December 9, 2021
VIA EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street NE
Washington, D.C. 20549
| Re: | RespireRx Pharmaceuticals Inc. |
| Offering Statement on Form 1-A, as amended | |
| Filed December 1, 2021 | |
| File No. 024-11602 |
Ladies and Gentlemen:
Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Act”), RespireRx Pharmaceuticals Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) issue a qualification order for the above referenced Offering Statement on Form 1-A, so that it may be qualified at 4:00 p.m., Eastern Time on Monday, December 13, 2021, or as soon thereafter as is practicable.
We understand that the Commission does not intend to review the above referenced Offering Statement.
The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any questions, please contact the undersigned at (201) 444-4947.
Thank you in advance for your assistance.
| Sincerely, | ||
| RESPIRERX PHARMACEUTICALS INC. | ||
| By: | /s/ Jeff E. Margolis | |
| Jeff E. Margolis | ||
| SVP, CFO, Secretary and Treasurer | ||
cc: Elizabeth A. Diffley
Faegre Drinker Biddle & Reath LLP
RespireRx Pharmaceuticals Inc., 126 Valley Road, Suite C, Glen Rock, NJ 07452
www.RespireRx.com