Item 1.01 Conclusion of a Material Definitive Agreement.
Securities purchase contract with
The ticket obliges the Company to pay by
The Lender has the right at its discretion at any time to convert any outstanding and unpaid amount of the Note into common stock, provided that the conversion does not result in the Lender beneficial ownership of more than 4.99% of the company’s assets then Common shares outstanding. The Lender may convert at a conversion price per share equal to
The Company may, in the absence of an event of default (as defined in the Note), and with written notice to the Lender, prepay the amount of principal outstanding under the Note during the Initial Term of 180 days following the effective date by making a payment to the Lender in cash equal to 115% of the outstanding principal, interest, default interest and other amounts due. In certain circumstances, including the occurrence of an event of default, a sale, merger or other business combination of which the Company is not the survivor, or the assignment or disposition of all or substantially all of the -total of the Company’s assets, the Company may be required to prepay in cash an amount equal to 125% of the principal unpaid, interest, default interest and other amounts due. The wholly owned subsidiary of the Company,
The Note requires the Company to reserve the greater of (i) 26,602,500 Common Shares or (ii) three times the number of Shares into which the Note can be converted. The Warrant also requires the Company to reserve three times the number of shares against which the Warrant can be exercised at any time.
The SPA includes, among other things: (1) the granting of an option to the lender to incorporate in the note all the conditions applicable to a subsequent issue of a convertible note or a security by the Company which are more advantageous for an investor that the conditions of the SPA and the note are to the lender; and (2) certain listing rights by reference to the listing rights agreement, and the right to have common shares issued in connection with the conversion of the note or the exercise of the warrant included in any settlement offer statement A that the Company files with the
The Note, Warrant and Common Shares issuable upon conversion or exercise, as the case may be, have been offered and sold to the Lender on the basis of specific exemptions from the registration requirements of
The descriptions of the SPA, the Registration Rights Agreement, the Ticket and the Warrants do not purport to be complete and are qualified in their entirety by reference to the SPA, the Registration Rights Agreement, the Ticket and the Voucher. subscription, which are included as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, of this current report on Form 8-K and are incorporated herein by reference.
Extension of the royalty obligation under the 2014 license agreement with the
The Company is a party to the Exclusive License Agreement, dated
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 2.03.
Item 3.02 Unrecorded Sales of
The information provided in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 3.02.
Item 9.01 Financial statements and supporting documents
(d) Exhibits. Exhibit No. Exhibit Description 99.1 Securities Purchase Agreement, dated
March 31, 2021, between RespireRx Pharmaceuticals Inc.and EMA Financial, LLC. 99.2 Piggy-Back Registration Rights Agreement, dated March 31, 2021, between RespireRx Pharmaceuticals Inc.and EMA Financial, LLC. 99.3 10% Convertible Note, dated March 31, 2021. 99.4 Common Stock Purchase Warrant, dated March 31, 2021.
In accordance with the requirements of the Securities Exchange Act of 1934, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.
(Registrant) By: /s/
Jeff E. Margolis Jeff E. MargolisSVP, CFO, Secretary and Treasurer
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