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, 2021 and December 31, 2020, 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”). Series B Preferred Stock outstanding as of March 31, 2021 and 2020 consisted of 37,500 shares issued in a May 1991 private placement. The shares of Series B Preferred Stock are convertible into 1 share of common stock. RespireRx may redeem the Series B Preferred Stock for $25,001 at any time upon 30 days prior notice. Although other series of preferred stock have been designated, no other shares of preferred stock are outstanding. As of March 31, 2021 and December 31, 2020, 3,504,424.1552578 shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. Common Stock RespireRx has authorized 2,000,000,000 (2 billion) shares of Common Stock, par value $0.001 (“Common Stock”). There are 89,496,596 shares of the Company’s Common Stock outstanding as of March 31, 2021. After reserving for conversions of convertible debt and convertible preferred stock, as well as exercises of common stock purchase options (granted and available for grant within the 2014 and 2015 stock and stock option plans) and warrants and the issuance of Pier contingent shares and before accounting for incremental contract excess reserves, there were 1,859,151,502 shares of the Company’s Common Stock available for future issuances as of March 31, 2021. After accounting for incremental excess reserves contractually required by the various convertible notes and certain warrants, there were 1,817,007,866, shares of common stock available for future issuances as of March 31, 2021. No warrants or options were exercised after March 31, 2021. See Note 9. Subsequent Events in the notes to our condensed consolidated financial statements as of March 31, 2021. 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, 2021 is presented below. Number of Weighted Weighted Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 Issued - - Expired (8,595 ) 79.3000 Warrants outstanding at March 31, 2021 28,800,757 $ 0.1292 2.39 Warrants exercisable at March 31, 2020 219,104 18.711 2.40 Warrants exercisable at March 31, 2021 28,800,757 $ 0.1292 2.39 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2021: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.070 26,439,926 26,439,926 September 30, 2023 $ 11.00 -27.50 148,331 148,331 December 31, 2021-December 30, 2023 28,800,757 28,800,757 Based on a value of $0.045 per share on March 31, 2021, there were 2,212,500 exercisable in-the-money common stock warrants as of March 31, 2021. 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 219,104 $ 18.7109 Issued - - Expired - - Warrants outstanding at March 31, 2020 219,104 $ 18.7109 2.40 Warrants exercisable at March 31, 2020 219,104 $ 18.7109 2.40 The exercise prices of common stock warrants outstanding and exercisable at March 31, 2020 ranged from $5.00 to $79.30 with respect to warrants exercisable into an aggregate of 219,104 shares which warrants expired or will expire between February 28, 2021 and October 22, 2024. Based on a value of $0.115 per share on March 31, 2020, there were no exercisable in-the-money common stock warrants as of March 31, 2020. 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 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”). As of March 31, 2021, there are 8,756,559 shares available in the 2015 Plan. The Company has not and does not intend to present the 2015 Plan to stockholders for approval. 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, 2021 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2020 7,165,215 $ 1.96 4.98 Expired (52,308 ) 73.78 - Options outstanding at March 31, 2021 7,112,907 $ 1.43 4.38 Options exercisable at March 31, 2021 6,912,907 $ 1.47 4.38 The exercise prices of common stock options outstanding and exercisable were as follows at March 31, 2021: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0540 1,700,000 1,500,000 September 30, 2025 $ 0.072 5,050,000 5,050,000 July 31, 2025 $ 7.00-$195.00 362,907 362,907 September 12, 2021 - December 9, 2027 7,112,907 6,912,907 There was no deferred compensation expense for the outstanding and unvested stock options at March 31, 2021. Based on a fair value of $0.045 per share on March 31, 2021, there were no exercisable in-the-money common stock options as of March 31, 2021. Reserved and Unreserved Shares of Common Stock As of March 31, 2021, there are 2,000,000,000 shares of Common Stock, par value $0.001 authorized, of which 89,496,596 are issued and outstanding. As of March 31, 2021, there were outstanding options to purchase 7,112,907 share of Common Stock and 6,325 and 8,704,251 shares available for issuance under the 2014 Plan and 2015 Plan respectively. There are 649 Pier contingent shares of Common Stock that may be issued under certain circumstances. As of March 31, 2021, there are 6,674,704 issuable upon conversion of convertible notes. As of March 31, 2021, there are 28,800,757 shares that may be issued upon exercise of outstanding warrants. As of March 31, 2021, the Series B Preferred Stock may convert into 1 share of Common Stock. Therefore, the Company is reserving 51,351,902 shares of Common Stock for future issuances with respect to conversions and exercises as well as for the Pier contingent shares. In addition, certain convertible notes and related warrants impose an additional contractual reserve requirement, above the number of shares into which such convertible notes and related warrants may convert or exercise respectively. Although the Company does not anticipate having to issue such shares, such incremental additional contractual reserves total 42,143,636 shares of Common Stock. |