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 1830, 2024

RESPIRERX PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-16467

33-0303583

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S Employer

Identification No.)

126 Valley Road, Suite C

Glen Rock, New Jersey

07452

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 444-4947

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Indemnification~~Debt ~~Agreement~~Settlement Agreements and related Amended and Restated Notes

AsDebt ~~discussed~~Settlement in more detail below, on January 18, 2024, the Board of Directors (the “Board”) of RespireRx Pharmaceuticals Inc. (the “Company”) appointed a new director, Dariusz Nasiek to the Board who is considered to be an outside director. The appointment was to fill a vacancy on the Board. In connection with the appointment and in conformity with its corporate policy of indemnifying all directors and officers, the Board also agreed to enter into an indemnification agreement with Dr. Nasiek substantially in the form applicable to all other directors and officers of the Company, namely, each existing director of the Company, Arnold S. Lippa and Jeff E. Margolis, both of whom are also officers of the Company and Joseph Siegelbaum who is an outside director and with the new director, Dariusz Nasiek, also an outside director (each director and/or officer, an “Indemnitee”). The Company will indemnify each Indemnitee when such Indemnitee is a party or threatened to become a party, by virtue of being a director or officer of the Company, from the costs and expenses, fines and certain other amounts in connection with certain proceedings, including proceedings in the right of the Company, so long as such Indemnitee acted in good faith and reasonably believed that such actions were not opposed to the best interests of the Company, as determined (i) by members of the Board of the Company not parties to such proceedings, (ii) by independent counsel if a quorum of disinterested directors is not available or so directs, or (iii) by a majority vote of stockholders of the Company, exclusive of any Indemnitee claiming indemnification who is also a stockholder of the Company, who shall not vote. The indemnifications provided by the form of Indemnification Agreement or any other indemnification pursuant to the Certificate of Incorporation or By-Laws are not exclusive of any other remedies that an Indemnitee may have.Agreements

~~Awards~~On January 30, 2024, RespireRx Pharmaceuticals Inc. (“RespireRx” or the “Company” and an institutional investor entered into three substantially similar debt settlement agreements (individually, each a “Debt Settlement Agreement” and collectively, the “Debt Settlement Agreements”) that related to ~~Officers~~the assignment of three notes held by Dr. James Manuso, a former Chief Executive Officer and ~~Directors~~a former President of the Company (“Former Officer Notes”) to the institutional investor, which Former Officer Notes, in the aggregate, inclusive of principal and accrued unpaid, as ~~Compensation~~of September 30, 2023, totaled $242,628 and which continued to accrue interest through January 30, 2024. The Debt Settlement Agreements occurred on the same date that Dr. Manuso assigned his notes to the institutional investor.

~~Also~~The inDebt ~~connection~~Settlement ~~with~~Agreements ~~the~~were ~~appointment~~related ofto the ~~new~~Former ~~director,~~Officer asNotes ~~described~~with ~~below,~~an onaggregate ~~January~~original ~~18,~~principal ~~20224,~~amount ~~the Board agreed that Dr. Nasiek was entitled to quarterly compensation for his service as a director at the rate~~ of $20127,~~000 per quarter, earning the full quarter fee for participation in meetings of the Board during the first quarter of 2024~~600. In addition, Dr. Nasiek is eligible for bonuses and may also be eligible for additional fees at the discretion of a majority of the disinterested members of the Board, including but not limited to attendance at Board meetings other than the normal quarterly meetings and committee membership or meeting attendance. The Board may make awards to Dr. Nasiek under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan as well as the Company’s 2015 Stock and Stock Option Plan, as amended.

~~Item~~Each ~~5.02 Departure~~ of ~~Directors~~the orDebt ~~Certain~~Settlement ~~Officers;~~Agreements ~~Election~~related ofto ~~Directors;~~one ~~Appointment~~Former ofOfficer ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Note.

OnThe ~~January~~Debt ~~18,~~Settlement ~~2024,~~Agreements ~~the~~are ~~Company’s~~summarized ~~Board~~in ~~of Directors (“Board”) adopted a resolution at a meeting of~~ the ~~Board~~table held by video conference to invite Dr. Dariusz Nasiek to join the Board as an outside director and to fill a vacancy. Dr. Nasiek subsequently accepted the invitation and became an outside member of the Board. The Company has not yet determined on which committees of the Board Dr. Nasiek will serve.below:

Dr. Nasiek, MD, MBA, is a dedicated anesthesiologist with expertise in anesthesiology and interventional pain management. Dr. Nasiek is board certified by the American Board of Anesthesiology, the American Board of Pain Medicine and the American Board of Interventional Pain Physicians. Dr. Nasiek is also a Life Member of the American Society of Interventional Pain Physicians and a Member of the International Spine Intervention Society. He has been a practicing physician for the last 35 years. Since 2006, he has been the Managing Partner of Allied Neurology & Interventional Pain Practice, and since 2008, he has served as the Director of Anesthesiology at Hackensack Surgery Center. Dr. Nasiek is a leader specializing in non-surgical options for the treatment of spinal and non-spinal pain and is a pioneer in the use of innovative techniques in the cervical, thoracic and lumbar spine. His forward-looking approaches to pain management, regenerative medicine and tissue healing are described in the new 2nd Edition of his book entitled, “PRP, Platelet Rich Plasma: A New Paradigm in Regenerative Medicine.”

Date of Former Officer Note (on or about)	Original Principal Amount		Amended and Restated Convertible Note included Principal		Amended and Restated Convertible Note included Interest		Total of Amended and Restated Convertible Note dated January 30, 2024, due January 30, 2025

February 2, 2016	$	52,600	$	52,600	$	32,900	$	85,500
September 22, 2016	$	25,000	$	25,000	$	15,500	$	40,500
April 10, 2018	$	50,000	$	50,000	$	4,000	$	54,000

Total	$	127,600	$	127,600	$	52,400	$	180,000

The ~~information~~holder ~~provided in Item 1.01 under the headings~~ (“~~Indemnification Agreements~~Holder”) ~~and~~will ~~“Awards~~forgive toany ~~Officers~~remaining ~~and~~accrued ~~Director as~~interest, ~~Compensation”~~penalties isand ~~incorporated herein by reference~~defaults.

~~Item~~The ~~7.01~~Holder ~~Regulation~~will FDrenounce ~~Disclosure~~its rights to any collateral related to the Former Officer Notes.

~~The~~No ~~press~~additional ~~release~~consideration ~~announcing~~will be paid by the ~~Company’s~~Holder, ~~newly~~RespireRx, ~~elected~~or ~~director~~any isthird ~~attached~~party aswith ~~Exhibit~~respect 99to the transactions associated with each Debt Settlement Agreement.1.

Amended and Restated Convertible Notes

On January 30, 2024, the Company entered into three substantially similar Amended and Restated Convertible Notes (each an “Amended and Restated Note” and collectively, the “Amended and Restated Notes”) that replaced in the entirety, the Former Officer Notes. The issue date and the maturity date of each Amended and Restated Note are January 30, 2024 and January 30, 2025, respectively. The Amended and Restated Notes amend and restate each of the Former Officer Notes it their entirety and releases and removes any collateral, lien, security or other interests in such notes. The Amended and Restated Notes are the same in all material respects except as to amounts of each Amended and Restated Note and the reference to which Former Officer Note each amends and restates.

The amount of each Amended and Restated Note and the aggregate amount of all such notes appears in the table above.

Each of the Amended and Restated Notes contains a restrictive legend indicating that the note and the shares into which the Amended and Restated Note may convert have not been registered under the Securities Act of 1933 (the “Act”), as amended, or any state securities laws. The Amended and Restated Notes and the shares into which they may convert may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement under the Act and any applicable state securities laws or an opinion of counsel (which counsel shall be selected by Holder), in a generally acceptable form that registration is not required under the Act.

The coupon interest rate of each of the Amended and Restated Notes is zero percent (0%).

Payment of the aggregate principal amount outstanding under the Amended and Restated Notes together with all accrued interest thereon shall be made on the Maturity Date if not earlier paid.

The Amended and Restated Notes have an optional conversion feature pursuant to which the Holder has the right, but not the obligation, at any time until the maturity date, or thereafter in the event of default, as defined in each Amended and Restated Note, to convert all or any portion of the principal amount, accrued interest and fees due and payable into fully paid and nonassessable shares of the Company’s common stock (“Common Stock”), par value $0.001 at the conversion price of $0.0015 per share of Common Stock. The conversion price shall be subject to adjustment only for splits, reverse splits, Common Stock dividends and similar recapitalizations, but shall not be subject to any other anti-dilution protections, including but not limited to dilution due to financings. The Amended and Restated Notes also contain “blocker provisions” prohibiting, with certain exceptions, the Holder from converting an amount that would result in ownership in excess of 4.99% of the outstanding shares of Common Stock of the Company. RespireRx has represented that upon issuance, the shares issued upon conversion will be duly and validly issued, fully paid and non-assessable. The Company is also required to reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the conversion shares which initially shall be an aggregate of 120,000,000 shares of Common Stock. The Amended and Restated Notes describe a number of events of default. In the case of a default, the interest rate shall automatically be raised to 18% per annum, effective as of the date of default and conversion privileges shall remain in effect. A default amount equal to 25% of the then outstanding principal plus accrued but unpaid interest, including any default interest and all other fees then remaining unpaid and all other amounts payable is then to be added to the total amount outstanding.

The Amended and Restated Notes shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

The above are summaries of what the Company believes are the key provisions of the Debt Settlement Agreements and the Amended and Restated Notes. A copy of the entirety of each is filed as Exhibits 10.1-10.6 to this Current Report on Form 8-K. The above summary is qualified in its entirety by this Current Report on Form 8-K including the copies of the Debt Settlement Agreements and the Amended and Restated Notes between RespireRx Pharmaceuticals Inc. and the institutional investor dated January 30, 2024 filed as Exhibits 10.1-10.6 to such report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

A list of exhibits that are ~~furnished and~~ filed as part of this report is set forth in the Exhibit Index, which follows, and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number		Exhibit Description
99.1*		Press Release dated January 22, 2024
10.1*		Debt Settlement Agreement in the amount of $85,500 dated January 30, 2024 related to Former Officer Noted dated on or about February 2, 2016
10.2*		Debt Settlement Agreement in the amount of $40,500 dated January 30, 2024 related to Former Officer Noted dated on or about September 22, 2016
10.3*		Debt Settlement Agreement in the amount of $54,000 dated January 30, 2024 related to Former Officer Noted dated on or about April 10, 2018
10.4*		Amended and Restated Convertible Note due January 30, 2025 in the amount of $85,500 between RespireRx Pharmaceuticals Inc. and one Institutional Investor
10.5*		Amended and Restated Convertible Note due January 30, 2025 in the amount of $40,500 between RespireRx Pharmaceuticals Inc. and one Institutional Investor
10.6*		Amended and Restated Convertible Note due January 30, 2025 in the amount of $54,000 between RespireRx Pharmaceuticals Inc. and one Institutional Investor
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* ~~Furnished~~Filed herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2024	RESPIRERX PHARMACEUTICALS INC.
Date: February 2, 2024	RESPIRERX PHARMACEUTICALS INC.
	(Registrant)
	By:	/s/ Jeff E. Margolis
		Jeff E. Margolis
		SVP, CFO, Secretary and Treasurer

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