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)

(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 7.01 Regulation FD Disclosure.

RespireRx Pharmaceuticals Inc. (the “Company”) issued a press release entitled “RespireRx Pharmaceuticals Inc. CFO and CEO Issue Letter to Stockholders, Stakeholders, Strategic and Potential Strategic Partners and Other Interested Parties.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In the press release attached as Exhibit 99.1, the Company provided an open letter summarizing the current macro-environment affecting its industry sector, the Company’s challenges, the strategies being considered to meet those challenges, its accomplishments during 2024 as well as its 2024 disappointments and the Company’s 2025 goals and plans.

The description above, of the press release, does not purport to be complete and is qualified in its entirety by reference to the full press release attached as Exhibit 99.1.

The press release attached as Exhibit 99.1 includes certain forward-looking information.

The information in this Item 7.01 and the press release attached as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Exhibit Description
99.1*		RespireRx Pharmaceuticals Inc. Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished 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: February 10, 2025	RESPIRERX PHARMACEUTICALS INC.
	(Registrant)

	By:	/s/ Jeff E. Margolis
		Jeff E. Margolis
		SVP, CFO, Secretary and Treasurer

RespireRx Pharmaceuticals Inc. 8-K