Current Report Filing (8-k)
September 01 2016 - 3:32PM
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): September 1, 2016
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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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 1, 2016, RespireRx Pharmaceuticals Inc. (the “Company”) filed with the Secretary of State of the State
of Delaware a Certificate of Amendment, in the form of Exhibit 3.1 attached hereto (the “Certificate of Amendment”),
amending its Certificate of Incorporation to effect a one-for-three hundred twenty-five reverse stock split of its issued and
outstanding shares of common stock, par value $0.001 per share (the “Reverse Stock Split”). The Certificate of Amendment
became effective on September 1, 2016.
The
Certificate of Amendment also set the total number of authorized shares that the Company may issue at 70,000,000 consisting of
65,000,000 shares of Common Stock, $0.001 par value per share, and 5,000,000 shares of Preferred Stock, $0.001 par value per share.
The
foregoing amendment was adopted at the Company’s Special Meeting of stockholders held on August 16, 2016 by the holders
of approximately 513.9 million shares of the Company’s common stock, or approximately 78.3% of the issued and outstanding
shares as of July 5, 2016, the record date established for the Special Meeting, as was previously reported by the Company
in a Current Report on Form 8-K filed August 22, 2016. The approval by the stockholders left the Board of Directors of the Company
discretion as to the date upon which to file the amendment.
Item
8.01. Other Events.
On
September 1, 2016, the Company issued a press release announcing that the Company had filed the amendment to its Certificate
of Incorporation, as amended, that had been approved by the stockholders at the Special Meeting of stockholders held on Agust 16,
2016, to effect the Reverse Stock Split and to set the authorized shares of the Company at 70,000,000, consisting of 65,000,000
shares of Common Stock, $0.001 par value per share, and 5,000,000 shares of Preferred Stock, $0.001 par value per share.
A
copy of the press release is furnished herewith as Exhibit 99.1 to this current report.
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 is presented elsewhere
in this document, and is incorporated herein by reference.
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:
September 1, 2016
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RESPIRERX
PHARMACEUTICALS INC.
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By:
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/s/
James S. Manuso
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James
S. Manuso President and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Exhibit
Description
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3.1
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Third
Certificate of Amendment of Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc.
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99.1
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Press
Release dated September 1, 2016*
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*
Furnished herewith.
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