RESPIRERX PHARMACEUTICALS INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Securities Purchase Agreement, the investors
invested
The Securities Purchase Agreement, the Certificate and the delivery of the Series I Preferred Stock was approved by the Company's Board of Directors.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Securities Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1. The information set forth in Item 3.02 herein is incorporated into this Item 1.01 by reference.
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.
The Investors made representations to the Company in the Securities Purchase Agreement that they met the accredited investor definition of Rule 501 of Regulation D of the Securities Act of 1933 (the "Securities Act"), and the Company relied on such representations.
The transaction described in Item 1.01 herein was between the Company and the Investors and were made in reliance on the exemption from registration afforded by 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
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Number of Shares: The number of shares designated as Series I Preferred Stock is 3,500 (which is not subject to increase without the written consent of a majority of the holders (each a "Holder") of the Series I Preferred Stock or as otherwise set forth in the Certificate of Designation).
Par value: The par value of each share of Series I Preferred Stock is
Stated Value: The initial Stated Value of each share of Series I Preferred Stock
is
Dividend: The Company must pay a dividend on the Series I Preferred Stock at a rate per share (as a percentage of the Stated Value per share) of 8% per annum, payable annually within 15 calendar days of the end of each fiscal year of the Company, based on a 365-day year, in duly authorized, validly issued, fully paid and non-assessable shares of Series I Preferred Stock, which may include fractional shares of Series I Preferred Stock. Dividends shall accrue daily commencing on the Original Issue Date, as defined in the Certificate. The dividend to be paid at the end of the first fiscal year after closing and during the year of redemption may be a partial period.
Redemption: Redemption shall happen upon the payment of an Eligible Payment which takes place upon the occurrence of an Eligible Payment Event, as both terms are defined in the Certificate.
Eligible Payment: The Maximum Appreciated Price (unless a lesser price is agreed by the Corporation and the Holder) multiplied by the number of shares of Common Stock corresponding to the number of Series I Preferred Shares divided by the Base Measurement Price multiplied by the Stated Value.
Eligible Payment Event: In addition to the Fundamental Transactions, as defined
in the Certificate, that may cause an Eligible Payment Event as described in the
Certificate, the following events shall cause an Eligible Payment: (i) any
license, sublicense, joint venture or similar transaction resulting in an
upfront payment of at least
Base Measurement Price: means
Maximum Appreciated Price: means the lesser of
Voting Rights: Each share of Series I Preferred Stock shall be entitled to one vote for each share of Series I Preferred Stock and shall only vote as a class to the extent that under the DGCL the vote of the Holders of the Series I Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Corporation, the affirmative vote or consent of the Holders of at least a majority of the then outstanding shares of the Series I Preferred Stock. In addition to the above, any action that would reduce the rights or privileges of the Series I Preferred Stock will require an affirmative vote or consent of the Holders of at least a majority of the then outstanding shares of the Series I Preferred Stock.
Liquidation Preferences: Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a "Liquidation"), no distribution shall be made to the holders of any shares of capital stock of the Corporation unless, prior thereto, the Holders of the Series I Preferred Stock shall have received out of the available assets, whether capital or surplus, of the Corporation (i) an amount equal to 100% of the stated value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages owing thereon, for each share of Series I Preferred Stock plus (ii) an amount equal to a pro rata portion of the Eligible Payment Amount, if any. The distribution shall result in a Redemption. If the assets of the Corporation shall be insufficient to pay in full such amounts due the Holders or any holders of another class that is parri pasu with the Holders ("Pari Passu Holders"), then the entire assets shall be distributed ratably among the Holders and Pari Passu Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full and such distribution shall result in a Redemption. A Fundamental Transaction, or a Change of Control Transaction, each as defined in the Certificate, shall be deemed to be Liquidations.
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Restrictions on Transfer: Except for transfers to an immediate family member or an Affiliate (as defined in the Certificate, and which includes trusts of which the Holder or Holders are grantors), Holders of Series I Preferred Stock may not, directly or indirectly, give, sell, assign, pledge, encumber or otherwise dispose of, transfer or permit to be transferred any shares of Series I Preferred Stock held by such Holder, and any such purported transfer would have no force or effect and would not be recognized by the Company.
THE FOREGOING SUMMARY OF THE PREFERENCES, RIGHTS, AND LIMITATIONS OF THE SERIES I PREFERRED STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CERTIFICATE OF DESIGNATION FOR THE SERIES I PREFERRED STOCK, WHICH IS FILED AS EXHIBIT 3.1 TO THIS CURRENT REPORT ON FORM 8-K.
Item 8.01 Other Events
As of close of business on
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Exhibit Description
3.1 Certificate of Designation, Preferences, Rights and Limitations
of Series I 8% Redeemable Preferred Stock
99.1 Form of Securities Purchase Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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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