Item 1.01 Entry into a Material Definitive Agreement.





Commitment Note Amendment

Effective as of July 27, 2021, RespireRx Pharmaceuticals Inc. (the "Company") and White Lion Capital, LLC ("White Lion") entered into an amendment (the "Note Amendment") to that certain 8% Fixed Promissory Note, dated as of July 28, 2020, as amended on September 30, 2020 (as amended, the "Commitment Note"), issued by the Company for the benefit of White Lion. The Note Amendment changes the maturity date of the Commitment Note from July 28, 2021 to December 1, 2021, and in consideration therefor, increases the total principal amount from $40,000 to $45,000 and the currently outstanding principal amount from $15,000 to $20,000.

The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Note Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amendment of the Amended and Restated 2015 Stock and Stock Option Plan

On July 29, 2021, the Board of Directors of the Company approved the adoption of the Sixth Amendment (the "Sixth Amendment") of the Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (the "2015 Plan"). The Sixth Amendment increases the number of shares issuable under the 2015 Plan by 7,000,000, from 15,898,526 to 22,898,526. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by the Sixth Amendment.

The 2015 Plan provides for the issuance of shares of the Company's common stock, in the form of stock grants and options to directors, officers, employees, consultants and other service providers of the Company. The Company has not submitted, and currently does not intend to submit, the 2015 Plan for stockholder approval. Accordingly, the 2015 Plan does not contemplate the issuance of Incentive Stock Options. The foregoing description of the 2015 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2015 Plan, as amended. Prior to the approval of any amendments to the 2015 Plan, a copy of the 2015 Plan was filed by the Company on April 6, 2016, as Exhibit 10.1 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the First Amendment of the 2015 Plan was filed by the Company on January 23, 2017, as Exhibit 10.1 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Second Amendment of the 2015 Plan was filed by the Company on December 14, 2017, as Exhibit 10.3 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Third Amendment of the 2015 Plan was filed by the Company on January 4, 2019, as Exhibit 99.4 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Fourth Amendment of the 2015 Plan was filed by the Company on May 6, 2020, as Exhibit 99.7 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Fifth Amendment of the 2015 Plan was filed by the Company on August 3, 2020, as Exhibit 99.14 to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the Sixth Amendment is attached as Exhibit 99.8 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



Exhibit No.   Exhibit Description
99.1*           Amendment No. 2 to 8% Fixed Promissory Note, dated July 27,
              2021.
99.2            Amended and Restated RespireRx Pharmaceuticals Inc. 2015 Stock and
              Stock Option Plan (incorporated by reference to Exhibit 10.1 to the
              Company's Current Report on Form 8-K (file no. 001-16467) filed on
              April 6, 2016).
99.3            First Amendment of the Amended and Restated RespireRx
              Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (incorporated
              by reference to Exhibit 10.1 to the Company's Current Report on Form
              8-K (file no. 001-16467) filed on January 23, 2017).
99.4            Second Amendment of the Amended and Restated RespireRx
              Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (incorporated
              by reference to Exhibit 10.3 to the Company's Current Report on Form
              8-K (file no. 001-16467) filed on December 14, 2017).
99.5            Third Amendment of the Amended and Restated RespireRx
              Pharmaceuticals Inc. 2015 Stock and Stock Option Plan (incorporated
              by reference to Exhibit 99.4 of the Company's Current Report on Form
              8-K (file no. 001-16467) filed on January 4, 2019).
99.6            Fourth Amendment of Amended and Restated RespireRx Pharmaceuticals
              Inc. 2015 Stock and Stock Option Plan (incorporated by reference to
              Exhibit 99.7 of the Company's Current Report on Form 8-K (file no.
              001-16467) filed on May 6, 2020).
99.7            Fifth Amendment of Amended and Restated RespireRx Pharmaceuticals
              Inc. 2015 Stock and Stock Option Plan (incorporated by reference to
              Exhibit 99.14 of the Company's Current Report on Form 8-K (file no.
              001-16467) filed on August 3, 2020).
99.8*           Sixth Amendment of Amended and Restated RespireRx Pharmaceuticals
              Inc. 2015 Stock and Stock Option Plan.




* Filed 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: July 30, 2021 RESPIRERX PHARMACEUTICALS INC.


                    (Registrant)

                    By: /s/ Jeff E. Margolis
                        Jeff E. Margolis
                        SVP, CFO, Secretary and Treasurer

© Edgar Online, source Glimpses