RespireRx Pharmaceuticals Inc (RSPI)

[Investor2014]

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
RESPIRERX PHARMACEUTICALS INC.

126 Valley Road, Suite C

Glen Rock, New Jersey 07452



To the Stockholders of RespireRx Pharmaceuticals Inc.:



We Are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy.



This Notice and accompanying Information Statement serve to notify the stockholders of RespireRx Pharmaceuticals Inc. (the “Company”) that a requisite number of stockholders of the Company have approved an increase in the number of authorized shares of common stock of the Company (“Common Stock”) from 65,000,000 to 1,000,000,000. This increase was approved by written consents of (i) the holders of a majority of shares of outstanding stock of the Company entitled to vote and (ii) the holders of a majority of shares of Common Stock, on March 22, 2020. The par value of the shares of Common Stock will not be changed.



The Company will file a Certificate of Amendment to our Certificate of Incorporation (the “Certificate of Amendment”) to effect this increase, pursuant to the provisions of the Delaware General Corporation Law. The proposed Certificate of Amendment will become effective when filed with the Delaware Secretary of State. Such filing will occur no earlier than 20 days after the Information Statement accompanying this Notice is first mailed to stockholders of record as of March 22, 2020, as required by Rule 14c-2 of the Securities Exchange Act of 1934, as amended.



Your vote or consent is not requested or required to approve these matters. The accompanying Information Statement is provided solely for your information.