Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement with
On
The Note obligates the Company to pay by
EMA has the right, in its discretion, at any time, to convert any outstanding
and unpaid amount of the Note into shares of Common Stock, provided that the
conversion would not result in EMA beneficially owning more than 4.99% of the
Company's then outstanding Common Stock. EMA may convert at a per share
conversion price equal to
The Company may, in the absence of an Event of Default (as defined in the Note),
and with prior written notice to EMA, prepay the outstanding principal amount
under the Note during the initial 180 day period after the Effective Date by
making a payment to EMA of an amount in cash equal to 115% of the outstanding
principal, interest, default interest and other amounts owed. Under certain
circumstances, including the occurrence of an Event of Default, a sale, merger
or other business combination where the Company is not the survivor, or the
conveyance or disposition of all or substantially all of the assets of the
Company, the Company may be required to prepay in cash an amount equal to 125%
of the outstanding principal, interest, default interest and other amounts owed.
The Company's wholly owned subsidiary,
The Note requires that the Company reserve the greater of (i) 8,625,000 shares of Common Stock or (ii) one and a half times the number of shares into which the Note may convert. The Warrant requires that the Company reserve three times the number of shares into which the Warrant is at any time exercisable.
The SPA includes, among other things: (1) the grant of an option to EMA to
incorporate into the Note any terms applicable to a subsequent issuance of a
convertible note or security by the Company that are more beneficial to an
investor than the terms of the SPA and Note are to EMA; and (2) certain
registration rights by reference to the Registration Rights Agreement, and the
right to have any shares of Common Stock issued in connection with the
conversion of the Note or exercise of the Warrant included in any Regulation A
offering statement that the Company files with the
The Note, the Warrant, and the shares of Common Stock issuable upon conversion
or exercise thereof, as applicable, were offered and sold to EMA in reliance
upon specific exemptions from the registration requirements of
The descriptions of the SPA, the Registration Rights Agreement, the Note, and the Warrant do not purport to be complete and are qualified in their entirety by reference to the SPA, the Registration Rights Agreement, the Note, and the Warrant, which are included as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Exchange Agreements with
The Company has entered into two separately negotiated exchange agreements with
each of EMA (such agreement, the "EMA Exchange Agreement") and
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
EMA and FirstFire made representations to the Company in their respective Exchange Agreements that they met the accredited investor definition of Rule 501 of Regulation D of the Securities Act, and the Company relied on those representations.
The transactions described in Item 1.01 of this Current Report on Form 8-K were between the Company and its existing security holders and were made in reliance on the exemption from registration afforded by Section 3(a)(9), or alternatively Section 4(a)(2), of the Securities Act. These transactions were not conducted in connection with a public offering and the participants in these transactions did not rely on, and the Company did not make, any public solicitation or advertisement in connection with these transactions.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall such securities be offered or sold in
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Exhibit Description 99.1 Securities Purchase Agreement, datedJune 29, 2021 , betweenRespireRx Pharmaceuticals Inc. andEMA Financial, LLC . 99.2 Piggy-Back Registration Rights Agreement, datedJune 29, 2021 , betweenRespireRx Pharmaceuticals Inc. andEMA Financial, LLC . 99.3 10% Convertible Note, datedJune 29, 2021 . 99.4 Common Stock Purchase Warrant, datedJune 29, 2021 . 99.5 Exchange Agreement, datedJune 28, 2021 , betweenRespireRx Pharmaceuticals Inc. andEMA Financial, LLC . 99.6 Common Stock Purchase Warrant, datedJune 28, 2021 , betweenRespireRx Pharmaceuticals Inc. andEMA Financial, LLC . 99.7 Common Stock Purchase Warrant, datedJuly 30, 2020 , betweenRespireRx Pharmaceuticals Inc. andEMA Financial, LLC (incorporated by reference to Exhibit 99.6 of the Company's Current Report on Form 8-K (file no. 001-16467) filed onAugust 5, 2020 ). 99.8 Exchange Agreement, datedJune 30, 2021 , betweenRespireRx Pharmaceuticals Inc. andFirstFire Global Opportunities Fund LLC . 99.9 Common Stock Purchase Warrant, datedJune 30, 2021 , betweenRespireRx Pharmaceuticals Inc. andFirstFire Global Opportunities Fund LLC . 99.10 Common Stock Purchase Warrant, datedJuly 2, 2020 , betweenRespireRx Pharmaceuticals Inc. andFirstFire Global Opportunities Fund LLC (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K (file no. 001-16467) filed onJuly 7, 2020 ).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
(Registrant) By: /s/Jeff E. Margolis Jeff E. Margolis SVP, CFO, Secretary and Treasurer
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