifying and contacting potential investors.

In consideration for the services provided by Primary Capital under the Services Agreement, the Company will pay (i) a non-refundable due diligence fee, (ii) a placement fee equal to a percentage of the gross proceeds from the Reg A Offering from investors originated by Primary Capital, along with a three-year warrant to purchase a percentage of that number of shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), as are sold to any such investor, (iii) a placement fee equal to a lesser percentage of the gross proceeds from the Reg A Offering from investors referred by the Company to Primary Capital, along with a three-year warrant to purchase a percentage of that number of shares of Common Stock as are sold to any such investor, and (iv) up to a threshold amount to reimburse Primary Capital for its reasonable legal expenses incurred in the performance of its duties under the Services Agreement. In certain circumstances, the Company will also be required to pay the compensation described in (ii) above to Primary Capital if, during the 12-month period following the expiration of the Engagement Period, the Company consummates a transaction with an investor introduced to the Company by Primary Capital. The Company also agreed not to solicit, negotiate with or enter into any agreement with any other person or entity performing similar services as Primary Capital in connection with the Reg A Offering during the Engagement Period. The Company is also subject to standard indemnification and contribution obligations in favor of Primary Capital.


About RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI)

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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.

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