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~~January 618, ~~2023~~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.

OnIndemnification ~~December 6, 2023, RespireRx Pharmaceuticals Inc. (the “Company” or the “Corporation”) entered into an agreement (“Consulting~~ Agreement”) with Ponto Ventures LLC (“Ponto”), pursuant to which Ponto will provide the services of Will Clodfelter (“Clodfelter” or “Consultant”). Clodfelter will be retained by the Company as our Senior Vice President of Business Development. Also on December 6, 2023, the Company entered into an agreement (“7LS Agreement”) with Seven Life Sciences (“7LS”) related to the introduction of Ponto and Consultant to the Company.

~~Consulting~~As discussed 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.

~~Pursuant~~Awards to ~~the~~Officers ~~terms~~and ofDirectors ~~the Consulting Agreement, the parties agreed that Clodfelter will be retained by the Company~~ as ~~the Senior Vice President of Business Development through Ponto on a part-time basis.~~Compensation

~~Consultant’s~~Also ~~duties~~in ~~will~~connection bewith ~~such~~the ~~duties~~appointment of the new director, as ~~are~~described ~~normally~~below, ~~associated~~on ~~with~~January 18, 20224, the ~~position~~Board ofagreed ~~Senior~~that ~~Vice~~Dr. ~~President~~Nasiek ofwas entitled ~~Business~~to ~~Development,~~quarterly ~~working~~compensation for his service as an ~~independent~~a ~~contractor~~director ~~and~~at ~~not~~the asrate anof ~~employee~~$20,000 ~~with~~per anquarter, ~~initial~~earning ~~focus~~the onfull ~~the~~quarter ~~programs~~fee for participation in meetings of ~~ResolutionRx~~the ~~Ltd~~Board ~~(“ResolutionRx”),~~ during the ~~Company’s~~first ~~wholly-owned~~quarter ~~Australian~~of ~~subsidiary~~2024. ~~Consultant~~In ~~will~~addition, ~~collaborate~~Dr. ~~with~~Nasiek ~~Jeff~~is ~~Eliot~~eligible ~~Margolis~~for ~~(“Margolis”),~~bonuses and may also ~~the~~be ~~Company’s~~eligible ~~Senior~~for ~~Vice~~additional ~~President,~~fees ~~Chief~~at ~~Financial~~the ~~Officer,~~discretion ~~Treasurer~~of ~~and~~a ~~Secretary~~majority ~~and~~of ~~together,~~the ~~both~~disinterested ~~will~~members ~~periodically~~of ~~submit~~ the ~~results~~Board, ofincluding ~~their~~but ~~efforts~~not limited to ~~Dr.~~attendance ~~Arnold~~at ~~Lippa,~~Board ~~the~~meetings ~~Interim~~other ~~Chief~~than ~~Executive~~the ~~Officer,~~normal ~~Interim~~quarterly ~~President~~meetings and ~~Chief~~committee ~~Scientific~~membership ~~Officer~~or meeting attendance. The Board may ofmake ~~the~~awards ~~Company~~to Dr. ~~Consultant~~Nasiek ~~will~~under inthe ~~all~~Company’s ~~ways~~2014 Equity, ~~satisfy~~Equity-Linked and Equity Derivative Incentive Plan as well as the ~~requirements~~Company’s 2015 ofStock ~~being~~and anStock ~~independent~~Option ~~contractor~~Plan, as amended.

~~The~~Item ~~Consulting Agreement calls for an initial term of four months during which Consultant’s compensation will be paid on a per hour basis with the Company’s common stock, par value $0~~5.~~001~~02 ~~(“Common~~Departure ~~Stock”) which will be restricted Common Stock or such other form~~ of ~~equity~~Directors or ~~equity-linked~~Certain ~~compensation~~Officers; asElection ~~otherwise~~of ~~agreed~~Directors; inAppointment ~~writing.~~of ~~Shares~~Certain ~~will~~Officers; beCompensatory ~~issued~~Arrangements ~~to Ponto or an appropriate designee~~of asCertain ~~defined in the Consulting Agreement~~Officers.

~~After~~On ~~the~~January ~~initial~~18, ~~term~~2024, ~~unless~~the ~~otherwise~~Company’s ~~terminated~~Board inof ~~accordance~~Directors ~~with~~(“Board”) ~~the~~adopted ~~provisions~~a ofresolution ~~Consulting~~at ~~Agreement,~~a ~~there~~meeting ~~will~~of bethe ~~automatic~~Board ~~extensions~~held by ~~for~~video ~~one-year~~conference ~~periods~~to ~~(each~~invite anDr. ~~“Extension~~Dariusz ~~Term”).~~Nasiek ~~During~~to join the ~~first~~Board ~~Extension~~as ~~Term,~~an oroutside ~~any~~director ~~subsequent~~and ~~Extension~~to ~~Term,~~fill ~~Consultant will~~a bevacancy. ~~paid~~Dr. inNasiek ~~cash,~~subsequently accepted orthe ~~any~~invitation ~~pre-agreed~~and inbecame ~~writing~~an outside member of athe ~~combination~~Board. ofThe ~~cash~~Company ~~and~~has ~~Common~~not ~~Stock,~~yet ~~invoiced~~determined inon USwhich ~~dollars,~~committees ~~monthly~~of the Board Dr. Nasiek will serve.

~~Ponto~~Dr. Nasiek, MD, MBA, is a dedicated anesthesiologist with expertise in anesthesiology and interventional pain management. Dr. Nasiek is orboard atcertified ~~Ponto’s~~by ~~direction,~~the ~~Clodfelter~~American Board of Anesthesiology, ~~will~~the ~~participate~~American atBoard aof ~~minimum~~Pain Medicine and the American Board of ~~20%~~Interventional Pain Physicians. Dr. Nasiek is also a Life Member of the ~~total~~American ~~amount~~Society of Interventional Pain Physicians and a ~~success~~Member ~~bonus~~of asthe ~~described~~International ~~below~~Spine ~~(amounts~~Intervention ~~above~~Society. ~~20%~~He ofhas been a practicing physician for the ~~success~~last ~~bonus~~35 ~~shall~~years. beSince ~~determined~~2006, athe has been the ~~discretion~~Managing Partner of Allied Neurology & Interventional Pain Practice, and since 2008, he has served as the ~~Board~~Director of ~~Directors~~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 ~~Company)~~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.”

InThe ~~the~~information ~~event~~provided ~~Clodfelter is involved~~ in ~~any~~Item ~~substantive~~1.01 ~~way~~under ~~(for example, by way of introduction, negotiation, documentation, participation or otherwise) in~~ the ~~successful~~headings ~~consummation~~“Indemnification ofAgreements” aand ~~strategic~~“Awards ~~transaction resulting in cash proceeds~~ to ~~the~~Officers ~~Company~~and ~~or one of its subsidiaries,~~Director ~~the~~as Company on behalf of itself or the appropriate subsidiary shall create a success bonus pool calculated on a tiered formula calculated on all funds, in the aggregate, received with respect to such transaction, upfront or in milestone payments once received. For clarity, royalties, profit participation or similar funds received will not be funds utilized in the calculation of the bonus. Since all funds may not be received at one time, to determine the “tierCompensation” ~~the~~is ~~funds~~incorporated ~~that~~herein ~~are~~by ~~received shall be aggregated with funds previously received~~reference.

~~The~~Item ~~monthly~~7.01 ~~invoice~~Regulation ~~will~~FD ~~be paid in restricted Common Stock, cash or a pre-agreed combination of cash and Common Stock to Ponto unless assigned in accordance with the terms of the Consulting Agreement~~Disclosure.

The ~~number of shares of Common~~ ~~Stock~~press torelease beannouncing ~~issued~~the toCompany’s ~~satisfy~~newly anelected ~~invoice~~director ~~shall~~is beattached ~~calculated~~ as ~~follows:~~Exhibit 99.1.

i. Determine the US dollar amount to be paid and the measurement date which shall be the business day preceding the issuance date.

ii. Determine the closing prices of the Company’s Common Stock on the highest level exchange or market on which the Company’s Common Stock trades for the 20 trading days on which the stock actually traded that equals the measurement date and the preceding days.

iii. Calculate the simple average of the twenty (20) closing prices.

iv. Divide the amount to be paid by the amount calculated above.

v. Notwithstanding the foregoing, the amount by which Consultant is to be paid shall not be divided by less than $0.0015.

Ponto or Consultant will be entitled to reimbursement of necessary out-of-pocket expenses on a monthly basis with amounts exceeding $500 requiring pre-approval.

Ponto and Consultant will be expected to abide by the Company’s rules and standards applicable to the position of Senior Vice President of Business Development.

At the commencement of the Consulting Agreement and on each renewal or replacement date, the Company shall provide Consultant with proof of purchase of a Directors and Officers Liability insurance policy and an outline of its terms and proof of payment or financing.

The initial term shall be for a period of four (4) months ending on the four-month anniversary of the Consulting Agreement effective date. Extension Terms shall commence automatically for one-year periods after each prior initial term or extension term terminates. The Consulting Agreement may be terminated on thirty (30) days written notice in advance of any extension date.

As a condition of Consultant’s retention, Consultant will be required to sign and comply with a confidentiality and nondisclosure agreement, which among other things, prohibits unauthorized use or disclosure of Company proprietary information.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

7LS Agreement

On December 6, 2023, the Company entered into the 7LS Agreement with Seven Life Sciences related to the introduction of Ponto and Consultant to the Company. Pursuant to the terms of the 7LS Agreement, the Company shall pay a flat fee in US dollars to 7LS during the initial term of the Consulting Agreement and a percentage fee during the first extension period of the Consulting Agreement. There are also certain non-circumvention provisions in the 7LS Agreement.

The foregoing description of the 7LS Agreement does not purport to be complete and is qualified in its entirety by reference to the 7LS Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 7.01. Regulation FD Disclosure.

Press release

The press release dated December 11, 2023 announcing the entry into the Consulting Agreement, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Number of Outstanding Shares of Common Stock

As of December 8, 2023, the Company had 471,741,264 shares of its Common Stock, par value $$0.001 outstanding.

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 Number		Exhibit Description
10.1		Consulting Agreement between RespireRx Pharmaceuticals Inc. and Ponto Ventures LLC dated December 6, 2023
10.2		Agreement between RespireRx Pharmaceuticals Inc. and Seven Life Sciences dated December 6, 2023
99.1		Press release dated December 11, 2023 announcing entry into Consulting Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit Number		Exhibit Description
99.1*		Press Release dated January 22, 2024
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: December 11, 2023	RESPIRERX PHARMACEUTICALS INC.
Date: January 22, 2024	RESPIRERX PHARMACEUTICALS INC.
	(Registrant)
	By:	/s/ Jeff E. Margolis
		Jeff E. Margolis
		SVP, CFO, Secretary and Treasurer

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