Current Report Filing (8-k)
2019年5月1日 - 5:10AM
Edgar (US Regulatory)
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 24, 2019
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S
Employer
Identification
No.)
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126
Valley Road, Suite C
Glen
Rock, New Jersey
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07452
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(Address of principal
executive offices)
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(Zip Code)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
On
April 24, 2019, RespireRx Pharmaceuticals Inc. (the “Company”) and Power Up Lending Group Ltd. (the “Lender”)
entered into a Securities Purchase Agreement (the “SPA”) by which the Lender loaned $58,500 to the Company in return
for a convertible promissory note (the “Note”), the Limited Guaranty (as defined below), and the delivery into escrow
a confession of judgment in favor of the Lender for the amount of the Note plus fees and costs to be filed by the Lender upon
the occurrence of an Event of Default (as defined in the Note). The proceeds of the loan, which equal $55,000 after payment
of $1,000 in due diligence fees and $2,500 in legal fees, will be used for general corporate purposes.
The
Note will be payable on April 24, 2020 (the “Maturity Date”), and bear interest at a rate equal to 12% per
annum, with any amount of principal or interest which is not paid when due bearing interest at the rate of 22% per annum.
The
Lender has the right, at any time during the period beginning on the date that is 180 days following the date of the Note and
ending on the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in the Note), to convert
any outstanding and unpaid amount of the Note into shares of the Company’s common stock or securities convertible into the
Company’s common stock, provided that such conversion would not result in the Lender beneficially owning more than 4.99%
of the Company’s common stock. Upon such conversion, the Note would be deemed repaid and terminated.
In
consideration of and to induce the Lender to consummate the transaction referenced herein, Jeff E. Margolis, the Chief Financial
Officer of the Company (the “CFO”), on April 25, 2019 issued a limited guaranty in favor of the Lender (the “Limited
Guaranty”) whereby the CFO guaranteed to the Lender the prompt and full performance and observance by the Company of its
obligation to promptly cooperate in processing all notices of conversions issued pursuant to the Note.
The
descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the
SPA and the Note, which are included as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
A
list of exhibits that are filed as part of this report is set forth in the Exhibit Index, which is presented elsewhere in this
document, and is incorporated herein by reference.
EXHIBIT
INDEX
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: April 30, 2019
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RESPIRERX
PHARMACEUTICALS INC.
(Registrant)
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By:
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/s/ Jeff E. Margolis
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Jeff
E. Margolis
SVP,
CFO, Secretary and Treasurer
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RespireRx Pharmaceuticals (PK) (USOTC:RSPI)
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