RespireRx Pharmaceuticals Inc (RSPI)

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>> Private placement of up to $2,500,000 <<



>>> Entry into a Material Definitive Agreement, Unregistered Sale of E


http://biz.yahoo.com/e/160111/corx8-k.html



Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2016, RespireRx Pharmaceuticals Inc. (the "Company") entered into a Common Stock and Warrant Purchase Agreement (the "Purchase Agreement") with an accredited investor (each, a "Purchaser"), pursuant to which, in a closing on January 8, 2016, the Company sold units for aggregate cash consideration of $100,000, with each unit consisting of (i) one share of the Company's Common Stock, par value $0.001 ("Common Stock"), and (ii) one Warrant to purchase two additional shares of Common Stock (each a "Warrant" and collectively, the "Warrants"). This financing represents the initial closing of a private placement of up to $2,500,000 (the "Private Placement"). One or more additional tranches in the Private Placement may close prior to the Final Termination Date of February 29, 2016. The price per unit in the initial closing of the Private Placement was $0.02218 (the "Per Unit Price"). The Warrants are exercisable until 5:00 p.m. on January 31, 2021 and may be exercised at the 110% of the Per Unit Price, or $0.02440, for each share of Common Stock to be acquired upon exercise. The Warrants have a cashless exercise provision and certain "blocker" provisions limiting the percentage of shares of Common Stock of the Company that the purchaser can hold upon conversion. The Purchaser was a non-affiliated investor.

In the case of an Acquisition (as defined in the Purchase Agreement) in which the Company is not the surviving entity, the holder of the Warrant would receive from any surviving entity or successor to the Company, in exchange for the Warrant, a new warrant from the surviving entity or successor to the Company, substantially in the form of the existing Warrant and with an exercise price adjusted to reflect the nearest equivalent exercise price of common stock (or other applicable equity interest) of the surviving entity that would reflect the economic value of the Warrant, but in the surviving entity.

No registration rights were granted to the Purchaser in the Private Placement with respect to (i) the shares of Common Stock issued as part of the units, (ii) the Warrants, or (ii) the shares of Common Stock issuable upon exercise of the Warrants.

No placement agent fees, brokerage commissions, finder's fees or similar payments were made in the form of cash and warrants to qualified referral sources in connection with the sale of the shares of Common Stock and Warrants.

The shares of Common Stock and Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the shares of Common Stock issued as part of the units, the Warrants, the Common Stock issuable upon exercise of the Warrants, the Placement Agent Warrants or the shares of Common Stock issuable upon exercise of the Placement Agent Warrants have been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

This description of the Purchase Agreement and the form of Warrant does not purport to be complete and is qualified in its entirety by reference to the form of Purchase Agreement (including the Form of Warrant attached as Exhibit A thereto), which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The Purchaser of shares of Common Stock and Warrants sold in the Private Placement made representations to the Company that it met the accredited investor definition of Rule 501 of the Securities Act, and the Company relied on such representations. The offer and sale of the shares of Common Stock and Warrants in the Private Placement were made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. The offering of the shares of Common Stock and Warrants in the Private Placement were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any investor in connection with the offering. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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