Stockholders’ Deficiency | 6. Stockholders’ Deficiency Preferred Stock RespireRx has authorized a total of 5,000,000 0.001 37,500 Series B Preferred Stock outstanding as of March 31, 2022 and December 31, 2021 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, 2022 and December 31, 2021, 3,504,424 Common Stock RespireRx has authorized 2,000,000,000 0.001 97,894,276 1,763,596,952 1,619,418,794 39,500 Common Stock Warrants A summary of warrant activity for the three-months ended March 31, 2022 is presented below. Schedule of Warrants Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2021 59,420,298 $ 0.0718 3.3300 Issued - - Expired - - Warrants outstanding and exercisable at March 31, 2022 59,420,298 $ 0.0718 3.0721 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2022: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.020 31,302,273 31,302,273 September 30, 2023 October 7, 2026 $ 0.0389 208,227 208,227 May 10, 2026 $ 0.047 172,341 172,341 May 3, 2026 $ 0.070 25,377,426 25,377,426 September 30, 2023 $ 11.00 15.750 147,531 147,531 September 29, 2022 December 30, 2023 59,420,298 59,420,298 Based on a value of $ 0.01 A summary of warrant 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) 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 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 2,212,500 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. As of March 31, 2022, there are 6,325 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, 2022, there are 13,602,598 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, 2022 is presented below. Summary of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2021 9,306,368 $ 1.09 3.95 Expired (39,500 ) 39.00 - Options outstanding and exercisable at March 31, 2021 9,266,868 $ 0.93 3.72 The exercise prices of common stock options outstanding and exercisable were as follows at March 31, 2022: Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0190 2,194,444 2,194,444 December 31, 2026 $ 0.0540 1,700,000 1,700,000 September 30, 2025 $ 0.072 5,050,000 5,050,000 July 31, 2025 $ 7.00 195.00 322,424 322,424 June 30, 2022 December 9, 2027 9,266,868 9,266,868 There was no deferred compensation expense for the outstanding and unvested stock options at March 31, 2022. Based on a fair value of $ 0.01 no Reserved and Unreserved Shares of Common Stock As of March 31, 2022, there are 2,000,000,000 shares of Common Stock, par value $ 0.001 authorized, of which 97,894,276 are issued and outstanding. As of March 31, 2022, there were outstanding options to purchase 9,266,868 shares of Common Stock and 6,325 and 13,602,598 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, 2022, there are 49,287,033 issuable upon conversion of convertible notes. As of March 31, 2022, there are 59,420,298 shares that may be issued upon exercise of outstanding warrants. As of March 31, 2022, the Series B Preferred Stock may convert into 1 share of Common Stock. Therefore, the Company is reserving 138,508,772 shares of Common Stock for future issuances with respect to conversions and exercises as well as for the Pier contingent shares and warrants exercisable into 6,925,00 144,178,158 shares of Common Stock. |