Item
7.01 Regulation FD Disclosure.
On
May 1, 2023, ResolutionRx Ltd (“ResolutionRx”), an unlisted public Australian Company (Australian Company Number or ACN:
664 925 651) and a wholly owned subsidiary of RespireRx Pharmaceuticals Inc. (OTC: RSPI) (“RespireRx”) lodged with the Australian
Securities & Investment Commission (“ASIC”), its new Constitution (“Constitution”) establishing, among other
things, Series A Preference Shares (“Series A Preference Shares”). “Lodged” is the term in Australia that
would be the equivalent to the term “filed” in the U.S. ASIC is an independent commission of the Australian
Government that is the Australian national corporate regulator.
Pursuant
to the Constitution, each shareholder, which as of the date of this Current Report on Form 8-K, is only RespireRx, submits to the non-exclusive
jurisdiction of the courts of South Australia, Australia, the Federal Court of Australia, and the courts which may hear appeals from
those courts.
All
officers, directors, registers, seals and agreements that were elected, appointed, maintained, adopted or in effect prior to the date
of the Constitution remain as they were prior to the adoption of this Constitution.
Subject
to the Corporations Act 2001 (Cth), (the “Corporations Act”) the listing rules (“Listing Rules”) of the
ASX Limited or Australian Securities Exchange (collectively, the “ASX”) and the Constitution, the directors may allot
and issue shares of ResolutionRx, or options to acquire shares of ResolutionRx to any person on such terms and with such rights as determined
by the directors.
ResolutionRx
may issue preference shares including:
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(a) |
preference
shares which are, or at the option of ResolutionRx or holder, are liable to be redeemed or convertible into ordinary shares; |
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|
|
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(b) |
preference
shares which are on the terms set out in Schedule 1 to the Constitution (which is the schedule delineating the Series A Preference
Share terms). |
The
Constitution has provisions for the alteration of shares, for example by split or reverse split.
Unless
the terms of a class of shares states otherwise, the rights attaching to a class of shares, to be altered, would require written
consent of at least 75% of the shares issued in that class or by a special resolution passed at a general meeting of the holders of that
class of shares.
With
respect to restricted securities:
ResolutionRx
shall comply in all respects with the requirements of the Listing Rules with respect to restricted securities and certain provisions
delineated in the Constitution apply in relation to securities which are classified as restricted securities by the Listing Rules
or the ASX.
Annual
general meetings must be held in accordance with the Corporations Act. Business may not be transacted at any general meeting unless a
quorum of shareholders is present at the time when the meeting proceeds to business. Two or more shareholders entitled to vote on a resolution
at the meeting constitute a quorum in all cases. In determining whether a quorum is present, each individual attending as a proxy, attorney
or representative is to be counted, except that where a shareholder has appointed more than one proxy, attorney or representative, only
one is to be counted.
Meetings
of directors require a quorum which is two directors.
ResolutionRx
must appoint and may only remove an auditor in accordance with the Corporations Act.
The
Constitution established ResolutionRx’s Series A Preference Shares and Schedule 1 to the Constitution is the ResolutionRx Ltd Certificate
of Designation of Series A Preference Shares Terms.
The
Series A Preference Shares are convertible into ordinary shares on a 1:1 basis, the Australian equivalent of what in the U.S are
referred to as common shares or common stock. The initial conversion price is the issue price. Under certain circumstances the
initial conversion price may be subject to adjustment to establish an adjusted conversion price. The Series A Preference Shares have
a 9% dividend paid in kind. If at the time of approving ResolutionRx’s audited annual statements, the board of directors resolves
that ResoutionRx does not have adequate profits to pay the dividend in full or does not satisfy the requirements of section 254T of the
Corporations Act to pay the dividend in full, holders of the Series A Preference Shares will not be entitled to the dividend for the
relevant fiscal year, and instead, the conversion price will be adjusted to an adjusted conversion price by multiplying the then
conversion price by 1 divided by 1.09. Series A Preference Shares do not have voting rights. Each holder may convert at the holder’s
option, its Series A Preference Shares, inclusive of accrued but unpaid dividends at any time in whole or in part into ordinary
shares (the “Conversion Shares”), by providing ResolutionRx with a notice of conversion. There are also mandatory and
automatic conversion features. Upon the affirmative vote of the holders of a simple majority of the Series A Preference Shares issued
and outstanding, all outstanding Series A Preference Shares, plus all declared, but unpaid, dividends thereon, shall mandatorily be converted
into such number of Conversion Shares determined by dividing the issue price of such Series A Preference Shares (together with the amount
of any declared, but unpaid, dividends thereon) by the conversion price then in effect. All outstanding Series A Preference Shares (together
with the amount of any declared, but unpaid, dividends thereon) shall automatically convert to Conversion Shares on the earlier of the
following dates: (i) listing approval; or (ii) three years from the original issue date; or (iii) immediately prior to
or contemporaneously with completion of the sale of all or substantially all of ResolutionRx’s assets in one transaction
or a series of related transactions. The number of Series A Preference Shares are also subject to adjustment on a broad-based weighted
average basis by the issuance of additional Series A Preference Shares to prevent dilution and ensure an ongoing conversion ratio as
defined in the Certificate of Designation of Series A Preference Shares Terms. The Series A Preference Shares have certain protective
provisions to prevent, without approval in writing of 75% of the holders, among other things, corporate actions that would adversely
alter or change the rights, preferences, powers and privileges of the Series A Preference Shares or alter or amend their terms. The Series
A Preference Shares have certain restrictions on transfer.
The
above summary does not purport to comprise a complete description of the ResolutionRx Constitution or of the Series A Preference
Shares. You are advised to refer to Exhibit 99.1 of this Current Report on Form 8-K for a complete copy of the Constitution with Schedule
1 attached, Schedule 1 being the ResolutionRx Certificate of Designation of Series A Preference Shares Terms.