Current Report Filing (8-k)
February 03 2020 - 9:11AM
Edgar (US Regulatory)
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 28, 2020
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S
Employer
Identification
No.)
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126
Valley Road, Suite C
Glen
Rock, New Jersey
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07452
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(Address
of principal executive offices)
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(Zip
Code)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
January 28, 2020, the Board of Directors (the “Board”) of RespireRx Pharmaceuticals Inc. (“RespireRx”
or the “Company”) appointed Timothy Jones to serve as a director on the Board, effective immediately, to
fill the vacancy created by the resignation of James Sapirstein from the Board, as disclosed on the Current Report on Form 8-K
filed by the Company on December 30, 2019.
Mr.
Jones’ experience includes 15 years of API (active pharmaceutical ingredient) sales, business development,
and sourcing in the niche, controlled substances space. He is recognized in the industry for his expertise in
the strategic development and growth of active pharmaceutical ingredient categories, through partnerships with a broad cross section
of brand and generic companies worldwide. His extensive knowledge base and expertise across multiple pharmaceutical disciplines
have contributed to his successful track record of financial growth. He previously held leadership roles with QuVa Pharma, Par
Sterile Products, and Johnson Matthey. “Few people have the overall experience in the cannabinoid business that Tim does.
During the last three years at Noramco, Inc. (“Normaco”) and now the Noramco-created Purisys LLC (“Purisys”),
Mr. Jones’ strategic commercial and business development acumen was instrumental in driving their expansion into
one of the world’s largest synthetic cannabinoid manufacturers,” said Dr. Arnold Lippa, Executive Chairman, Interim
CEO, Interim President and Chief Scientific Officer of RespireRx.
Mr.
Jones will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other
non-employee members of the Board. In connection with his appointment to the Board, Mr. Jones will be bound by the Company’s
standard form of indemnification agreement. The Board did not appoint Mr. Jones to any Board committee.
Mr
Jones is the Vice President Global Pharmaceutical and Medical OTC at Purisys, an affiliate of Noramco formed in September 2019.
Mr. Jones received approval to join the Board of Directors of the Company from, Purisys, subject to (i) Mr. Jones’ recusal
from Company discussions about Noramco or Purisys, and (ii) Mr. Jones’ relinquishment of responsibility of the Company’s
account representation to the Chief Executive Officer and President of Purisys. In September 2018, the Company entered into a
Development and Supply Agreement with Noramco (“Agreement”), as previously disclosed in its Quarterly Report
on Form 10-Q filed November 16, 2018, which Agreement was assigned to Purisys effective December 30, 2019. As of the date
of this Current Report on Form 8-K, nothing has been provided to the Company under the Agreement, but materials and services may
be supplied to the Company in the future by Purisys under the terms and conditions provided in the Agreement.
Except
as noted above, here is no arrangement or understanding between Mr. Jones and any other persons pursuant to which he was appointed
to serve on the Board. The Company is not aware of any transaction or relationship involving Mr. Jones requiring disclosure under
Item 404(a) of Regulation S-K. The press release announcing the appointment of Mr. Jones is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
A
list of exhibits that are filed as part of this report is set forth in the Exhibit Index, which is presented elsewhere in this
document, and is incorporated herein by reference.
EXHIBIT
INDEX
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:
February 3, 2020
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RESPIRERX PHARMACEUTICALS INC.
(Registrant)
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By:
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/s/
Jeff E. Margolis
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Jeff
E. Margolis
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SVP,
CFO, Secretary and Treasurer
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RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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