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~~April 3010, 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.

~~Debt~~Demand ~~Settlement~~Promissory ~~Agreements~~Note and ~~related~~Warrant ~~Amended and Restated Notes~~Agreement

~~Debt Settlement Agreements~~General

On ~~January~~April 3010, 2024, the RespireRx Pharmaceuticals Inc. (“RespireRx” or the “Company”) ~~and~~entered aninto ~~institutional~~a ~~investor~~Demand ~~entered~~Promissory ~~into~~Note ~~three~~and ~~substantially~~Warrant ~~similar~~Agreement ~~debt~~(“Purchase ~~settlement~~Agreement”) ~~agreements~~and issued a demand promissory note (~~individually,~~“Demand ~~each~~Promissory Note”) and a warrant (“~~Debt~~Warrant”) ~~Settlement~~associated with the Purchase Agreement”. ~~and collectively,~~Pursuant to the ~~“Debt~~Purchase ~~Settlement~~Agreement, ~~Agreements~~both RespireRx and the investor (“Investor”) ~~that~~made ~~related~~representations to ~~the~~one ~~assignment~~another ofincluding, ~~three~~but ~~notes~~not ~~held~~limited to representations by ~~Dr.~~RespireRx as ~~James~~to ~~Manuso~~its the good standing, ~~a former~~subject ~~Chief~~to ~~Executive~~any ~~Officer~~Delaware Franchise Tax that may remain due and apayable ~~former~~as ~~President~~of the date of the ~~Company~~Purchase Agreement, ~~(“Former~~the ~~Officer~~authority ~~Notes”)~~and toenforceability of the ~~institutional~~Purchase ~~investor~~Agreement, ~~which~~ ~~Former~~non-contravention, ~~Officer~~litigation, ~~Notes~~title, inintellectual property, and debt for borrowed money and representations by the ~~aggregate~~Investor including, ~~inclusive~~but not limited to the nature of ~~principal~~the ~~and~~arrangement ~~accrued~~being ~~unpaid~~a binding obligation, asthat ofthe ~~September~~Investor 30had been advised that the securities have not been registered under the Securities Act of 1933, ~~2023~~as amended (the “Securities Act”) or any state laws, ~~totaled~~that ~~$242~~the Investor understands that there are restrictions on transfer,~~628~~ that the Investor has sufficient knowledge of financial and ~~which~~business ~~continued~~matters toand ~~accrue~~that ~~interest~~the ~~through~~Investor ~~January~~is ~~30,~~an ~~2024~~accredited investor as defined in Rule 501 of Regulation D under the Securities Act. The ~~Debt~~forms ~~Settlement~~of ~~Agreements~~the ~~occurred~~Demand onPromissory Note and the ~~same~~Warrant ~~date~~are ~~that~~Exhibits ~~Dr.~~A ~~Manuso assigned~~and ~~his~~Exhibits ~~notes~~B to the ~~institutional~~Purchase ~~investor~~Agreement.

The ~~Debt~~Demand ~~Settlement~~Promissory ~~Agreements~~Note ~~were~~accrues ~~related~~interest at the rate of 10% per annum based on a 365/366 day year, as applicable. Principal and interest are payable on demand of the lender (“Lender”). Accrued unpaid interest is added to principal at the ~~Former~~end ~~Officer~~of ~~Notes~~the ~~with~~year that anprincipal ~~aggregate~~is ~~original~~unpaid. Payments are applied first to interest and then principal. ~~amount~~To secure its obligations under the Note and to induce the Lender to extend the loan (“Loan”) to RespireRx (“Borrower”), the Borrower granted, a security interest in and to, all of ~~$127~~such Borrower’s right,~~600~~ title and interest in and to all of the property identified in the Note, provided, that to the extent that any of the Collateral is subject, prior to the date of the Borrower’s Note to a security interest in favor of a third party and the agreement with such third party expressly prohibits any grant of a security interest therein, the Borrower will not be deemed to have a security interest in such Collateral only for so long as such prohibition continues. The terms of the Purchase Agreement and the Warrant are governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. The terms of the Note are governed by the laws of the State of Delaware, excluding rules related to conflicts of laws.

~~Each~~The Warrant is exercisable in whole or in part at any time from the issuance date (April 10, 2024) to the expiration date which is five years from the initial exercise date. The exercise price is $0.0015 per share of RespireRx’s common stock, par value $0.001 (“Common Stock”). The Warrant may be exercised by cashless exercise in accordance with a formula described in the ~~Debt~~Warrant. ~~Settlement~~The ~~Agreements~~number ~~related~~of shares of Common Stock into which the Warrant may exercise and the exercise price may be adjusted for capital reorganizations or reclassifications such as stock splits, reverse stock splits, stock dividends and similar capital reorganizations or reclassifications. The Warrant and the shares of Common Stock into which the Warrant may be exercised are subject to ~~one~~transfer ~~Former~~restrictions. ~~Officer~~Certain ~~Note~~representations were made by the Warrant holder.

~~The~~Dariusz ~~Debt~~Nasiek ~~Settlement~~and ~~Agreements~~Sara ~~are~~Nasiek, ~~summarized in the table below:~~JTTEN

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 Purchase Agreement is with the Dariusz Nasiek and Sara Nasiek, JTTEN and identified a $100,000.00 loan in the form of a Demand Promissory Note and a Warrant exercisable into 33,333,333 shares of RespireRx Common Stock. Dariusz Nasiek is a member of the Board of Directors of the Company.

The ~~holder~~above ~~(“Holder”)~~is ~~will~~a ~~forgive~~summary ~~any~~of ~~remaining~~what ~~accrued~~the ~~interest~~Company believes are key the provisions of the Purchase Agreement, ~~penalties~~the Demand Promissory Note and the ~~defaults~~Warrant. A copy of the entirety of each is filed as Exhibits 10.1-10.3 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 copy of the Purchase Agreement, the Demand Promissory Note and the Warrant between Dariusz Nasiek and Sara Nasiek, JTTEN and RespireRx Pharmaceuticals Inc. dated April 10, 2024 filed as Exhibits 10.1-10.3 to such report.

The Holder will renounce its rights to any collateral related to the Former Officer Notes.

No additional consideration will be paid by the Holder, RespireRx, or any third party with respect to the transactions associated with each Debt Settlement Agreement.

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 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
10.1*		~~Debt~~RespireRx ~~Settlement~~Demand ~~Agreement~~Promissory inNote ~~the~~and ~~amount~~Warrant ofPurchase ~~$85,500~~Agreement ~~dated~~with ~~January~~Dariusz ~~30,~~Nasiek ~~2024~~and ~~related~~Sara toNasiek ~~Former Officer Noted~~ dated onApril ~~or about February 2~~10, ~~2016~~2024
10.2*		~~Debt~~RespireRx-Dariusz ~~Settlement~~Nasiek ~~Agreement~~and inSara ~~the amount of $40~~Nasiek,~~500~~ ~~dated~~JTTEN ~~January~~Demand ~~30,~~Promissory ~~2024~~Note ~~related to Former Officer Noted~~ dated onApril ~~or about September 22~~10, ~~2016~~2024
10.3*		~~Debt~~RespireRx-Dariusz ~~Settlement~~Nasiek ~~Agreement~~and inSara ~~the amount of $54~~Nasiek,~~000~~ ~~dated~~JTTEN ~~January~~Warrant ~~30, 2024 related to Former Officer Noted~~ dated ~~on or about~~ April 10, ~~2018~~2024
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)

* 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: February 2, 2024	RESPIRERX PHARMACEUTICALS INC.
Date: April 16, 2024	RESPIRERX PHARMACEUTICALS INC.
	(Registrant)
	By:	/s/ Jeff E. Margolis
		Jeff E. Margolis
		SVP, CFO, Secretary and Treasurer

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