RESPIRERX PHARMACEUTICALS INC. : entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unrecorded sale of equity securities, financial statements and supporting documents (Form 8 -K)

Item 1.01 Conclusion of a Material Definitive Agreement.

Securities purchase contract with EMA Financial, LLC

At March 31, 2021 (the “Effective Date”), RespireRx Pharmaceuticals Inc. (the “Company”) and EMA Financial, LLC (the “Lender”) has entered into a securities purchase agreement (the “SPA”) under which the Lender has provided an amount of
$ 100,000 (the “Consideration”) to the Company, in exchange for a convertible promissory note (the “Note” with a face value of $ 112,500 (of which the difference in value compared to the counterparty is due to an initial issue discount of
$ 12,500), and a common share subscription warrant (the “Warrants”) exercisable for five years at an exercise price of $ 0.02 per share in cash or cashless, to purchase up to 2,400,000 ordinary shares of the Company, par value
$ 0.001 (“Ordinary actions”). In addition, and to induce the Lender to enter into the SPA, the Company and the Lender have entered into a Piggyback Registration Rights Agreement (the “Registration Rights Agreement”) under which the Company has agreed to provide certain Piggyback registration rights under the Securities Act of 1933, as amended (the “1933 Act”) with respect to common shares issuable under the SPA. The net proceeds of the consideration, which was received by the Company on April 1, 2021, were used for general corporate purposes, and equaled $ 96,750 after payment of $ 2,750 in the lender’s legal fees and the lender’s withholding of $ 500 in diligence costs.

The ticket obliges the Company to pay by March 31, 2022 (the “Maturity Date”) a capital of $ 112,500 plus interest at a rate equal to 10% per year, and the first twelve months of interest, equal to $ 11,250, is guaranteed and earned in full on the effective date. Any amount of principal or interest that is not paid by the due date would bear interest at the rate of 24% from the due date until the date on which it is paid.

The Lender has the right at its discretion at any time to convert any outstanding and unpaid amount of the Note into common stock, provided that the conversion does not result in the Lender beneficial ownership of more than 4.99% of the company’s assets then Common shares outstanding. The Lender may convert at a conversion price per share equal to $ 0.02, subject to equitable adjustments for stock splits, stock dividends, consolidations, recapitalizations, extraordinary distributions and similar events. Upon any conversion, all rights relating to the portion of the Note so converted will cease, except for the right to receive ordinary shares or other securities, cash or other assets as provided for in the Note.

The Company may, in the absence of an event of default (as defined in the Note), and with written notice to the Lender, prepay the amount of principal outstanding under the Note during the Initial Term of 180 days following the effective date by making a payment to the Lender in cash equal to 115% of the outstanding principal, interest, default interest and other amounts due. In certain circumstances, including the occurrence of an event of default, a sale, merger or other business combination of which the Company is not the survivor, or the assignment or disposition of all or substantially all of the -total of the Company’s assets, the Company may be required to prepay in cash an amount equal to 125% of the principal unpaid, interest, default interest and other amounts due. The wholly owned subsidiary of the Company, Pier Pharmaceuticals, Inc., has provided an unlimited guarantee of the Company’s obligations under the Note.

The Note requires the Company to reserve the greater of (i) 26,602,500 Common Shares or (ii) three times the number of Shares into which the Note can be converted. The Warrant also requires the Company to reserve three times the number of shares against which the Warrant can be exercised at any time.

The SPA includes, among other things: (1) the granting of an option to the lender to incorporate in the note all the conditions applicable to a subsequent issue of a convertible note or a security by the Company which are more advantageous for an investor that the conditions of the SPA and the note are to the lender; and (2) certain listing rights by reference to the listing rights agreement, and the right to have common shares issued in connection with the conversion of the note or the exercise of the warrant included in any settlement offer statement A that the Company files with the Security and Trade Commission.

The Note, Warrant and Common Shares issuable upon conversion or exercise, as the case may be, have been offered and sold to the Lender on the basis of specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4 (a) (2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D promulgated under of it. In accordance with these exemptions, the Lender has declared to the Company under the SPA, among other declarations, that it is an “accredited investor” as that term is defined in Rule 501 (a) of Regulation D under Law of 1933.

The descriptions of the SPA, the Registration Rights Agreement, the Ticket and the Warrants do not purport to be complete and are qualified in their entirety by reference to the SPA, the Registration Rights Agreement, the Ticket and the Voucher. subscription, which are included as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, of this current report on Form 8-K and are incorporated herein by reference.

Extension of the royalty obligation under the 2014 license agreement with the Board of directors of University of Illinois at Chicago

The Company is a party to the Exclusive License Agreement, dated June 27, 2014, with the Board of directors of University of Illinois (the “University”), previously filed as Exhibit 10.1 of the Company’s current report on Form 8-K filed on July 1, 2014 (the “License Agreement”).

At March 30, 2021, in response to the Company’s request for an extension of the deadline for the payment of its annual royalties under the License Agreement, the University has informed the Company that it is extending the deadline for the Company to complete the payment of its annual royalties of
$ 100,000, subject to a 25 $ credit to April 19, 2021. The bond was paid in full on April 1, 2021.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 2.03.

Item 3.02 Unrecorded Sales of Equity securities.

The information provided in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 3.02.

Item 9.01 Financial statements and supporting documents

(d) Exhibits.



Exhibit No.   Exhibit Description
99.1            Securities Purchase Agreement, dated March 31, 2021, between
              RespireRx Pharmaceuticals Inc. and EMA Financial, LLC.
99.2            Piggy-Back Registration Rights Agreement, dated March 31, 2021,
              between RespireRx Pharmaceuticals Inc. and EMA Financial, LLC.
99.3            10% Convertible Note, dated March 31, 2021.
99.4            Common Stock Purchase Warrant, dated March 31, 2021.

In accordance with the requirements of the Securities Exchange Act of 1934, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.

Dated: April 5, 2021 RESPIRERX PHARMACEUTICALS INC.

                    (Registrant)

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

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