RSPI RespireRx Pharmaceuticals Inc (CE)

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-249469

Prospectus Supplement DATED DECEMBER 1, 2020

(to the Prospectus dated October 28, 2020)

RespireRx Pharmaceuticals Inc.

This Prospectus Supplement No. 2 supplements and amends the final prospectus dated October 28, 2020 (as previously supplemented by Prospectus Supplement No. 1, the “Final Prospectus”) relating to the resale of up to 115,000,000 shares of our common stock, $0.001 par value per share, issuable to White Lion Capital, LLC (the “Selling Stockholder”), pursuant to a “put right” under an equity purchase agreement, dated July 28, 2020, as amended, by and between us and the Selling Stockholder. This Prospectus Supplement No. 2 should be read in conjunction with the Final Prospectus and is qualified by reference to the Final Prospectus except to the extent that the information in this Prospectus Supplement No. 2 supersedes the information contained in the Final Prospectus.

On November 25, 2020 and December 1, 2020, we filed with the U.S. Securities and Exchange Commission the attached Current Reports on Form 8-K.

Our Common Stock is quoted by the OTCQB Venture Market operated by the OTC Markets Group, Inc. (“OTCQB”) under the symbol “RSPI.” On November 30, 2020, the closing price of our Common Stock was $0.0029 per share.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 7 of the Final Prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 2 is December 1, 2020

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): November 24, 2020

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 24, 2020, RespireRx Pharmaceuticals Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Fifth Certificate of Amendment (the “Certificate of Amendment”) to its Second Restated Certificate of Incorporation. The Certificate of Amendment increased the number of authorized shares of common stock of the Company, par value $0.001 per share (“Common Stock”), from 1,000,000,000 to 2,000,000,000.

The above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

On November 24, 2020, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The record date for stockholders to receive notice of and to be eligible to vote at the Special Meeting was October 16, 2020. A total of 577,842,003 shares were eligible to be voted at the Special Meeting.

The Company’s shareholders approved the following amendments to the Second Restated Certificate of Incorporation (the “Charter”) of the Company: (i) to effect, at the discretion of the Company’s Board of Directors (the “Board”), a ten-to-one (10 to 1) reverse stock split of all of the outstanding shares of Common Stock (the “Reverse Split Amendment”), and (ii) to set the Company’s authorized shares of stock at 2,005,000,000 shares consisting of 2,000,000,000 shares designated as Common Stock, and 5,000,000 shares designated as preferred stock, with stated value and other terms to be determined at the discretion of the Board (the “Authorized Shares Amendment”).

The following was the result of the vote to approve the Reverse Split Amendment:

As set forth in the proxy statement for the Special Meeting, an amendment to the Charter to implement the Reverse Split Amendment may be filed with the Secretary of State of the State of Delaware if and when the Board so determines. The Proxy Statement further states that the Board intends to effect such amendment, or abandon it, within sixty days of the Special Meeting. Until such amendment becomes effective, the Board reserves the right to abandon the Reverse Split Amendment without further action by the Company’s stockholders.

The following was the result of the vote to approve the Authorized Shares Amendment:

As described above in Item 5.03 of this Current Report on Form 8-K, the Certificate of Amendment effecting the Authorized Shares Amendment was filed with the Secretary of State of the State of Delaware on November 24, 2020.

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