RSPI / RespireRx Pharmaceuticals Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

RespireRx Pharmaceuticals Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 849636
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RespireRx Pharmaceuticals Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 RESPIRERX PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

February 10, 2025 EX-99.1

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452

Exhibit 99.1 RespireRx Pharmaceuticals Inc. CFO and CEO Issue Letter to Stockholders, Stakeholders, Strategic and Potential Strategic Partners and Other Interested Parties Glen Rock, N.J., February 10, 2025 /Globe Newswire – RespireRx Pharmaceuticals Inc. (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused b

September 6, 2024 EX-3.2

Respirerx PHARMACEUTICALS INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS SERIES J 8% VOTING, PARTICIPATING, REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.2 Respirerx PHARMACEUTICALS INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES J 8% VOTING, PARTICIPATING, REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW This Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of Series J 8% Voting, Participating Redeemable Prefe

September 6, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commi

September 6, 2024 EX-3.1

Respirerx PHARMACEUTICALS INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS SERIES I 8% REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.1 Respirerx PHARMACEUTICALS INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES I 8% REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW This Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of Series I 8% Redeemable Preferred Stock (the “Series I Certificate of Desi

August 2, 2024 EX-10.2

ALIEN TECHNOLOGY TRANSFER NIH SERVICE AGREEMENT

Exhibit 10.2 ALIEN TECHNOLOGY TRANSFER NIH SERVICE AGREEMENT (2) Contents 1. PROVIDER OBLIGATIONS 2 2. FEES 4 3. LIABILITY 5 4. CONFIDENTIALITY 5 5. TERMINATION 6 6. NON-SOLICITATION 7 7. NOTICES 7 8. GOVERNING LAW AND JURISDICTION 7 9. INTERPRETATION 9 1 This Service Agreement (the “Agreement”) is made in Austin, Texas, on 29th July 2024 between: 1. Alien Technology Transfer USA Inc.3 A company i

August 2, 2024 EX-10.1

ALIEN TECHNOLOGY TRANSFER NIH SERVICE AGREEMENT

Exhibit 10.1 ALIEN TECHNOLOGY TRANSFER NIH SERVICE AGREEMENT (1) Contents 1. PROVIDER OBLIGATIONS 3 2. FEES 5 3. APPLICATION SUBMISSIONS 6 4. CLIENT OBLIGATIONS 6 5. REPRESENTATIONS AND WARRANTIES 8 6. LIABILITY 8 7. CONFIDENTIALITY 8 8. TERMINATION 9 9. NON-SOLICITATION 11 10. NOTICES 12 11. GOVERNING LAW AND JURISDICTION 12 12. INTERPRETATION 13 2 This Service Agreement (the “Agreement”) is made

August 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 RESPIRERX PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

July 8, 2024 EX-10.2

NIH SERVICE AGREEMENT

Exhibit 10.2 NIH SERVICE AGREEMENT (2) Contents 1. PROVIDER OBLIGATIONS 3 2. FEES 6 3. LIABILITY 6 4. CONFIDENTIALITY 7 5. TERMINATION 8 6. NON-SOLICITATION 8 7. NOTICES 9 8. GOVERNING LAW AND JURISDICTION 9 9. INTERPRETATION 10 2 July 2 , 2024 This Service Agreement (the “Agreement”) is made in Austin, Texas, on between: 1. Alien Technology Transfer USA Inc.4 A company incorporated in United Stat

July 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 RESPIRERX PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissi

July 8, 2024 EX-10.1

ALIEN TECHNOLOGY TRANSFER NIH SERVICE AGREEMENT

Exhibit 10.1 ALIEN TECHNOLOGY TRANSFER NIH SERVICE AGREEMENT (1) Contents 1. PROVIDER OBLIGATIONS 3 2. FEES 6 3. APPLICATION SUBMISSIONS 7 4. CLIENT OBLIGATIONS 7 5. REPRESENTATIONS AND WARRANTIES 8 6. LIABILITY 9 7. CONFIDENTIALITY 9 8. TERMINATION 10 9. NON-SOLICITATION 12 10. NOTICES 12 11. GOVERNING LAW AND JURISDICTION 12 12. INTERPRETATION 13 2 This Service Agreement (the “Agreement”) is mad

May 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 RESPIRERX PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissi

May 29, 2024 EX-99.1

RespireRx Pharmaceuticals Inc. Announces a Department of Defense Award to Fund a Phase 2 Clinical Study to Determine the Safety and Efficacy of CX1739, its Lead AMPAkine, to Improve Bladder Function in Patients with Spinal Cord Injury

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces a Department of Defense Award to Fund a Phase 2 Clinical Study to Determine the Safety and Efficacy of CX1739, its Lead AMPAkine, to Improve Bladder Function in Patients with Spinal Cord Injury Glen Rock, N.J., May 29, 2024 /Globe Newswire - RespireRx Pharmaceuticals Inc. (OTC Pink Markets: RSPI) (RespireRx or the Company), focused on the disco

April 16, 2024 EX-10.3

WARRANT TO PURCHASE COMMON STOCK Respirerx pharmaceuticals inc.

Exhibit 10.3 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURI

April 16, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

April 16, 2024 EX-10.2

DEMAND PROMISSORY NOTE

Exhibit 10.2 DEMAND PROMISSORY NOTE $100,000.00 April 10, 2024 FOR VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), with a mailing address at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452, hereby promises to pay on demand and to the order of Dariusz Nasiek and Sara Nasiek, JTTEN (the “Lender”), with an address of [***], or at such other place as the

April 16, 2024 EX-10.1

DEMAND PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.1 DEMAND PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT This Demand Promissory Note and Warrant Purchase Agreement, dated as of April 10, 2024 (“Agreement”), is entered into by and among RespireRx Pharmaceuticals Inc. (the “Company”), a corporation incorporated in the state of Delaware, and the undersigned person or entity listed on the schedule attached hereto as Schedule I (the “Inves

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 202

February 2, 2024 EX-10.2

DEBT SETTLEMENT AGREEMENT

Exhibit 10.2 DEBT SETTLEMENT AGREEMENT This DEBT SETTLEMENT AGREEMENT (the “Agreement”), is made this 30th day of January 2024, by and between RespireRx Pharmaceuticals Inc (“Borrower”), and [xxx] (“Holder”): WHEREAS, the Borrower issued a Promissory Note to James S. Manuso on or about September 22, 2016 in the principal amount of $25,000 (the “Note”), as evidenced by the Promissory Note attached

February 2, 2024 EX-10.6

RESPIRERX PHARMACEUTICALS INC AMENDED AND RESTATED CONVERTIBLE NOTE DUE JANUARY 30, 2025

Exhibit 10.6 THIS NOTE AND THE CONVERSION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE CONVERSION SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE CONVERSION SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR

February 2, 2024 EX-10.4

RESPIRERX PHARMACEUTICALS INC AMENDED AND RESTATED CONVERTIBLE NOTE DUE JANUARY 30, 2025

Exhibit 10.4 THIS NOTE AND THE CONVERSION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE CONVERSION SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE CONVERSION SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR

February 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 RESPIRERX PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

February 2, 2024 EX-10.5

RESPIRERX PHARMACEUTICALS INC AMENDED AND RESTATED CONVERTIBLE NOTE DUE JANUARY 30, 2025

Exhibit 10.5 THIS NOTE AND THE CONVERSION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE CONVERSION SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE CONVERSION SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR

February 2, 2024 EX-10.1

DEBT SETTLEMENT AGREEMENT

Exhibit 10.1 DEBT SETTLEMENT AGREEMENT This DEBT SETTLEMENT AGREEMENT (the “Agreement”), is made this 30th day of January 2024, by and between RespireRx Pharmaceuticals Inc (“Borrower”), and [xxx] (“Holder”): WHEREAS, the Borrower issued a Promissory Note to James S. Manuso on or about February 2, 2016 in the principal amount of $52,600 (the “Note”), as evidenced by the Promissory Note attached he

February 2, 2024 EX-10.3

DEBT SETTLEMENT AGREEMENT

Exhibit 10.3 DEBT SETTLEMENT AGREEMENT This DEBT SETTLEMENT AGREEMENT (the “Agreement”), is made this 30th day of January 2024, by and between RespireRx Pharmaceuticals Inc (“Borrower”), and [xxx] (“Holder”): WHEREAS, the Borrower issued a Promissory Note to James S. Manuso on or about April 10, 2018 in the principal amount of $50,000 (the “Note”), as evidenced by the Promissory Note attached here

January 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 RESPIRERX PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

January 22, 2024 EX-99.1

RespireRx Pharmaceuticals Inc. Announces the Appointment of Dr. Dariusz Naziek to Its Board of Directors

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces the Appointment of Dr. Dariusz Naziek to Its Board of Directors Glen Rock, N.J., January 22, 2024 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTC Pink Market:RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused by disruption of neuronal signali

December 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 RESPIRERX PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

December 11, 2023 EX-10.1

Confidentiality and Nondisclosure Agreement

Exhibit 10.1 December 6, 2023 Will Clodfelter, Managing Director Ponto Ventures LLC [xxx] [xxx] [xxx] Dear Mr. Clodfelter: RespireRx Pharmaceuticals Inc. (the “Company”) is pleased to retain the services of Ponto Ventures LLC (“Ponto”), pursuant to which Ponto will provide the services of you, Will Clodfelter (“Clodfelter” or “Consultant”), as a consultant to the Company on the terms described in

December 11, 2023 EX-10.2

Seven Life Sciences Client Contract

Exhibit 10.2 Seven Life Sciences Client Contract Once you agree the contract, please either sign in the relevant section and scan back to us via email or fax to 0203 88 77 374. You can also sign electronically and return via email if you have the facility and we will accept your email as agreement. Company name: RespireRx Pharmaceuticals Inc. and, subject to services of Contractor being rendered d

December 11, 2023 EX-99.1

RespireRx Pharmaceuticals Inc. Announces Agreement with Ponto Ventures to Drive Business Development with Will Clodfelter as RespireRx Part-Time Senior VP of Business Development

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces Agreement with Ponto Ventures to Drive Business Development with Will Clodfelter as RespireRx Part-Time Senior VP of Business Development Glen Rock, N.J., December 11, 2023 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTC Pink Market:RSPI) (“RespireRx” or the “Company”), a biopharmaceutical company focused on the discovery and development

November 17, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registran

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

October 12, 2023 EX-99.1

RespireRx Pharmaceuticals Inc.’s Subsidiary ResolutionRx Ltd Enters into Master Services Agreement for Dronabinol Manufacturing and Related Services

Exhibit 99.1 RespireRx Pharmaceuticals Inc.’s Subsidiary ResolutionRx Ltd Enters into Master Services Agreement for Dronabinol Manufacturing and Related Services Glen Rock, N.J., October 12, 2023/Globe Newswire – RespireRx Pharmaceuticals Inc. (OTC Pink Market: RSPI) (“RespireRx” or the “Company”), focused on the discovery and development of innovative and revolutionary treatments to combat diseas

October 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 RESPIRERX PHARMAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commi

October 2, 2023 EX-99.1

SETTLEMENT AND EXCHANGE AGREEMENT

Exhibit 99.1 SETTLEMENT AND EXCHANGE AGREEMENT AGREEMENT made this 26th day of September 2023 by and between DNA Healthlink, Inc. (“DNA Healthlink”) and RespireRx Pharmaceuticals Inc. (RespireRx”). DNA Healthlink and RespireRx are referred to herein individually as “Party” and together as “Parties.” WHEREAS, the Parties entered into a Settlement Agreement dated the 14th day of September 2021 (“Pri

October 2, 2023 EX-99.2

SECOND AMENDMENT TO CONSULTING AGREEMENT

Exhibit 99.2 SECOND AMENDMENT TO CONSULTING AGREEMENT This SECOND AMENDMENT TO CONSULTING AGREEMENT (“Second Amendment”) is made and entered into on 26 September 2023, by and among RespireRx Pharmaceuticals Inc. (the ‘COMPANY’), a New Jersey corporation and DNA Healthlink, Inc., a New Jersey Corporation together with its President, Richard Purcell (the ‘CONSULTANT’), who will serve as Senior Vice

October 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 RESPIRERX PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Co

August 21, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transitio

August 9, 2023 EX-10.4

Master Intercompany Services Agreement between RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd dated August 3, 2023

Exhibit 10.4 MASTER INTERCOMPANY SERVICES AGREEMENT This Master Intercompany Services Agreement (“Agreement”) is entered into as of August 3, 2023, by and between RespireRX Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (“Provider”), and ResolutionRx Ltd., an Australian company (“Recipient”). Provider and Recipient may each individually be refer

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 RESPIRERX PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

August 9, 2023 EX-99.1

RespireRx Pharmaceuticals, Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452

Exhibit 99.1 RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd Enter into Bilateral Agreements to Establish ResolutionRx Ltd as an Operating Company Glen Rock, N.J., August 9, 2023/Globe Newswire – RespireRx Pharmaceuticals Inc. (OTC. Pink Market: RSPI) (“RespireRx”), focused on the discovery and development of innovative and revolutionary treatments to combat diseases caused by disruption of ne

August 9, 2023 EX-10.2

Sublicense Agreement between RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd dated August 3, 2023

Exhibit 10.2 SUBLICENSE AGREEMENT This Sublicense Agreement (this “Sublicense Agreement”) is made and entered into as of August 3, 2023 (the “Effective Date”), by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (“RespireRx” or the “Sublicensor”), on the one hand, and ResolutionRx Ltd., a company organized under the laws of Australia (the “Sublicensee”), on the other hand. For co

August 9, 2023 EX-10.3

Stock Transfer Agreement between RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd dated August 3, 2023

Exhibit 10.3 STOCK TRANSFER AGREEMENT This share transfer Agreement (the “Agreement”) sets out the terms and conditions upon which ResolutionRx Ltd (the “Transferor”), being a Company duly organized under the laws of Australia with Australian Business Number (ABN) 17 664 925 651 and having its registered address at GP Box 939, Adelaide, SA 5001, will transfer certain shares held by Transferor to R

August 9, 2023 EX-10.1

License Agreement between RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd dated August 3, 2023

Exhibit 10.1 LICENSE AGREEMENT This License Agreement (this “License Agreement”) is made and entered into as of August 3, 2023 (the “Effective Date”), by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Licensor”), on the one hand, and ResolutionRx Ltd, a company organized under the laws of Australia (the “Licensee”), on the other hand. For convenience, Licensor and License

June 13, 2023 EX-99.1

TEMPLATE OF FORM OF PHANTOM STOCK AWARD AGREEMENT Cortex Pharmaceuticals, Inc. 2014 Equity, Equity-Linked and Equity Derivative Plan (Cortex Pharmaceuticals, Inc. is now known as RespireRx Pharmaceuticals Inc. after a name change) PHANTOM STOCK AWARD

Exhibit 99.1 TEMPLATE OF FORM OF PHANTOM STOCK AWARD AGREEMENT Cortex Pharmaceuticals, Inc. 2014 Equity, Equity-Linked and Equity Derivative Plan (Cortex Pharmaceuticals, Inc. is now known as RespireRx Pharmaceuticals Inc. after a name change) PHANTOM STOCK AWARD AGREEMENT This Phantom Stock Award Agreement (this “Agreement”) is made by and between RespireRx Pharmaceuticals Inc. (the “Company”), a

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 RESPIRERX PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissi

May 24, 2023 EX-10.1

Letter Agreement between Viridian Capital Advisors and RespireRx Pharmaceuticals Inc. dated May 11, 2023

Exhibit 10.1 STRICTLY CONFIDENTIAL May 11, 2023 Mr. Jeff Eliot Margolis Senior Vice President, Chief Financial Officer, Treasurer, Secretary RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, NJ 07452 Dear Jeff- This agreement (“Agreement”) supercedes all prior agreements and understandings between the parties. We are pleased to provide RespireRx Pharmaceuticals (“RespireRx” or the

May 24, 2023 EX-10.6

RespireRx-Marc M. Radin PC Demand Promissory Note dated May 22, 2023

Exhibit 10.6 DEMAND PROMISSORY NOTE $25,000.00 May 22, 2023 FOR VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), with a mailing address at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452, hereby promises to pay on demand and to the order of the Marc M. Radin (the “Lender”), with an address of c/o Marc M. Radin PC, 126 Valley Road, Suite C, Glen Rock, N

May 24, 2023 EX-10.7

RespireRx-Marc M. Radin PC Warrant dated May 22, 2023

Exhibit 10.7 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURI

May 24, 2023 EX-10.4

RespireRx-Arnold Lippa Family Trust of 2007 Warrant dated May 22, 2023

Exhibit 10.4 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURI

May 24, 2023 EX-10.5

RespireRx Demand Promissory Note and Warrant Purchase Agreement Marc M. Radin PC dated May 22, 2023

Exhibit 10.5 DEMAND PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT This Demand Promissory Note and Warrant Purchase Agreement, dated as of May 22, 2023 (“Agreement”), is entered into by and among RespireRx Pharmaceuticals Inc. (the “Company”), a corporation incorporated in the state of Delaware, and the undersigned person or entity listed on the schedule attached hereto as Schedule I (the “Investo

May 24, 2023 EX-99.1

RespireRx Pharmaceuticals, Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452

Exhibit 99.1 ResolutionRx Ltd, a Subsidiary of RespireRx Pharmaceuticals Inc., Enters into Letter of Intent with Cantheon Capital for the Financing of Anticipated Research and Development Costs Glen Rock, N.J., May 24, 2023/Globe Newswire – RespireRx Pharmaceuticals Inc. (OTC Pink Market: RSPI) (“RespireRx”) and ResolutionRx Ltd (“ResolutionRx”), collectively “RespireRx” and its subsidiaries and b

May 24, 2023 EX-99.3

ResolutionRx -Primary Markets Capital Raising Mandate dated 22 May 2023

Exhibit 99.3

May 24, 2023 EX-10.2

RespireRx Demand Promissory Note and Warrant Purchase Agreement Arnold Lippa Family Trust of 2007 dated May 22, 2023

Exhibit 10.2 DEMAND PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT This Demand Promissory Note and Warrant Purchase Agreement, dated as of May 22, 2023 (“Agreement”), is entered into by and among RespireRx Pharmaceuticals Inc. (the “Company”), a corporation incorporated in the state of Delaware, and the undersigned person or entity listed on the schedule attached hereto as Schedule I (the “Investo

May 24, 2023 EX-10.3

RespireRx-Arnold Lippa Family Trust of 2007 Demand Promissory Note dated May 22, 2023

Exhibit 10.3 DEMAND PROMISSORY NOTE $225,000.00 May 22, 2023 FOR VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), with a mailing address at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452, hereby promises to pay on demand and to the order of the Arnold Lippa Family Trust of 2007 (the “Lender”), with an address of 325 Greenway Road, Ridgewood, NJ 07450,

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 RESPIRERX PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissi

May 24, 2023 EX-99.2

Letter of Intent (LOI) – ResolutionRx Inc. Private & Confidential

Exhibit 99.2 Letter of Intent (LOI) – ResolutionRx Inc. Private & Confidential This LOI summarizes the principal terms of the proposed equity financing by Cantheon Capital, LLC (the “Investor” or “Cantheon”) through a private placement for ResolutionRx Ltd (the “Company” or “ResolutionRx”), an Australian unlisted public company with the intent to list on the Australian Securities Exchange (“ASX”),

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 RESPIRERX PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissio

May 5, 2023 EX-99.1

Schedule 1 – Series A Preference Share Terms RESOLUTIONRX LTD CERTIFICATE OF DESIGNATION, SERIES A PREFERENCE SHARES

Exhibit 99.1 Constitution ResolutionRx Ltd Dated 24 April 2023 Contents 1 PRELIMINARY 1 2 SHARE CAPITAL 5 3 CALLS, FORFEITURE AND LIENS 7 4 TRANSFER OF SHARES 14 5 TRANSMISSION OF SHARES 16 6 SALE OF NON-MARKETABLE PARCELS 17 7 GENERAL MEETINGS 18 8 PROCEEDINGS AT GENERAL MEETINGS 20 9 PROXIES, ATTORNEYS AND REPRESENTATIVES 25 10 APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS 28 11 POWERS AND

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 OR ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-16467 RespireRx Pharmaceuticals Inc. (Exact name of registrant as sp

April 17, 2023 EX-21

Subsidiaries of the Registrant.

EXHIBIT 21 Subsidiaries of the Registrant Pier Pharmaceuticals, Inc. incorporated in the state of Delaware ResolutionRx Ltd incorporated in Australia

April 17, 2023 EX-4.3

Description of Registrant’s Securities

EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a general description of the common stock of RespireRx Pharmaceuticals Inc. (the “Company”) and does not purport to be complete. For a complete description of the terms and provisions of the common stock, refer to the Company’s Second Restated Certificate

April 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 RESPIRERX PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

April 13, 2023 EX-99.4

Jeff Eliot Margolis

Exhibit 99.4 Jeff Eliot Margolis [******] April 12, 2023 RespireRx Pharmaceuticals Inc. 126 Valley Road Suite C Glen Rock NJ 07452 Attn: Mr. Arnold S. Lippa, Interim President, Interim Chief Executive Officer and Chief Scientific Officer Dear Sir/Madam, I am the owner of 2,100 shares of Series J Convertible Preferred Stock pursuant to that certain Exchange Agreement dated April 12, 2023. Please be

April 13, 2023 EX-99.6

Marc M Radin, PC

Exhibit 99.6 Marc M Radin, PC [******] April 12, 2023 RespireRx Pharmaceuticals Inc. 126 Valley Road Suite C Glen Rock NJ 07452 Attn: Mr. Jeff Eliot Margolis, Senior VP, CFO, Treasurer and Secretary Dear Sir/Madam, I am the owner of 1,500 shares of Series J Convertible Preferred Stock pursuant to that certain Exchange and Settlemnt Agreement dated April 12, 2023. Please be advised that I wish to i

April 13, 2023 EX-99.2

EXCHANGE AND SETTLEMENT AGREEMENT

Exhibit 99.2 EXCHANGE AND SETTLEMENT AGREEMENT Arnold S. Lippa (the “Executive”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on April 12, 2023, whereby Executive will exchange and settle certain liabilities, debt and compensation owed to the Executive by the Company for shares of Series J % Voting, Participating, Redeema

April 13, 2023 EX-99.1

EXCHANGE AGREEMENT

Exhibit 99.1 EXCHANGE AGREEMENT Jeff Eliot Margolis (the “Employee”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on April 12, 2023, whereby Employee will exchange certain accrued compensation owed to the Employee by the Company for shares of Series J 8% Voting, Participating, Redeemable Preferred Stock, par value $0.001

April 13, 2023 EX-99.5

Arnold Lippa

Exhibit 99.5 Arnold Lippa [******] April 12, 2023 RespireRx Pharmaceuticals Inc. 126 Valley Road Suite C Glen Rock NJ 07452 Attn: Mr. Jeff Eliot Margolis, Senior VP, CFO, Treasurer and Secretary Dear Sir/Madam, I am the owner of 2,100 shares of Series J Convertible Preferred Stock pursuant to that certain Exchange and Settlement Agreement dated April 12, 2023. Please be advised that I wish to imme

April 13, 2023 EX-99.3

EXCHANGE AND SETTLEMENT AGREEMENT

Exhibit 99.3 EXCHANGE AND SETTLEMENT AGREEMENT Marc M Radin PC (the “Vendor”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on April 12, 2023, whereby Vendor will exchange and settle certain accounts payable and other liabilities owed to the Vendor by the Company for shares of Series J 8% Voting, Participating, Redeemable

April 13, 2023 EX-3.1

Certificate of Designation, Preferences, Rights and Limitations of Series J 8% Redeemable Preferred Stock

EX-3.1 2 ex3-1.htm Exhibit 3.1 Respirerx PHARMACEUTICALS INC. CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES J 8% VOTING, PARTICIPATING, REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW RespireRx Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifie

April 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 RESPIRERX PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

April 6, 2023 EX-99.1

FORM OF SECURITIES PURCHASE AGREEMENT

EX-99.1 3 ex99-1.htm Exhibit 99.1 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April , 2023 by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and , a (the “Buyer”). [Investor Name] [Jurisdiction of formation and nature of entity

April 6, 2023 EX-3.1

Certificate of Designation, Preferences, Rights and Limitations of Series I 8% Redeemable Preferred Stock

Exhibit 3.1 Respirerx PHARMACEUTICALS INC. CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES I 8% REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW RespireRx Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the Board of Directors of the Corpo

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

March 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 RESPIRERX PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

March 28, 2023 EX-99.1

RespireRx Pharmaceuticals Inc. Announces the Appointment Joseph Siegelbaum as an Independent Member of the Board of Directors

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces the Appointment Joseph Siegelbaum as an Independent Member of the Board of Directors Glen Rock, N.J., March 28, 2023/Globe Newswire –RespireRx Pharmaceuticals Inc. (OTC: RSPI) (“RespireRx” or the “Company”) is pleased to announce that on March 22, 2023, Mr. Joseph Siegelbaum was appointed to the Board of Directors as an independent director. Th

March 1, 2023 EX-99.1

ResolutionRx Ltd and RespireRx Pharmaceuticals Inc. Announce ResolutionRx’s Entry into a Services Agreement with iNGENu CRO Pty Ltd

EX-99.1 2 ex99-1.htm Exhibit 99.1 ResolutionRx Ltd and RespireRx Pharmaceuticals Inc. Announce ResolutionRx’s Entry into a Services Agreement with iNGENu CRO Pty Ltd Glen Rock, N.J., March 1, 2023/Globe Newswire – ResolutionRx Ltd (“ResolutionRx”), an unlisted public Australian company, (Australian Company Number or ACN: 664 925 651, Australian Business Number or ABN: 17 664 925 651) and a wholly-

March 1, 2023 EX-99.2

ResolutionRx Ltd and iNGENu CRO Pty Ltd Services Agreement dated 27 Februay 2023

Exhibit 99.2

March 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 RESPIRERX PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

February 1, 2023 EX-99.3

Term Sheet dated January 27, 2023 by ResolutionRx Ltd. and Radium Capital

EX-99.3 4 ex99-3.htm Exhibit 99.3

February 1, 2023 EX-99.2

ResolutionRx Ltd Radium Capital

Exhibit 99.2 ResolutionRx Ltd Radium Capital Letter of Intent (LOI) This LOI, effective as of the latest date of signature on the signature page, summarizes the background and principal terms of a series of planned financing arrangements between Radium Capital (“Radium”) and ResolutionRx Ltd (“ResolutionRx”), a newly formed Australian unlisted public company, and initially, a wholly-owned subsidia

February 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

February 1, 2023 EX-99.1

ResolutionRx Ltd, a wholly owned subsidiary of RespireRx Pharmaceuticals Inc. Enters into LOI and Term Sheet with Radium Capital for the financing of anticipated Research and Development Credits

Exhibit 99.1 ResolutionRx Ltd, a wholly owned subsidiary of RespireRx Pharmaceuticals Inc. Enters into LOI and Term Sheet with Radium Capital for the financing of anticipated Research and Development Credits Glen Rock, N.J., February 1, 2023 /Globe Newswire - RespireRx Pharmaceuticals Inc. (OTC Markets: RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative a

January 23, 2023 EX-10.1

Second Amendment to Respirerx -University Of Illinois Exclusive License Agreement

Exhibit 10.1 University of Illinois at Chicago Exclusive License Amendment SECOND AMENDMENT TO RESPIRERX -UNIVERSITY OF ILLINOIS EXCLUSIVE LICENSE AGREEMENT This Second Amendment (“Amendment 2”) to the Exclusive License Agreement is made and entered into as of the December 15, 2022 (“Effective Date”), by and between the Board of Trustees of the University of Illinois, a body corporate and politic

January 23, 2023 EX-99.1

RespireRx Pharmaceuticals Inc. Announces the 2

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces the 2nd Amendment to its License Agreement with the University of Illinois Glen Rock, N.J., January 23, 2023 /Globe Newswire - RespireRx Pharmaceuticals Inc. (OTC Markets: RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused by disruption of neuronal

January 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 RESPIRERX PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

January 12, 2023 EX-99.1

RespireRx Pharmaceuticals Inc. Establishes ResolutionRx Ltd in Australia to Develop Its Pharmaceutical Cannabinoid Platform

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. Establishes ResolutionRx Ltd in Australia to Develop Its Pharmaceutical Cannabinoid Platform Glen Rock, N.J., January 12, 2023 /Globe Newswire - RespireRx Pharmaceuticals Inc. (OTC Markets: RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases cau

January 12, 2023 EX-99.2

Certificate of Registration of a Company, ResolutionRx Ltd

EX-99.2 3 ex99-2.htm Exhibit 99.2

January 12, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

November 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

November 17, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registran

November 17, 2022 EX-10.1

Securities Purchase Agreement template for August 22, 2022 three convertible note financings totaling $105,556 in principal amount and $95,000 of net proceeds, identical in terms except as to dollar amounts and purchaser.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of ?ClosingDate?, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the ?Company?), and ?Investor?, a ?StateofIncorp? ?TypeofEntity? (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executi

November 17, 2022 EX-99.1

RespireRx Pharmaceuticals Inc. Announces Entry into Letter of Intent with Australian Headquartered CRO for Dronabinol Development for Obstructive Sleep Apnea

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces Entry into Letter of Intent with Australian Headquartered CRO for Dronabinol Development for Obstructive Sleep Apnea Glen Rock, N.J., November 17, 2022 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTC Pink Market:RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutio

November 17, 2022 EX-10.2

Piggy-back Registrations Rights Agreement template for August 22, 2022 three convertible note financings totaling $105,556 in principal amount and $95,000 of net proceeds, identical in terms except as to dollar amounts and purchaser.

EXHIBIT 10.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as ?ClosingDate? is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?), and ?Investor? a ?StateofIncorp? ?TypeofEntity? (the ?Holder?). The Company and the Holder are hereinafter sometimes collectively referred to as the ?Parties? and

November 17, 2022 EX-10.3

Promissory Note template for August 22, 2022 three convertible note financings totaling $105,556 in principal amount and $95,000 of net proceeds, identical in terms except as to dollar amounts and purchaser.

EXHIBIT 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

November 10, 2022 EX-99.2

RespireRx Pharmaceuticals Inc. Slide Deck to be presented at the Investor Summit Q4 on November 10, 2022

Exhibit 99.2

November 10, 2022 EX-99.1

RespireRx Pharmaceuticals Inc. Announces that Jeff Margolis, the Company’s CFO is presenting at the Investor Summit Q4

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces that Jeff Margolis, the Company’s CFO is presenting at the Investor Summit Q4 Glen Rock, N.J., November 10, 2022 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQ:RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused by disru

November 10, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 RESPIRERX PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

November 7, 2022 EX-99.1

RespireRx Pharmaceuticals Inc. Announces that Dr. Arnold Lippa Is an Invited Speaker at the 5th Meridian Drug Discovery Summit

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces that Dr. Arnold Lippa Is an Invited Speaker at the 5th Meridian Drug Discovery Summit Glen Rock, N.J., November 7, 2022 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQ:RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused b

November 7, 2022 EX-99.2

RespireRx Pharmaceuticals Inc. Slide Deck to be presented at the 5th Meridian Drug Discovery Summit on November 8, 2022

EX-99.2 3 ex99-2.htm Exhibit 99.2

November 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

September 13, 2022 EX-99.1

RespireRx-ResolutionRx Slide Presentation

Exhibit 99.1

September 13, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

August 22, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as

August 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transitio

August 3, 2022 EX-99.1

PAYMENT SETTLEMENT AGREEMENT AND RELEASE

EX-99.1 2 ex99-1.htm Exhibit 99.1 PAYMENT SETTLEMENT AGREEMENT AND RELEASE This Agreement (“Agreement”) is made this 1st day of August, 2022 by and between Faegre Drinker Biddle & Reath LLP (“FDBR”) and RespireRx Pharmaceutical, Inc. (RespireRx”). FDBR and RespireRx are referred to herein individually as “Party” and together as “Parties.” WHEREAS the Parties agree that, immediately prior to the ex

August 3, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

June 16, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

May 23, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as

May 16, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissi

May 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

May 16, 2022 EX-99.1

FIRST AMENDMENT TO THE PROMISSORY NOTE ISSUED ON MARCH 31, 2021

Exhibit 99.1 FIRST AMENDMENT TO THE PROMISSORY NOTE ISSUED ON MARCH 31, 2021 THIS FIRST AMENDMENT to the Note (as defined below) (the ?Amendment?) is entered into on May 11, 2022, but made effective as of April 30, 2022, by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?), and Labrys Fund, LP, a Delaware limited partnership (the ?Holder?) (each the Company and the

April 15, 2022 EX-10.144

Securities Purchase Agreement dated April 14, 2022, between RespireRx Pharmaceuticals Inc. and Barton Asset Management LLC.

Exhibit 10.144 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 14, 2022, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the ?Company?), and BARTON ASSET MANAGEMENT LLC, a Delaware limited liability company, with its address at 135 Main Street, Su

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 OR ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-16467 RespireRx Pharmaceuticals Inc. (Exact name of registrant as sp

April 15, 2022 EX-10.145

Piggy-back Registration Rights Agreement dated April 14, 2022 between RespireRx Pharmaceuticals Inc. and Barton Asset Management LLC.

Exhibit 10.145 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 14, 2022, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?), and Barton Asset Management LLC a Delaware limited liability company (the ?Holder?). The Company and the Holder are hereinafter sometimes collectively refe

April 15, 2022 EX-4.3

Description of Registrant’s Securities

EX-4.3 2 ex4-3.htm Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a general description of the common stock of RespireRx Pharmaceuticals Inc. (the “Company”) and does not purport to be complete. For a complete description of the terms and provisions of the common stock, refer to the Company’s Second R

April 15, 2022 EX-10.147

Common Stock Purchase Warrant, dated April 14, 2022.

EX-10.147 6 ex10-147.htm Exhibit 10.147 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

April 15, 2022 EX-21

Subsidiaries of the Registrant

EXHIBIT 21 Subsidiaries of the Registrant Pier Pharmaceuticals, Inc. incorporated in the state of Delaware

April 15, 2022 EX-10.146

Promissory Note dated, April 14, 2022.

Exhibit 10.146 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FO

April 4, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

April 4, 2022 EX-99.1

FIRST AMENDMENT TO THE PROMISSORY NOTE ISSUED ON MARCH 31, 2021

Exhibit 99.1 FIRST AMENDMENT TO THE PROMISSORY NOTE ISSUED ON MARCH 31, 2021 THIS FIRST AMENDMENT to the Note (as defined below) (the ?Amendment?) is entered into on April 1, 2022, but made effective as of March 31, 2022, by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?), and EMA Financial, LLC, a Delaware limited liability company (the ?Holder?) (each the Compa

March 31, 2022 NT 10-K

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 1-16467 CUSIP NUMBER NOTIFICATION OF LATE FILING 761227305 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31,

March 28, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

March 28, 2022 EX-99.2

AMENDMENT NO. 2 CONVERTIBLE PROMISSORY

Exhibit 99.2 AMENDMENT NO. 2 To CONVERTIBLE PROMISSORY NOTE This Amendment No. 2 (this ?Amendment?) dated March 24, 2022 and effective as of February 17, 2022 (?Effective Date?) to Convertible Promissory Note as amended by Amendment No. 1, is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?) and FirstFire Global Opportunities Fund LLC, a Delaware limited liab

March 28, 2022 EX-99.1

AMENDMENT NO. 1 SECURITIES PURCHASE

Exhibit 99.1 AMENDMENT NO. 1 To SECURITIES PURCHASE AGREEMENT This Amendment No. 1 (this ?Amendment?) dated March 24, 2022 and effective as of February 17, 2022 (?Effective Date?) to Securities Purchase Agreement is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?) and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company (the ?Holder?

March 23, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

March 23, 2022 EX-99.1

RespireRx Pharmaceuticals Inc. Announces Patent Filings Claiming Novel Lipid Based Formulations for Insoluble Compounds, Including Cannabinoids Such as Dronabinol

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces Patent Filings Claiming Novel Lipid Based Formulations for Insoluble Compounds, Including Cannabinoids Such as Dronabinol Glen Rock, N.J., March 23, 2022 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQ:RSPI) (“RespireRx” or the “Company”), a leader in the discovery and development of innovative and revolutionary trea

March 8, 2022 253G2

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947

Filed pursuant to Rule 253(g)(2) File No. 024-11602 Supplement No. 6 DATED march 8, 2022 (to the Offering Circular dated December 13, 2021) RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 This Offering Circular Supplement No. 6 (?Supplement No. 6?) supplements and amends the offering circular of RespireRx Pharmaceuticals, Inc. (the ?Company?) date

March 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

March 7, 2022 EX-99.1

Letter to Stockholders and Other Stakeholders: A Brief Summary of Our Progress During Past Twelve Months and a Peek Looking Forward

Exhibit 99.1 Letter to Stockholders and Other Stakeholders: A Brief Summary of Our Progress During Past Twelve Months and a Peek Looking Forward Glen Rock, N.J., March 7, 2022 /Globe Newswire ? RespireRx Pharmaceuticals Inc. (OTCQ:RSPI) (?RespireRx? or the ?Company?), a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused by disruption of neu

February 17, 2022 253G2

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947

253G2 1 form253g2.htm Filed pursuant to Rule 253(g)(2) File No. 024-11602 Supplement No. 5 DATED February 17, 2022 (to the Offering Circular dated December 13, 2021) RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 This Offering Circular Supplement No. 5 (“Supplement No. 5”) supplements and amends the offering circular of RespireRx Pharmaceuticals,

February 11, 2022 EX-99.1

Timothy L. Jones

Exhibit 99.1 Timothy L. Jones [***] [***] [***] RespireRx Pharmaceuticals, Inc. 126 Valley Road Suite C Glen Rock, NJ 07452 USA Date: February 8th, 2022 Attention: The RespireRx Pharmaceuticals Inc. Board of Directors This letter serves as a resignation from my position as the President & CEO of RespireRx Pharmaceuticals Inc. effective as of January 31, 2022, subject to certain conditions describe

February 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

February 11, 2022 EX-99.2

EMPLOYMENT AGREEMENT TERMINATION AND SEPARATION AGREEMENT

Exhibit 99.2 EMPLOYMENT AGREEMENT TERMINATION AND SEPARATION AGREEMENT This Employment Agreement Termination and Separation Agreement (?Separation Agreement?) is made effective as of the 31st day of January 2022 by and between Timothy L. Jones (?Jones?) and RespireRx Pharmaceuticals, Inc. (?RespireRx? or the ?Company?). Jones and RespireRx are referred to herein individually as ?Party? and togethe

January 10, 2022 253G2

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947

Filed pursuant to Rule 253(g)(2) File No. 024-11602 Supplement No. 4 DATED JANUARY 10, 2022 (to the Offering Circular dated December 13, 2021) RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 This Offering Circular Supplement No. 4 (?Supplement No. 4?) supplements and amends the offering circular of RespireRx Pharmaceuticals, Inc. (the ?Company?) d

January 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commi

January 3, 2022 253G2

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947

253G2 1 form253g2.htm Filed pursuant to Rule 253(g)(2) File No. 024-11602 Supplement No. 3 DATED JANUARY 3, 2022 (to the Offering Circular dated December 13, 2021) RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 This Offering Circular Supplement No. 3 (“Supplement No. 3”) supplements and amends the offering circular of RespireRx Pharmaceuticals, I

December 29, 2021 EX-99.1

NOTE PURCHASE AGREEMENT

Exhibit 99.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this ?Agreement?), dated as of December 23, 2021, (the ?Execution Date?), is entered into by and between RESPIRERX PHARMACEUTICALS, INC., a Delaware corporation (the ?Company?), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the ?Buyer?). Each capitalized term used herein shall have the meaning ascribed thereto in Sec

December 29, 2021 EX-99.2

CONVERTIBLE PROMISSORY NOTE

EX-99.2 3 ex99-2.htm Exhibit 99.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGIST

December 29, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

December 14, 2021 EX-99.2

RespireRx Pharmaceuticals Inc. Slide deck for Life Sciences Virtual Investor Conference

Exhibit 99.2

December 14, 2021 EX-99.3

RespireRx Pharmaceuticals Inc. Slide deck for Biotech Showcase™

Exhibit 99.3

December 14, 2021 EX-99.1

AMENDMENT No. 3 8% FIXED PROMISSORY NOTE

EX-99.1 2 ex99-1.htm Exhibit 99.1 AMENDMENT No. 3 To 8% FIXED PROMISSORY NOTE This Amendment No. 3 to 8% Fixed Promissory Note (this “Amendment”), effective as of December 1, 2021 (the “Effective Date”), is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) and White Lion Capital LLC, a Nevada limited liability company (the “Investor”). WHEREAS, Company and In

December 14, 2021 EX-99.1

RespireRx Pharmaceuticals Inc. to Present at Upcoming Virtual Life Sciences Investor Conference and Biotech Showcase™

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. to Present at Upcoming Virtual Life Sciences Investor Conference and Biotech Showcase™ Glen Rock, N.J., December 14, 2021 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQB: RSPI) (“RespireRx” or the “Company”), with a mission to discover and develop innovative and revolutionary treatments to combat diseases caused by disruption

December 14, 2021 253G2

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947

253G2 1 form253g2.htm Filed pursuant to Rule 253(g)(2) File No. 024-11602 Supplement No. 2 DATED DECEMBER 14, 2021 (to the Offering Circular dated December 13, 2021) RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 This Offering Circular Supplement No. 2 (“Supplement No. 2”) supplements and amends the offering circular of RespireRx Pharmaceuticals,

December 14, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

December 14, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

December 14, 2021 253G2

RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947

Filed pursuant to Rule 253(g)(2) File No. 024-11602 Supplement No. 1 DATED DECEMBER 14, 2021 (to the Offering Circular dated December 13, 2021) RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 This Offering Circular Supplement No. 1 (?Supplement No. 1?) supplements and amends the offering circular of RespireRx Pharmaceuticals, Inc. (the ?Company?)

December 14, 2021 253G3

Offering Circular dated December 13, 2021 RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 Maximum Offering Amount: $7,500,000

Filed Pursuant to Rule 253(g)(3) File No. 024-11602 Offering Circular dated December 13, 2021 RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 (201) 444-4947 Maximum Offering Amount: $7,500,000 This is a public offering (this ?Offering?) of securities of RespireRx Pharmaceuticals Inc., a Delaware corporation (?RespireRx? and together with RespireRx?s wholly owned

December 9, 2021 CORRESP

RespireRx Pharmaceuticals Inc., 126 Valley Road, Suite C, Glen Rock, NJ 07452

December 9, 2021 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.

December 1, 2021 ADD EXHB

Consent of Haskell & White LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 11.1 of the Company’s Offering Statement on Form 1-A (file no. 024-11602), filed December 1, 2021.

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report included in this amended Registration Statement on Form 1-A/A of RespireRx Pharmaceuticals Inc. (the ?Company?) of our report dated April 15, 2021, relating to our audit of the Company?s consolidated financial statements as of December 31, 2020 and 2019, and for each of the years then ended, i

December 1, 2021 ADD EXHB

Opinion of Faegre Drinker Biddle & Reath LLP to the Issuer (incorporated by reference to Exhibit 12.1 of the Company’s Offering Statement on Form 1-A (file no. 024-11602), filed December 1, 2021.

ADD EXHB 4 ex12-1.htm Exhibit 12.1 December 1, 2021 RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), in connection with the filing of a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) b

December 1, 2021 PART II AND III

Preliminary Offering Circular dated December 1, 2021 Subject to Completion

PART II AND III 2 partiiandiii.htm Preliminary Offering Circular dated December 1, 2021 Subject to Completion An Offering Statement pursuant to Regulation A relating to these securities has been filed with the U.S. Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion, amendment or supplement. T

November 23, 2021 EX-99.1

AMENDMENT NO. 1 CONVERTIBLE PROMISSORY NOTE

EX-99.1 2 ex99-1.htm Exhibit 99.1 AMENDMENT NO. 1 To CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to Convertible Promissory Note (this “Amendment”) dated November 23, 2021, effective as of November 17, 2021 (the “Effective Date”), is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) and FirstFire Global Opportunities Fund LLC, a Delaware limited liability

November 23, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

November 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

November 22, 2021 EX-99.1

RespireRx Pharmaceuticals Inc. Announces CEO’s OTC Venture Market Podcast

EX-99.1 2 ex99-1.htm Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces CEO’s OTC Venture Market Podcast Glen Rock, N.J., November 22, 2021 / Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQB: RSPI), (“RespireRx” or the “Company”) a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused by disruption of neuronal signaling, is pleased to

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registran

November 4, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Comm

November 4, 2021 EX-99.1

RespireRx Pharmaceuticals Inc. Announces Video Interview of CFO

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces Video Interview of CFO Glen Rock, N.J., November 4, 2021 /Globe Newswire ? RespireRx Pharmaceuticals Inc. (OTCQB: RSPI), (?RespireRx? or the ?Company?) a leader in the discovery and development of innovative and revolutionary treatments to combat diseases caused by disruption of neuronal signaling, is pleased to announce the public availability

October 12, 2021 EX1A-3 HLDRS RTS

Amendment No. 2 to Placement Agent Agreement, dated October 12, 2021, by and between Primary Capital LLC and RespireRx Pharmaceuticals Inc. (incorporated by reference to Exhibit 1.3 of the Company’s Offering Statement on Form 1-A/A (file no. 24-11602) filed October 12, 2021

Exhibit 1.3 Primary Capital LLC Member FINRA, SIPC 801 Brickell Ave, 7th Floor Miami, FL 33131 Investment Banking, Financial Services FINANCING AND ADDITIONAL SERVICES AMENDMENT October 12, 2021 Jeff Margolis, CFO RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 Dear Mr. Margolis: Reference is made to the Financing and Additional Services Agreement between Primar

October 12, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and DARIUSZ NASIEK and SARA NASIEK JTTEN, with an address at [***] (the “Buyer”). WHEREAS:

October 12, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report included in this amended Registration Statement on Form 1-A/A of RespireRx Pharmaceuticals Inc. (the “Company”) of our report dated April 15, 2021, relating to our audit of the Company’s consolidated financial statements as of December 31, 2020 and 2019, and for each of the years then ended, i

October 12, 2021 EX-99.2

PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

EX-99.2 3 ex99-2.htm Exhibit 99.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Dariusz Nasiek and Sara Nasiek, JTTEN (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to

October 12, 2021 EX1A-1 UNDR AGMT

Amendment No. 1 to Placement Agent Agreement, dated September 29, 2021, by and between Primary Capital LLC and RespireRx Pharmaceuticals Inc. (incorporated by reference to Exhibit 1.2 of the Company’s Offering Statement on Form 1-A/A (file no. 24-11602) filed October 12, 2021).

Exhibit 1.2 Primary Capital LLC Member FINRA, SIPC 801 Brickell Ave, 7th Floor Miami, FL 33131 Investment Banking, Financial Services FINANCING AND ADDITIONAL SERVICES AMENDMENT September 29, 2021 Jeff Margolis, CFO RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 Dear Mr. Margolis: Reference is made to the Financing and Additional Services Agreement between Prim

October 12, 2021 EX1A-4 SUBS AGMT

RESPIRERX PHARMACEUTICALS INC. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORS

Exhibit 4.1 RESPIRERX PHARMACEUTICALS INC. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

October 12, 2021 EX-99.3

PROMISSORY NOTE

EX-99.3 4 ex99-3.htm Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGIST

October 12, 2021 EX-99.4

COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.

EX-99.4 5 ex99-4.htm Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

October 12, 2021 PART II AND III

Preliminary Offering Circular dated October 12, 2021 Subject to Completion

Preliminary Offering Circular dated October 12, 2021 Subject to Completion An Offering Statement pursuant to Regulation A relating to these securities has been filed with the U.

October 12, 2021 ADD EXHB

October 12, 2021

Exhibit 12.1 October 12, 2021 RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?), in connection with the filing of a Regulation A Offering Statement on Form 1-A (the ?Offering Statement?) by the Company under th

October 12, 2021 EX1A-1 UNDR AGMT

Placement Agent Agreement, dated August 6, 2021, by and between Primary Capital LLC and RespireRx Pharmaceuticals Inc. (incorporated by reference to Exhibit 1.1 of the Company’s Offering Statement on Form 1-A (file no. 024-11602), filed October 12, 2021)

Exhibit 1.1 Primary Capital LLC Member FINRA, SIPC 801 Brickell Ave., 7th Floor Miami, FL 33131 Investment Banking, Financial Services FINANCING AND ADDITIONAL SERVICES August 6, 2021 Jeff Margolis, CFO RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 E-Mail: [email protected] Website: www.respirerx.com This Agreement supersedes all prior or contemporaneous

October 12, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commi

September 28, 2021 EX-99.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 to Employment Agreement (the “Amendment”), dated as of September 27, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Timothy Jones (the “Executive”) (together, the “Parties”). WHEREAS, on May 6, 2020, the Parties entered into an Employment Agreement

September 28, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Co

September 20, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Co

September 20, 2021 EX-99.1

SETTLEMENT AGREEMENT

Exhibit 99.1 SETTLEMENT AGREEMENT AGREEMENT made this 14 day of September 2021 by and between DNA Healthlink, Inc. (?DNA Healthlink?) and RespireRx Pharmaceutical, Inc. (RespireRx?). DNA Healthlink and RespireRx are referred to herein individually as ?Party? and together as ?Parties.? WHEREAS the Parties agree that RespireRx owes DNA Healthlink $410,000 pursuant to an agreement among the parties d

September 3, 2021 EX-99.4

X = Y (A-B)

EX-99.4 5 ex99-4.htm Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

September 3, 2021 EX-99.2

PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

EX-99.2 3 ex99-2.htm Exhibit 99.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Barton Asset Management LLC a Delaware limited liability company (the “Holder”). The Company and the Holder are hereinafter sometim

September 3, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and BARTON ASSET MANAGEMENT LLC, a Delaware limited liability company, with its address at

September 3, 2021 EX-99.3

PROMISSORY NOTE

EX-99.3 4 ex99-3.htm Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGIST

September 3, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commi

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as

August 9, 2021 EX1A-1 UNDR AGMT

Placement Agent Agreement, dated August 6, 2021, by and between Primary Capital LLC and RespireRx Pharmaceuticals Inc. (incorporated by reference to Exhibit 1.1 of the Company’s Offering Statement on Form 1-A (file no. 24-11602) filed August 9, 2021).

EX1A-1 UNDR AGMT 3 ex1-1.htm Exhibit 1.1 Primary Capital LLC Member FINRA, SIPC 801 Brickell Ave., 7th Floor Miami, FL 33131 Investment Banking, Financial Services FINANCING AND ADDITIONAL SERVICES August 6, 2021 Jeff Margolis, CFO RespireRx Pharmaceuticals Inc. 126 Valley Road, Suite C Glen Rock, New Jersey 07452 E-Mail: [email protected] Website: www.respirerx.com This Agreement supersedes

August 9, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report included in this Registration Statement on Form 1/A of RespireRx Pharmaceuticals Inc. (the ?Company?) of our report dated April 15, 2021, relating to our audit of the Company?s consolidated financial statements as of December 31, 2020 and 2019, and for each of the years then ended, included in

August 9, 2021 PART II AND III

Power of Attorney (incorporated by reference to Exhibit 10.1 of the Company’s Offering Statement on Form 1-A (file no. 024-11602) filed on August 9, 2021).

Preliminary Offering Circular dated August 9, 2021 Subject to Completion An Offering Statement pursuant to Regulation A relating to these securities has been filed with the U.

July 30, 2021 EX-99.8

SIXTH AMENDMENT OF THE AMENDED AND RESTATED RESPIRERX PHARMACEUTICALS INC. 2015 STOCK AND STOCK OPTION PLAN

EX-99.8 3 ex99-8.htm Exhibit 99.8 SIXTH AMENDMENT OF THE AMENDED AND RESTATED RESPIRERX PHARMACEUTICALS INC. 2015 STOCK AND STOCK OPTION PLAN This Sixth Amendment (the “Amendment”) of the Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (the “Plan”) of RespireRx Pharmaceuticals Inc. (the “Company”) is made pursuant to a unanimous written consent of the Company’s

July 30, 2021 S-8

As Filed With the Securities and Exchange Commission on July 30, 2021

S-8 1 forms-8.htm As Filed With the Securities and Exchange Commission on July 30, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 33-0303583 (State or other jurisdiction of incorporation o

July 30, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incor

July 30, 2021 EX-99.1

AMENDMENT No. 2 8% FIXED PROMISSORY NOTE

Exhibit 99.1 AMENDMENT No. 2 To 8% FIXED PROMISSORY NOTE This Amendment No. 2 to 8% Fixed Promissory Note (this ?Amendment?), effective as of July 27, 2021 (the ?Effective Date?), is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?) and White Lion Capital LLC, a Nevada limited liability company (the ?Investor?). WHEREAS, Company and Investor (collectively, th

July 6, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 29, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the ?Company?), and EMA FINANCIAL, LLC, a Delaware limited liability company, with its address at 5 Dakota Dr., #210, New Hyde Pa

July 6, 2021 EX-99.8

EXCHANGE AGREEMENT

Exhibit 99.8 EXCHANGE AGREEMENT This exchange agreement (this ?Agreement?) is entered into as of June 30, 2021, by and among RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the ?Company?) and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company (?Investor?). WHEREAS, the Company issued to the Investor on July 2, 2020, a common stock purchase warrant to purchase 6,8

July 6, 2021 EX-99.4

COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.

Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

July 6, 2021 EX-99.6

COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.

Exhibit 99.6 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

July 6, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commiss

July 6, 2021 EX-99.3

PROMISSORY NOTE

Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 6, 2021 EX-99.9

WARRANT TO PURCHASE COMMON STOCK RespireRx Pharmaceuticals Inc.

Exhibit 99.9 NEITHER THIS EXCHANGE WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH

July 6, 2021 EX-99.5

EXCHANGE AGREEMENT

Exhibit 99.5 EXCHANGE AGREEMENT This exchange agreement (this ?Agreement?) is entered into as of June 28, 2021, by and among RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the ?Company?) and EMA FINANCIAL, LLC, a Delaware limited liability company (?Investor?). WHEREAS, the Company issued to the Investor on July 30, 2020, a common stock purchase warrant to purchase 3,750,000 shares of the

July 6, 2021 EX-99.2

PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

Exhibit 99.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 29, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the ?Company?), and EMA Financial, LLC, a Delaware limited liability company (the ?Holder?). The Company and the Holder are hereinafter sometimes collectively referred to as

May 24, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC. (Exact name of registran

May 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 1-16467 CUSIP Number: 761227305 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

May 14, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and LGH INVESTMENTS, LLC, a Wyoming limited liability company (the “Buyer”). WHEREAS: A. The

May 14, 2021 EX-99.2

PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

EX-99.2 3 ex99-2.htm Exhibit 99.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 10. 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Holder”). The Company and the Holder are hereinafter sometimes collect

May 14, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissi

May 14, 2021 EX-99.4

COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.

EX-99.4 5 ex99-4.htm Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

May 14, 2021 EX-99.3

PROMISSORY NOTE

EX-99.3 4 ex99-3.htm Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGIST

May 6, 2021 EX-99.1

RespireRx Pharmaceuticals Inc. Corporate Presentation

Exhibit 99.1

May 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commissio

May 3, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 30, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, We

May 3, 2021 EX-99.2

PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

EX-99.2 3 ex99-2.htm Exhibit 99.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively re

May 3, 2021 EX-99.4

X = Y (A-B)

EX-99.4 5 ex99-4.htm Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

May 3, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

May 3, 2021 EX-99.3

PROMISSORY NOTE

Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

April 15, 2021 EX-21

Subsidiaries of the Registrant.

EX-21 3 ex21.htm EXHIBIT 21 Subsidiaries of the Registrant Pier Pharmaceuticals, Inc. incorporated in the state of Delaware

April 15, 2021 EX-4.3

Description of Registrant’s Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a general description of the common stock of RespireRx Pharmaceuticals Inc. (the ?Company?) and does not purport to be complete. For a complete description of the terms and provisions of the common stock, refer to the Company?s Second Restated Certificate

April 15, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 OR [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-16467 RespireRx Pharmaceuticals Inc. (Exact name of registrant a

April 5, 2021 EX-99.4

COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.

Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

April 5, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 31, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the ?Company?), and EMA FINANCIAL, LLC, a Delaware limited liability company, with its address at 5 Dakota Dr., #210, New Hyde P

April 5, 2021 EX-99.3

PROMISSORY NOTE

Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

April 5, 2021 EX-99.2

PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

EX-99.2 3 ex99-2.htm Exhibit 99.2 PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder are hereinafter sometimes collec

April 5, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Commis

March 31, 2021 NT 10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 1-16467 CUSIP Number: 761227206 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repor

March 22, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RespireRx Pharmaceuticals Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 761227305 (CUSIP Number) John Safranek, MD, 3508 Poppleton Ave, Omaha NE 68105, (402) 650-7018 (Name, Address and Telephone Number of P

February 19, 2021 424B3

RespireRx Pharmaceuticals Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-249469 Prospectus Supplement DATED February 19, 2021 (to the Prospectus dated October 28, 2020) RespireRx Pharmaceuticals Inc. This Prospectus Supplement No. 4 supplements and amends the final prospectus dated October 28, 2020 (as previously supplemented by Prospectus Supplement Nos. 1, 2, and 3, the “Final Prospectus”) relating to th

February 19, 2021 EX-99.3

CONVERTIBLE PROMISSORY NOTE

Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

February 19, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

February 19, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2021, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability compa

February 19, 2021 EX-99.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February17, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a

February 8, 2021 424B3

RespireRx Pharmaceuticals Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-249469 Prospectus Supplement DATED February 8, 2021 (to the Prospectus dated October 28, 2020) RespireRx Pharmaceuticals Inc. This Prospectus Supplement No. 3 supplements and amends the final prospectus dated October 28, 2020 (as previously supplemented by Prospectus Supplement Nos. 1 and 2, the “Final Prospectus”) relating to the res

January 20, 2021 EX-99.1

WAIVER AND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

Exhibit 99.1 WAIVER AND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Waiver and Amendment to Convertible Promissory Note (this “Waiver and Amendment”), dated as of January 13, 2021, by and between FirstFire Global Opportunities Fund LLC, a Delaware limited liability company (the “Investor”) and RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company” and, together with the Investor,

January 20, 2021 EX-99.2

WITH RESPECT TO 8% FIXED PROMISSORY NOTE

Exhibit 99.2 WAIVER WITH RESPECT TO 8% FIXED PROMISSORY NOTE This Waiver, dated as of January 13, 2021 (this “Waiver”), is made by White Lion Capital LLC, a Nevada limited liability company (the “Investor”), in favor of RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company” and, together with the Investor, the “Parties”). Capitalized terms used and not defined herein have the respec

January 20, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of in

January 5, 2021 EX-3.1

Sixth Certificate of Amendment of the Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc. (incorporated by reference to the Company’s Current Report on Form 8-K (file no. 1-16467) filed January 5, 2021).

Exhibit 3.1 Sixth Certificate of Amendment of Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc. RespireRx Pharmaceuticals Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Sixth Certificate of Amendment (this “Certificate of Amendment”), which amends its Second Rest

January 5, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of inc

January 5, 2021 EX-99.1

RespireRx Pharmaceuticals Inc. Announces 10 to 1 Reverse Stock Split

Exhibit 99.1 RespireRx Pharmaceuticals Inc. Announces 10 to 1 Reverse Stock Split Glen Rock, N.J., January 5, 2021 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQB: RSPI) (“RespireRx” or the “Company” or “we”), has, on January 4, 2021, filed with the Secretary of State of the State of Delaware a Sixth Certificate of Amendment (the “Amendment”) to its Second Restated Certificate of Incorpora

December 14, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2020 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of i

December 1, 2020 424B3

RespireRx Pharmaceuticals Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-249469 Prospectus Supplement DATED DECEMBER 1, 2020 (to the Prospectus dated October 28, 2020) RespireRx Pharmaceuticals Inc. This Prospectus Supplement No. 2 supplements and amends the final prospectus dated October 28, 2020 (as previously supplemented by Prospectus Supplement No. 1, the “Final Prospectus”) relating to the resale of

December 1, 2020 8-K

Entry into a Material Definitive Agreement

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2020 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of i

November 25, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2020 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

November 25, 2020 EX-3.1

Fifth Certificate of Amendment of the Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc.

Exhibit 3.1 Fifth Certificate of Amendment of Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc. RespireRx Pharmaceuticals Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Fifth Certificate of Amendment (this “Certificate of Amendment”), which amends its Second Rest

November 24, 2020 424B3

RespireRx Pharmaceuticals Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-249469 Prospectus Supplement DATED NOVEMBER 24, 2020 (to the Prospectus dated October 28, 2020) RespireRx Pharmaceuticals Inc. This Prospectus Supplement No. 1 supplements and amends the final prospectus dated October 28, 2020 (the “Final Prospectus”) relating to the resale of up to 115,000,000 shares of our common stock, $0.001 par v

November 23, 2020 10-Q

Quarterly Report -

Proof - form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-16467 RESPIRERX PHARMACEUTICALS INC.

November 16, 2020 NT 10-Q

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NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 1-16467 CUSIP Number: 761227206 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form

November 12, 2020 EX-99.1

RespireRx Pharmaceuticals Inc. Corporate Presentation

Exhibit 99.1

November 12, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 RESPIRERX PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-16467 33-0303583 (State or other jurisdiction of incorporation) (Com

November 12, 2020 EX-99.2

Status of Lead Products Under Development

Exhibit 99.2 RespireRx Pharmaceuticals Inc. Company at a Glance The primary mission of RespireRx Pharmaceuticals is to develop innovative and revolutionary treatments to combat diseases caused by disruption of neuronal signaling. We are developing treatment options that address conditions affecting millions of people, but for which there are few or poor treatment options, including obstructive sle

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