Replies to post #55878 on RespireRx Pharmaceuticals Inc (fka RSPI)

[Menace212]

Where did you get that from? Thanks. Atleast he has responded now

[LTListener]

Well that is interesting update!!! I like it!

[NeutrinoKid]

I read it in full. It’s tidy and addresses all complaints, with plausible justifications, and verifiable by contacting the correspondants.

2 major grants under review,
1. NIH for epilepsy and gabakines. $2,999,738. they will hear from them Sept 30 2025. ding ding
2. NIH for ADHD and Ampakines, $2,790,269 ding ding

Castle placement will soon conduct a Rule 506(c) offering expected end Sept 2025, up to 45 millions divided in 3 entities: 5 millions for RespireRx, 15 millions for subsidiary A, 25 millions for subsidiary B - not explicitly named, but we know them, ResolutionRx, and EndeavourRx. TBA. Ding ding ding.

Other “we’re talking” players not named, but high caliber, M&A, licensing, etc. Milestones, etc. the usual.

Those non-dilutive financings would cover the backlog payments.

At least this has amply exceeded my expectations, though they were admittedly very very very low.

[bigtalan]

Thanks for posting , backs up what he said . Updates soon fits what is stated. Again thank you

[All City Baby]

Thanks very much for posting, Panticara. EOM

[chrislal]

Thank you so much. Really appreciated.
The response is very well addressed and it contains the information that shareholders are interested to hear.
It seems like we have bright future once we are current with the fillings.

[crazy horse 0]

TY nice RSPI response RESPONDENT RESPIRERX PHARMACEUTICALS INC.

ANSWER

RESPONDENT RESPIRERX PHARMACEUTICALS INC.
ANSWER
With respect to
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 103942/ September 11, 2025
ADMINISTRATIVE PROCEEDING
File No. 3-22541
In the Matter of
RespireRx Pharmaceuticals Inc.,

Respondent.
RespireRx Pharmaceuticals Inc. (“Respondent”) hereby files this answer (“Answer”) with respect to the allegations
contained in the Order Instituting Administrative Proceedings and Notice of Hearing pursuant to Section 12(j) of the
Securities Exchange Act of 1934 noted above which we received via UPS (United Parcel Service) on September 17,
2025 and by Certified Mail on September 18, 2025. Having seen it a few days earlier, we have prepared our Answer.
Below is our answer to allegations A and B.

Allegation II. A: Respondent
RespireRx Pharmaceuticals Inc. (“RSPI”) confirms that it is a Delaware Corporation located in Glen Rock, NJ with
a class of securities registered with the Commission pursuant to Exchange Act Section 12(g) and is delinquent in its
periodic filings having not filed its Annual Report on Form 10-K for the year ended December 31, 2023 or for the
year end December 31, 2024 and has not filed its Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025. RSPI confirms that there
are currently, what RSPI believes are unsolicited, quotations on the Expert Market tier of OTC Link ATS.

Allegation II. B: Delinquent Periodic Filings
Respondent agrees that it failed to meet its obligations to timely file periodic filings with the Commission. However,
Respondent DISAGREES that it has failed to heed a delinquency letter (“Letter”) sent to Respondent by the
Division of Corporation Finance requesting compliance. Associated with this Answer, as Exhibit 1, is a copy of the
Letter from Marva D. Simpson to which we responded and which response is attached as Exhibit 2. In addition to
our written correspondence, we attempted on several occasions to reach Marva Simpson by phone and left messages
without receiving a response. In Exhibit 1, Marva Simpson states “The Company may be eligible to terminate its
registration under the Securities Exchange Act of 1934, and if it is, could do so by filing Form 15.” Our attempts at
corresponding with Ms. Simpson were to obtain clarity about Form 15 and to inform her that we did not believe that
filing Form 15, if we were eligible, would be in the best interests of our shareholders, which we believe would be
best served if we became current with our periodic reporting/filing requirements and then remained current

ORDER INSTITUTING
ADMINISTRATIVE
PROCEEDINGS AND NOTICE OF
HEARING PURSUANT TO
SECTION 12(j) OF THE
SECURITIES EXCHANGE ACT
OF 1934
OS Received 09/18/2025

thereafter. We confirm that we are required to file annual reports pursuant to Rule 13a-1, and, as a domestic filer, we
are also required to file quarterly reports pursuant to Rule 13a-13.
III. A.
We believe that the allegations in II are true, in part, as described above.

We wish to provide the defenses listed below.

1. We did respond in writing and by telephone to the Letter referred to in II. B. See Exhibits 1 and 2.

2. At the time of receipt of the letter we were unsure as to whether CEDE & Co was considered a single
shareholder or if we had to look behind the street name for the purposes of determining the 300 (or in
certain cases, 500) shareholder count for the purposes of Form 15. If CEDE & Co was single
shareholder, we would have met the test with 99 shareholders as can be seen on Exhibit 3 and if CEDE
& Co was not a single shareholder, we would have failed the shareholder count test. We were seeking
guidance which we did not receive. Based upon our own independent research, we now believe that
CEDE & Co should be viewed as a single shareholder and, if that is correct, we would meet the
shareholder count test.

3. Respondent also believes that the filing of Form 15 could have been, and likely would have been,
rejected if we were not, at the time of filing, current with our periodic filings which was not possible
within the short time frame noted in the Letter.

4. While not filing our periodic financial reports, Respondent did keep our shareholders and other
stakeholders informed of material developments by filing Current Reports on Form 8-K, most notably
on:
a. January 22, 2024
b. February 2, 2024
c. April 16, 2024
d. May 29, 2024
e. July 8, 2024
f. August 2, 2024
g. September 6, 2024
h. February 10, 2025

5. Most of the above Current Reports on Forms 8-K relate to small financings or contracts into which we
entered but the most recent filing on February 10, 2025 is particularly noteworthy in that it represented
a mechanism to put into the public domain, in the form of a press release attached as an exhibit to the
Form 8-K, a letter to shareholders and other stakeholders that was very detailed and similar in content
to a shareholder letter that might appear in an annual report. It summarized the prior year and spoke to
the good and to the difficulties. Respondent believes that this, in particular, was quite transparent and
informative. It is the intent of RSPI to file another Current Report on Form 8-K in with a press release
as an exhibit and written in a similar level of detail.

6. Respondent wishes to become current with its required periodic filings as Respondent believes that
would be in the best interests of the shareholders and further, Respondent does not wish to File Form
15 as it would be inconsistent with its desire to remain fully reporting and would not be in the best
interests of the shareholders, particularly those holding their shares in street name, CEDE & Co.

7. Respondent intends to become current with all required periodic filings within an estimated six-month
period based on the following:
a. Respondent became delinquent almost exclusively due to an inability to remain current in its
payments to its independent accountants, thus, rendering them not independent.
b. Respondent believes that it is in a position to rectify that problem.
OS Received 09/18/2025

c. Respondent is also current in its accounting and bookkeeping having prepared unaudited
balance sheets and statements of operations annually and quarterly through June 30, 2025 and
all related supporting schedules and documents that independent accountants would require to
audit or review such statements.
d. While not yet in the form of 10-Ks or 10-Qs, preparing those would be efficient as there are
prior 10-Ks and 10-Qs that would serve as reasonable templates. The Annual Report on Form
10-K for the year ended December 31, 2023 is prepared in draft form but would require
updating, for example, in the subsequent events note, the principal shareholders’ table (both of
which would need to be as of a more current date) and other incremental updates.
e. Respondent has been in communication this summer with Respondent’s independent
accountants to ensure that they would be willing to re-commence the engagement when
Respondent is ready and they are prepared to do so.
f. Historically, there have been no disputes with Respondent’s independent accountants with
respect to any accounting or disclosure matters.

8. In September 2024, Respondent applied to the National Institutes of Health (NIH) for a grant of
$2,999,738 to support one of its research and development programs in treatment resistant epilepsy.
Respondent achieved a high score and was recommended for funding by the grant reviewers.
Respondent anticipates an award decision by September 30, 2025, the fiscal year end for the NIH.
While the “profit margin” in the grant, if awarded, is not significant enough to ensure that we could
keep our accountants independent, just the award of the grant in anticipated to make Respondent more
readily financeable and the grant itself, if awarded, would represent non-dilutive finance, something
Respondent considers to be valuable to our shareholders and other stakeholders.

9. Similarly, in September 2025, Respondent applied for another NIH grant in the amount of $2,790,269
to support Respondent’s research and development program for ADHD. That grant application in now
in the review process. Similarly, to the discussion in point 8 above, while not as mature as the 2024
grant application, this should make Respondent more readily financeable and the grant itself, if
awarded, would represent non-dilutive finance.

10. Additionally, Respondent has engaged Castle Placement, a FINRA member, SEC registered firm,
acting as placement agent, to conduct a Rule 506(c) offering for Respondent and after a several month
due diligence period with the placement agent, Respondent believes that the offering will commence in
September 2025. That offering is for up to $45 million across three entities, Respondent and its two
subsidiaries, of which $15 million is targeted for one subsidiary, $25 million for another subsidiary and
$5 million for Respondent directly. While these amounts may not be achieved in full, any reasonable
financing would enable Respondent to become current with its periodic financial filings.

11. Respondent is also seeking strategic industry partners/collaborators to participate in the risk/reward
sharing associated with Respondent’s individual research and development programs/platforms, which
transactions, if consummated, are generally in the form of licenses, sublicenses, joint ventures or some
form of M&A transaction. Such transactions generally call for upfront fees, milestone payments,
royalties and shared research and development costs, any or all of which would provide non-dilutive
finance to Respondent and enable the Respondent to ensure that Respondent’s independent accounts
became and remained independent.

Respondent does not believe that it is necessary or appropriate for the protection of investors to suspend for a period
not exceeding twelve months or revoke the registration of each class of securities registered pursuant to Section 12
of the Exchange Act.
IV.
Respondent would appreciate the opportunity to appear at a public hearing

https://www.sec.gov/files/litigation/apdocuments/resondent-respire-pharmaceuticals-3-22541-09-18-2025.pdf