UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2023
RESPIRERX PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-16467 | | 33-0303583 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S Employer Identification No.) |
126 Valley Road, Suite C Glen Rock, New Jersey | | 07452 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (201) 444-4947
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On January 11, 2023, RespireRx Pharmaceuticals Inc. (the “Company”) formed an Australian subsidiary, ResolutionRx Ltd (“ResolutionRx”), an unlisted public company.
The press release dated January 12, 2023 announcing the formation of ResolutionRx by the Company, which includes, among other things, further information about the intended purpose of ResolutionRx, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the Certificate of Registration of a Company, ResolutionRx Ltd is attached as Exhibit 99.2 to this Current Report of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
A list of exhibits that are furnished and filed as part of this report is set forth in the Exhibit Index, which follows, and is incorporated herein by reference.
EXHIBIT INDEX
* Furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 12, 2023 | RESPIRERX PHARMACEUTICALS INC. |
| | (Registrant) |
| | |
| | By: | /s/ Jeff E. Margolis |
| | | Jeff E. Margolis |
| | | SVP, CFO, Secretary and Treasurer |
