The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements (unaudited) and notes related
thereto appearing elsewhere in this document, as well as the audited
consolidated financial statements, notes related thereto, and Management's
Discussion and Analysis of Financial Condition and Results of Operations in

our
2020 Form 10-K.



Overview



The mission of the Company is to develop innovative and revolutionary treatments
to combat disorders caused by disruption of neuronal signaling. We are
developing treatment options that address conditions that affect millions of
people, but for which there are limited or poor treatment options, including
obstructive sleep apnea (OSA), attention deficit hyperactivity disorder
("ADHD"), epilepsy, chronic pain, including inflammatory and neuropathic pain,
recovery from spinal cord injury ("SCI"), as well as other areas of interest
based on results of preclinical and clinical studies to date.

RespireRx is developing a pipeline of new drug products based on our broad patent portfolios across two distinct drug platforms:

(i) our pharmaceutical cannabinoids platform (which we refer to as ResolutionRx

) is developing compounds that target the body's endocannabinoid system,

and in particular, the re-purposing of dronabinol, an endocannabinoid CB1

and CB2 receptor agonist, for the treatment of OSA. Dronabinol is already

approved by the FDA for other indications.

(ii) our neuromodulators platform (which we refer to as EndeavourRx) is made up

of two programs: (a) our AMPAkines program, which is developing proprietary

compounds that are positive allosteric modulators ("PAMs") of AMPA-type

glutamate receptors to promote neuronal function and (b) our GABAkines

program, which is developing proprietary compounds that are PAMs of GABAA

receptors, and which was recently established pursuant to our entry with

the University of Wisconsin-Milwaukee Research Foundation, Inc., an

affiliate of the University of Wisconsin-Milwaukee ("UWMRF"), into a patent


       license agreement (the "UWMRF Patent License Agreement").




Financing our Platforms



Our major challenge has been to raise substantial equity or equity-linked
financing to support research and development plans for our pharmaceutical
cannabinoid and neuromodulator platforms, while minimizing the dilutive effect
to pre-existing stockholders. At present, we believe that we are hindered
primarily by our public corporate structure, our OTCQB listing, and low market
capitalization as a result of our low stock price.



For this reason, the Company has implemented an internal restructuring plan
through which our two drug platforms have been reorganized into separate
business units and may in the future be organized into subsidiaries of
RespireRx. We believe that by creating one or more subsidiaries to further the
aims of ResolutionRx and EndeavourRx, it may be possible, through separate
finance channels, to optimize the asset values of each. We are also planning to
commence, assuming the SEC qualifies the offering, a securities offering
pursuant to Regulation A under the Securities Act. See Note 9. Subsequent Events
- Filing of Form 1-A to the Company's condensed consolidated financial
statements at June 30, 2021.



The Company is also involved in business development efforts
(licensing/sub-licensing, joint venture and other commercial structures) with a
view to securing strategic partnerships that represent strategic and operational
infrastructure additions, as well as cash and in-kind funding opportunities.
These efforts have focused on, but have not been limited to, engaging with brand
and generic pharmaceutical and biopharmaceutical companies as well as companies
with potentially useful formulation or manufacturing capabilities, significant
subject matter expertise and financial resources. No assurance can be given that
any transaction will come to fruition or that if it does, that the terms will be
favorable to the Company.




Below is a chart that represents our current development status for each of our
product candidates for the disorders for which they are being developed.
Preclinical testing is pre-human testing and includes in vitro and animal
studies. Phase 1 clinical trials are primarily safety, generally conducted in
healthy adults. Phase 2 clinical trials are generally somewhat larger than Phase
1 and often include dose finding, additional safety and preliminary efficacy.
Phase 3 clinical trials are larger studies designed to test efficacy and safety
in a broader population. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our 2020 Form 10-K for more
information on our proposed regulatory approach and development plans for our
product candidates.



25







                               [[Image Removed]]



Below is our current business organization with ResolutionRx and EndeavourRx
currently operating as divisions and which are planned to become, initially,
wholly-owned subsidiaries.



                               [[Image Removed]]



Technology Rights

University of Illinois License Agreement

See Note 8. Commitments and Contingencies - Significant Agreements and Contracts - University of Illinois 2014 Exclusive License Agreement to our condensed consolidated financial statements at June 30, 2021.

UWMRF Patent License Agreement

See Notes 1, 2 and 8 to our condensed consolidated financial statements at June 30, 2021.





Going Concern

See Note 2. Business - Going Concern to our condensed consolidated financial statements at June 30, 2021.


The Company's regular efforts to raise capital and to evaluate measures to
permit sustainability are time-consuming and intensive. Such efforts may not
prove successful and may cause distraction, disruption or other adversity that
limits the Company's development program efforts.

Recent Accounting Pronouncements

See Note 2 to the Company's condensed consolidated financial statements at June 30, 2021.





Management does not believe that any recently issued, but not yet effective,
authoritative guidance, if currently adopted, would have a material impact on
the Company's financial statement presentation or disclosures.



Concentration of Risk

See Note 2. Significant Accounting Policies - Concentration of Credit Risk to the Company's condensed consolidated financial statements at June 30, 2021.

See Note 8. Commitments and Contingencies - University of Illinois 2014 Exclusive License Agreement to the Company's condensed consolidated financial statements at June 30, 2021.

See Note 8. Commitments and Contingencies - UWMRF Patent License Agreement to the Company's condensed consolidated financial statements at June 30, 2021.

See Note 9. Subsequent Events - University of Wisconsin-Milwaukee Outreach Services Agreement to the Company's condensed consolidated financial statements at June 30, 2021.





26

Critical Accounting Policies and Estimates





The Company prepared its condensed consolidated financial statements in
accordance with GAAP. The preparation of these condensed consolidated financial
statements requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the reporting period. Management
periodically evaluates the estimates and judgments made. Management bases its
estimates and judgments on historical experience and on various factors that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates as a result of different assumptions or conditions.

Critical accounting policies and estimates are described in the notes to the Company's condensed consolidated financial statements and include:





  - Stock-based awards
  - Research and Development Costs
  - License Agreements
  - Patent Costs
  - Convertible Notes

See Critical Accounting Policies and Estimates in our 2020 Form 10-K for a complete description.





Results of Operations



The Company's consolidated statements of operations as discussed herein are
presented below.



                                            Three-Months Ended                  Six-Months Ended
                                                 June 30,                           June 30,
                                           2021              2020             2021              2020
Operating expenses:
General and administrative,
including related parties             $    426,169      $    463,739     $  1,071,545      $    829,019
Research and development, including
related parties                            237,828           153,176          392,592           308,466
Total operating expenses                   663,997           616,915        1,464,137         1,137,485
Loss from operations                      (663,997 )        (616,915 )     (1,464,137 )      (1,137,485 )
Gain on warrant exchange,                    1,099                 -

1,099


Loss on extinguishment of debt and
other liabilities in exchange for
equity                                           -                 -                -          (323,996 )
Interest expense, including related
parties                                   (151,842 )        (190,606 )       (231,312 )        (331,316 )
Foreign currency transaction gain
(loss)                                       2,526 )          (8,616 )         31,887            29,942

Net loss attributable to common
stockholders                          $   (812,214 )    $   (816,137 )   $

(1,662,463 ) $ (1,762,855 )



Net loss per common share - basic
and diluted                           $      (0.01 )    $      (0.01 )   $

(0.02 ) $ (0.04 )

Weighted average common shares outstanding - basic and diluted 89,832,860 86,606,705 82,212,945 49,320,761

Three-months Ended June 30, 2021 and 2020

Revenues. The Company had no revenues during the three-months ended June 30, 2021 and 2020.





General and Administrative. For the three-months ended June 30, 2021 general and
administrative expenses were $426,169, a decrease of $37,570, as compared to
$463,739 for the three-months ended June 30, 2020. The decrease is primarily the
result of decreases in general legal expenses of $77,654 due to reduced usage of
professional services and a decrease of $10,769 in expenses for directors and
officers liability insurance ("D&O") premiums as a result of the expiration
after June 30, 2020 of the tail component of such D&O coverage, offset by
increases in salaries of $39,300 as a result of our President and CEO accruing
salary for the full quarter in 2021 in contrast to only a partial quarter in
2020, as well as an increase in accounting services of $37,783 and smaller
increases in other categories of general and administrative expenses.



27







Research and Development. For the three-months ended June 30, 2021, research and
development expenses were $237,828, an increase of $84,652, as compared to
$153,176 for the three-months ended June 30, 2020. The increase in research and
development expenses for the three-months ended June 30, 2021, as compared to
the three-months ended June 30, 2020, is primarily due to the increase in
expenses with respect to new product formulation development and for quality
testing of active pharmaceutical ingredients for anticipated research and
development activities.



Research and development expenses included $7,500 of stock-based compensation
for the three-months ended June 30, 2021 and $0 for the three-months ended
June
30, 2020.



Interest Expense. During the three-months ended June 30, 2021, interest expense
was $151,842 as compared to $190,606 for the three-months ended June 30, 2020.
The decrease of $38,764 is primarily the result of interest no longer being
incurred on convertible notes repaid in full or in part as a result of
conversion.



Foreign Currency Transaction (Loss) Gain. Foreign currency transaction gain was
$2,526 for the three-months ended June 30, 2021, as compared to a foreign
currency transaction loss of $8,616 for the three-months ended June 30, 2020.
The foreign currency transaction (loss) gain relates to the $399,774 loan from
SY Corporation, made in June 2012, which is denominated in the South Korean Won.



Net Loss Attributable to Common Stockholders. For the three-months ended June
30, 2021, the Company incurred a net loss of $812,214 as compared to a net loss
of $816,137 for the three-months ended June 30, 2020.

Six-months Ended June 30, 2021 and 2020

Revenues. The Company had no revenues during the six-months ended June 30, 2021 and 2020.


General and Administrative. For the six-months ended June 30, 2021, general and
administrative expenses were $1,071,545, an increase of $242,526, as compared to
$829,019 for the six-months ended June 30, 2020. The increase in general and
administrative expenses is primarily due to an increase of $314,300 in salaries,
primarily due to a $200,000 guaranteed bonus to our President and CEO as well as
a full six months of salary and benefits in 2021 compared to a salary for a
partial period in the prior year given that our President and CEO had joined the
Company in May 2020 and had not accrued a full six months salary. In addition,
there was an increase of $54,433 in accounting expenses and $20,437 in transfer
agent expenses. These increases were offset by decreases of $120,651 in
corporate legal expenses and $10,398 in directors and officers liability
insurance ("D&O") premiums as a result of the expiration after June 30, 2020 of
the tail component of such D&O coverage.



Research and Development. For the six-months ended June 30, 2021, research and
development expenses were $392,592, an increase of $84,126, as compared to
$308,466 for the six-months ended June 30, 2020. The increase in research and
development expenses for the six-months ended June 30, 2021, as compared to the
three-months ended June 30, 2020, is primarily due to the increase in expenses
with respect to new product formulation development and for quality testing of
active pharmaceutical ingredients for anticipated research and development
activities.



Research and development expenses included $15,000 of stock-based compensation
for the six-months ended June 30, 2021 and $0 for the six-months ended June

30,
2020.

Loss on Extinguishment of Convertible Debt. There was no loss on extinguishment of debt during the six-months ended June 30, 2021 as compared to a loss on extinguishment of debt of $323,996 for the six-months ended June 30, 2020.





Interest Expense. During the six-months ended June 30, 2021, interest expense
was $231,312 as compared to $331,316 for the six-months ended June 30, 2020. The
decrease of $100,004 is primarily the result of interest no longer being
incurred on convertible notes repaid in full or in part as a result of
conversion.



Foreign Currency Transaction (Loss) Gain. Foreign currency transaction gain was
$31,887 for the six-months ended June 30, 2021, as compared to a foreign
currency transaction gain of $29,942 for the six-months ended June 30, 2020. The
foreign currency transaction (loss) gain relates to the $399,774 loan from SY
Corporation, made in June 2012, which is denominated in the South Korean Won.



Net Loss Attributable to Common Stockholders. For the six-months ended June 30,
2021, the Company incurred a net loss of $1,662,463 as compared to a net loss of
$1,762,855 for the six-months ended June 30, 2020.

Liquidity and Capital Resources - June 30, 2021





The Company's condensed consolidated financial statements have been presented on
the basis that it is a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The
Company has incurred net losses of $1,662,463 for the six-months ended June 30,
2021 and $4,301,210 for the fiscal year ended December 31, 2020, has incurred
negative operating cash flows of $688,571 for the six-months ended June 30, 2021
and $513,001 for the fiscal year ended December 31, 2020, had a stockholders'
deficiency of $8,816,881 at June 30, 2021, and expects to continue to incur net
losses and negative operating cash flows for at least the next few years. As a
result, management has concluded that there is substantial doubt about the
Company's ability to continue as a going concern, and the Company's independent
registered public accounting firm, in its report on the Company's consolidated
financial statements for the year ended December 31, 2020, expressed substantial
doubt about the Company's ability to continue as a going concern.



At June 30, 2021, the Company had a working capital deficit of $8,816,881, as
compared to a working capital deficit of $8,063,320 at December 31, 2020,
reflecting an increase in the working capital deficit of $753,561 for the
six-months ended June 30, 2021. This is primarily the result of increases in
accounts payable and accrued expenses and accrued compensation reflected in our
loss from operations during the six-months ended June 30, 2021. During the
fiscal year ended December 31, 2020, there was forgiveness of certain
compensation and related benefits by certain executive officers aggregating
$1,684,218 in exchange for equity, having the effect of reducing accrued
compensation and related benefits by that amount, which did not occur during the
six-month period ended June 30, 2021. For more information, see "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Forgiveness of Accrued Compensation and Related Costs" in our 2020
Form 10-K. In addition, a portion of accounts payable to two vendors totaling
$241,109 was exchanged for equity during the fiscal year ended December 31,
2020. No similar exchanges occurred during the six-months ended June 30, 2021.

At June 30, 2021, the Company had cash of $32,056, as compared to $825 at December 31, 2020, reflecting an increase in cash of $31,231 for the six-months ended June 30, 2021.





In general, substantially all of the cash raised in financings during the
six-months ended June 30, 2021 and during fiscal year ended December 31, 2020
was utilized to pay general and administrative expenses or the related accounts
payable, including, but not limited to, payments to our licensors, our
independent registered public accounting firm, our corporate law firm, our
patent and intellectual property law firm and for other patent and intellectual
property services, our transfer agent, our financial printer and limited cash
payments of compensation. Cash was also utilized to pay research and development
expenses or the related accounts payable for new product formulation work
performed by a contractor with respect to the development of a new proprietary
formulation of dronabinol. Cash was also utilized, among other purposes, to make
payments pursuant to directors and officers insurance and other insurance
financings and to repay, in part, certain advances made by officers and one
vendor and payments of certain outstanding accounts payable.



28







The Company is currently, and has for some time, been in significant financial
distress. It has limited cash resources and current assets and has no ongoing
source of sustainable revenue. Management is continuing to address various
aspects of the Company's operations and obligations, including, without
limitation, debt obligations, financing requirements, intellectual property,
licensing agreements, legal and patent matters and regulatory compliance, and
has continued to raise new debt and equity capital to fund the Company's general
and administrative and research and development activities from both related and
unrelated parties.




The Company is continuing its efforts to raise additional capital in order to be
able to pay its liabilities and fund its business activities on a going forward
basis, including the pursuit of the Company's planned research and development
activities. We are planning to commence, assuming the SEC qualifies the
offering, a securities offering pursuant to Regulation A under the Securities
Act. See Note 9. Subsequent Events - Filing of Form 1-A to the Company's
condensed consolidated financial statement at June 30, 2021.



We provide no assurance that this offering will be qualified, or if qualified,
would result in a financing on terms or for net proceeds acceptable to the
Company. The Company regularly evaluates various other measures to satisfy the
Company's liquidity needs, including development and other agreements with
collaborative partners and, when necessary, seeks to exchange or restructure the
Company's outstanding securities. The Company is evaluating certain changes to
its operations and structure to facilitating raising capital from sources that
may be interested in financing only discrete aspects of the Company's
development programs. Such changes could include a significant reorganization,
which may include the formation of one or more subsidiaries into which one or
more programs may be contributed. As a result of the Company's current financial
situation, the Company has limited access to external sources of debt and equity
financing. Accordingly, there can be no assurances that the Company will be able
to secure additional financing in the amounts necessary to fully fund its
operating and debt service requirements. If the Company is unable to access
sufficient cash resources, the Company may be forced to discontinue its
operations entirely and liquidate.



Operating Activities. For the six-months ended June 30, 2021, operating
activities utilized cash of $688,571, as compared to utilizing cash of $106,448
for the six-months ended June 30, 2020, to support the Company's ongoing general
and administrative expenses as well as its research and development activities.



Financing Activities. For the six-months ended June 30, 2021, financing
activities consisted of net proceeds from convertible note financings of
$541,050 net of original issue discounts and note costs, sales of common stock
pursuant to an equity line of $117,299 and $66,453 with respect to financing of
a new directors and officers insurance policy, offset by a $5,000 partial
repayment of an officer advance.



Principal Commitments



Employment Agreements



See Note 8. Commitments and Contingencies - Significant Agreements and Contracts
- Employment Agreements to our condensed consolidated financial statements

at
June 30, 2021.

University of Illinois 2014 Exclusive License Agreement

See Note 8. Commitments and Contingencies - Significant Agreements and Contracts - University of Illinois 2014 Exclusive License Agreement to our condensed consolidated financial statements at June 30, 2021.

UWM Research Foundation Patent License Agreement

See Note 8. Commitments and Contingencies - Significant Agreements and Contracts, UWM Research Foundation Patent License Agreement to our condensed consolidated financial statements at June 30, 2021.

University of Wisconsin-Milwaukee Outreach Services Agreement

See Note 9. Subsequent Events - University of Wisconsin-Milwaukee Outreach Services Agreement to our condensed consolidated financial statements at June 30, 2021.





A table setting forth the Company's principal cash obligations and commitments
for the next five fiscal years as of June 30, 2021, aggregating $2,179,870, is
set forth in Note 8. Commitments and Contingencies - Summary of Principal Cash
Obligations and Commitments.

Off-Balance Sheet Arrangements

At June 30, 2021, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

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