RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement with EMA Financial, LLC
On March 31, 2021 (the “Effective Date”), RespireRx Pharmaceuticals Inc. (the “Company”) and EMA Financial, LLC (the “Lender”) entered into a Securities Purchase Agreement (the “SPA”) to which the Lender provided a sum of $100,000 (the “Consideration”) to the Company, in return for a convertible promissory note (the “Note”) with a face amount of $112,500 (which difference in value as compared to the Consideration is due to an original issue discount of $12,500), and a common stock purchase warrant (the “Warrant”) exercisable for five years at an exercise price of $0.02 per share on a cash or cashless basis, to purchase up to 2,400,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”). In addition, and to induce the Lender to enter into the SPA, the Company and the Lender entered into a Piggy-Back Registration Rights Agreement (the “Registration Rights Agreement”) under which the Company has agreed to provide certain piggy-back registration rights under the Securities Act of 1933, as amended (the “1933 Act”) with respect to the Common Stock issuable to the SPA. The net proceeds of the Consideration, which were received by the Company on April 1, 2021, were used for general corporate purposes, and equaled $96,750 after payment of $2,750 in Lender’s legal fees and the withholding by Lender of $500 in diligence fees.
The Note obligates the Company to pay by March 31, 2022 (the “Maturity Date”) a principal amount of $112,500 together with interest at a rate equal to 10% per annum, and the first twelve months of interest, equal to $11,250, is guaranteed and earned in full as of the Effective Date. Any amount of principal or interest that is not paid by the Maturity Date would bear interest at the rate of 24% from the Maturity Date to the date it is paid.
The Lender has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the Note into shares of Common Stock, provided that the conversion would not result in the Lender beneficially owning more than 4.99% of the Company’s then outstanding Common Stock. The Lender may convert at a per share conversion price equal to $0.02, subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, extraordinary distributions and similar events. Upon any conversion, all rights with respect to the portion of the Note being so converted will terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided for in the Note.
The Company may, in the absence of an Event of Default (as defined in the Note), and with prior written notice to the Lender, prepay the outstanding principal amount under the Note during the initial 180 day period after the Effective Date by making a payment to the Lender of an amount in cash equal to 115% of the outstanding principal, interest, default interest and other amounts owed. Under certain circumstances, including the occurrence of an Event of Default, a sale, merger or other business combination where the Company is not the survivor, or the conveyance or disposition of all or substantially all of the assets of the Company, the Company may be required to prepay in cash an amount equal to 125% of the outstanding principal, interest, default interest and other amounts owed. The Company’s wholly owned subsidiary, Pier Pharmaceuticals, Inc., provided an unlimited guarantee of the Company’s obligations under the Note.
The Note requires that the Company reserve the greater of (i) 26,602,500 shares of Common Stock or (ii) three times the number of shares into which the Note may convert. The Warrant similarly requires that the Company reserve three times the number of shares into which the Warrant is at any time exercisable.
The SPA includes, among other things: (1) the grant of an option to the Lender to incorporate into the Note any terms applicable to a subsequent issuance of a convertible note or security by the Company that are more beneficial to an investor than the terms of the SPA and Note are to the Lender; and (2) certain registration rights by reference to the Registration Rights Agreement, and the right to have any shares of Common Stock issued in connection with the conversion of the Note or exercise of the Warrant included in any Regulation A offering statement that the Company files with the Securities and Exchange Commission.
The Note, the Warrant, and the shares of Common Stock issuable upon conversion or exercise thereof, as applicable, were offered and sold to the Lender in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D promulgated thereunder. to these exemptions, the Lender represented to the Company under the SPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the 1933 Act.
The descriptions of the SPA, the Registration Rights Agreement, the Note, and the Warrant do not purport to be complete and are qualified in their entirety by reference to the SPA, the Registration Rights Agreement, the Note, and the Warrant, which are included as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Extension of Royalty Obligation under the 2014 License Agreement with the Board of Trustees of the University of Illinois Chicago
The Company is party to the Exclusive License Agreement, dated as of June 27, 2014, with the Board of Trustees of the University of Illinois (the “University”), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2014 (the “License Agreement”).
On March 30, 2021, in response to the Company’s request for a deadline extension with respect to its annual royalty obligation payment under the License Agreement, the University notified the Company that it was extending the deadline for the Company to make its annual royalty obligation payment of $100,000, subject to a $25 credit, to April 19, 2021. The obligation was paid in full on April 1, 2021.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Securities Purchase Agreement, dated March 31, 2021, between RespireRx Pharmaceuticals Inc. and EMA Financial, LLC. |
| 99.2 | Piggy-Back Registration Rights Agreement, dated March 31, 2021, between RespireRx Pharmaceuticals Inc. and EMA Financial, LLC. |
| 99.3 | 10% Convertible Note, dated March 31, 2021. |
| 99.4 | Common Stock Purchase Warrant, dated March 31, 2021. |
RespireRx Pharmaceuticals Inc. Exhibit
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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.