RESPIRERX PHARMACEUTICALS INC. (OTCMKTS:RSPI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On April 5, 2018, The Board of Directors of RespireRx Pharmaceuticals Inc. (the “Company”) approved borrowings of $50,000 from each of the Company’s President and Chief Executive Officer, James S. Manuso, Ph.D., who is a director and significant shareholder of the Company, and the Company’s Executive Chairman and Chief Scientific Officer, Arnold S. Lippa, Ph.D., who is also a director and significant shareholder of the Company, and the issuance to each of them of demand promissory notes in the principal amount of $50,000 (each a “Note” and together, the “Notes”). Each of Dr. Lippa and Dr. Manuso loaned the Company $50,000 in return for a Note on April 9, 2018. The proceeds of the loans will be used for general corporate purposes.
Each Note will be payable on demand and bear interest at a rate equal to 10% per annum, with any accrued but unpaid interest added to principal at the end of each year that the balance is outstanding.
Each Note is subject to a mandatory exchange provision that provides that the principal amount of the Note will be mandatorily exchanged into a board approved offering of the Company’s securities, if such offering holds its first closing on or before June 30, 2018 and the amount of proceeds from such first closing is at least $150,000, not including the principal amounts of the Notes that would be exchanged, or $250,000 including the principal amounts of such Notes. Upon such exchange, the Notes would be deemed repaid and terminated. Any accrued but unpaid interest outstanding at the time of such exchange will be (i) repaid to the Note holder or (ii) invested in the offering, at the Note holder’s election.
This description of the Notes does not purport to be complete and is qualified in its entirety by reference to each Note, a form of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Award of Common Stock Options
On April 5, 2018, the Board of Directors of the Company (the “Board”) acting at a meeting of the Board awarded non-qualified options to purchase 185,338 shares of Common Stock of the Company to Robert N. Weingarten, a former director and Chief Financial Officer of the Company who resigned in February 2017. Concurrently with this award, Mr. Weingarten, forgave the remaining amount due to him of accrued compensation, with the same value as the black-scholes value of the options awarded, $200,350. On December 9, 2017, Mr. Weingarten was previously granted options to purchase 138,842 shares of common stock, as previously reported by the Company on a Current Report on Form 8-K. An additional 125,000 options were awarded to one of the Company’s service providers. Concurrently with these awards, the service provider forgave amounts owed by the Company, with the same value as the black-scholes value of the options awarded. The awarded options vested upon issuance and expire on April 5, 2028. The exercise price of the options of $1.12 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 Company’s Current Report on Form 8-K filed July 8, 2015, and which is incorporated herein by reference, as supplemented by the Addendum attached as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed December 14, 2017, which is also incorporated herein by reference.
EXHIBIT INDEX
* filed herewith.
RespireRx Pharmaceuticals Inc. ExhibitEX-99.1 2 ex99-1.htm Exhibit 99.1 FORM OF DEMAND PROMISSORY NOTE $__________ ,…To view the full exhibit click here
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.