Stockholders' Deficiency | 6. Stockholders’ Deficiency Preferred Stock RespireRx has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2020 and December 31, 2019, 1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock (non-voting, “9% Preferred Stock”); 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”); 205,000 shares were designated as Series A Junior Participating Preferred Stock (non-voting, “Series A Junior Participating Preferred Stock”); and 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. Accordingly, as of March 31, 2020 and December 31, 2019, 3,505,800 shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. Series B Preferred Stock outstanding as of March 31, 2020 and 2019 consisted of 37,500 shares issued in a May 1991 private placement. Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. As of March 31, 2020 and December 31, 2019, the shares of Series B Preferred Stock outstanding are convertible into 11 shares of common stock. RespireRx may redeem the Series B Preferred Stock for $25,001, equivalent to $0.6667 per share, an amount equal to its liquidation preference, at any time upon 30 days prior notice. Common Stock There were 33,693,853 shares of RespireRx’s Common Stock outstanding as of March 31, 2020. As of March 31, 2020, RespireRx did not have enough authorized shares to reserve for all conversions of convertible debt as well as common stock purchase options and warrants exercises. Assuming everything had been reserved, there would have been no shares of RespireRx’s common stock available for future issuances. On March 21, 2020, the Board of Directors resolved to increase the authorized shares of common stock from 65,000,000 to 1,000,000,000 (1 billion) subject to approval by a majority of the stockholders of RespireRx, which approval was obtained on March 22, 2020 pursuant to a written consent of holders of a majority of the voting stock of the corporation (RespireRx) taken without a meeting, and appropriate notification of all shareholders and subject to the authorized officers making the appropriate filings with the Secretary of State of the State of Delaware. The increased authorized number of shares of common stock became effective on April 30, 2020 when RespireRx filed the Fourth Certificate of Amendment of Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc. with the Secretary of State of the State of Delaware increasing the authorized number of shares of RespireRx’s common stock that may be issued to 1,000,000,000 (1 billion) shares. The amounts in the table below would have been reserved as of March 31, 2020 had there been adequate authorized but unissued shares of common stock. Since the increase in authorized shares of common stock, an appropriate number of shares of common stock have been reserved for each of the items specified in the table below. Reserved for the conversion, exercise or issuance of: Number of shares to have been reserved as of March 31, 2020 Series B Preferred 11 Conversion of convertible notes 80,144,609 Exercise of warrants 2,191,043 Exercise of options 4,286,071 Issuances of shares or option pursuant to the 2014 Plan 63,236 Issuances of shares or option pursuant to the 2015 Plan 4,427,342 Pier contingent shares 6,497 Total 91,118,809 Common Stock Warrants Information with respect to the issuance and exercise of common stock purchase warrants in connection with the Convertible Note Payable and Warrant Purchase Agreement, and Notes Payable to Officers, is provided at Note 4. A summary of warrant activity for the three-months ended March 31, 2020 is presented below. Number of Weighted Weighted Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 Issued - - Expired - - Warrants outstanding at March 31, 2020 2,191,043 $ 1,87109 2.40 Warrants exercisable at March 31, 2020 2,191,043 $ 1,87109 2.40 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2020: Exercise Price Warrants Warrants Expiration Date $ 0.5000 175,000 175,000 October 22, 2024 $ 0.5000 150,000 150,000 August 19, 2024 $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8000 September 20, 2022 $ 4.8750 108,594 108,594 September 30, 2020 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 2,191,043 2,191,043 Based on a value of $0.0115 per share on March 31, 2020, there were no exercisable in-the-money common stock warrants as of March 31, 2020. A summary of warrant activity for the three-months ended March 31, 2019 is presented below. Number of Weighted Weighted Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 Issued 110,000 1.50000 Expired (18,401 ) 5.71706 Warrants outstanding at March 31, 2019 1,874,828 $ 2.12815 2.96 Warrants exercisable at March 31, 2019 1,874,828 $ 2.12815 2.96 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2019: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.0000 916,217 916,217 September 20, 2022 $ 1.2870 41,002 41,002 April 17, 2019 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8000 September 20, 2022 $ 4.8500 5,155 5,155 September 23, 2019 $ 4.8750 108,594 108,594 September 30, 2020 $ 5.0000 5,000 5,000 September 22, 2019 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 1,874, 828 1,874,828 Based on a value of $0.85000 per share on March 31, 2019, there was no intrinsic value of exercisable in-the-money common stock warrants as of March 31, 2019. Stock Options On March 18, 2014, the stockholders of RespireRx holding a majority of the votes to be cast on the issue approved the adoption of RespireRx’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”), which had been previously adopted by the Board of Directors, subject to stockholder approval. The Plan permits the grant of options and restricted stock with respect to up to 325,025 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). The 2015 Plan initially provided for, among other things, the issuance of either or any combination of restricted shares of common stock and non-qualified stock options to purchase up to 461,538 shares of the Company’s common stock for periods up to ten years to management, members of the Board of Directors, consultants and advisors. On August 18, 2015, March 31, 2016, January 17, 2017, December 9, 2017 the Board increased the number of shares that may be issued under the 2015 Plan, and on December 28, 2018, the Board of Directors further increased the number of shares that may be issued under the 2015 Plan to 8,985,260 shares of the Company’s common stock. As of March 31, 2020, there were 8,985,260 shares that may be issued under the 2015 Plan. On May 5, 2020 the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 58,985,260. The Company has not and does not intend to present the 2015 Plan to stockholders for approval. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by these amendments noted above. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3. A summary of stock option activity for the three-months ended March 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Expired (1,538 ) 16.6400 - Options outstanding at March 31, 2020 4,286,071 $ 3.3750 4.73 Options exercisable at December 31, 2019 4,287,609 $ 3.3789 4.98 Options exercisable at March 31, 2020 4,286,071 $ 3.3750 4.73 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2019: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.6875 89,686 89,686 June 30, 2020 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,286,071 4,286,071 There was no deferred compensation expense for the outstanding and unvested stock options at March 31, 2020. Based on a fair value of $0.0115 per share on March 31, 2020, there were no exercisable in-the-money common stock options as of March 31, 2020. Reserved and Unreserved Shares of Common Stock On January 17, 2017, the Board of Directors of the Company approved the adoption of an amendment of the Amended and Restated RespireRx Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). That amendment increases the shares issuable under the plan by 1,500,000, from 1,538,461 to 3,038,461. On December 9, 2017, the Board of Directors further amended the 2015 Plan to increase the number of shares that may be issued under the 2015 Plan to 6,985,260 shares of the Company’s common stock. On December 28, 2018, the Board of Directors further amended the 2015 Plan to increase the number of shares that may be issued under the 2015 Plan to 8,985,260 shares of the Company’s common stock. On May 5, 2020 the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 58,985,260. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by these amendments noted above. At March 31, 2020, RespireRx had 65,000,000 shares of common stock authorized and 33,693,853 shares of common stock issued and outstanding. See Note 6. Stockholders’ Deficiency – Common Stock, above for a more detailed description of reserved and unreserved shares of common stock. |