Washington, D.C. 20549




Current Report


Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 10, 2018



(Exact name of registrant as specified in its charter)


Delaware   1-16467   33-0303583
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S Employer
Identification No.)


126 Valley Road, Suite C

Glen Rock, New Jersey

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (201) 444-4947


(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






Item 7.01 Regulation FD Disclosure


On December 10, 2018, RespireRx Pharmaceuticals Inc. (the “Company”) announced that the Company’s Senior Vice President of Research and Development, Richard Purcell and its Senior Vice President, Chief Financial Officer, Treasurer and Secretary, Jeff E. Margolis, each will be presenting at the International Cannabinoid Derived Pharmaceuticals Summit at the Revere Hotel in Boston, Massachusetts. Mr. Purcell is scheduled to co-lead a pre-conference workshop on “Financial Planning and Commercial Strategy” on Monday, December 10, 2018. Mr. Purcell is also scheduled to present “Using Cannabis to Treat Previously Untreatable Diseases” on Wednesday, December 12, 2018. Mr. Margolis is scheduled to participate on a panel on Wednesday, December 12, 2018 entitled “The Funding Challenges Associated with Cannabis-Derived Pharmaceuticals.”


The slide presentations that the Company will be using at the conference are attached as Exhibits 99.1, 99.2 and 99.3. The press release announcing the Company’s participation in the conference is attached as Exhibit 99.4. These exhibits are being furnished and not filed pursuant to Item 7.01 of Form 8-K


Item 9.01 Financial Statements and Exhibits


(d) Exhibits.


A list of exhibits that are furnished and filed as part of this report is set forth in the Exhibit Index, which is presented elsewhere in this document, and is incorporated herein by reference.






  Exhibit Description
99.1   Slide Presentation*
99.2   Slide Presentation*
99.3   Slide Presentation*
99.4   Press Release dated December 10, 2018*


* Furnished herewith.




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.


  By: /s/ Jeff E. Margolis

Jeff E. Margolis

Senior Vice President, Chief Financial Officer, Treasurer and Secretary




Exhibit 99.1




































































Exhibit 99.2
















































































Exhibit 99.3

































Exhibit 99.4


RespireRx Pharmaceuticals Inc. Executives Presenting at the

International Cannabinoid Derived Pharmaceuticals Summit


December 11 – 12, 2018

Workshops, December 10, 2018

The Revere Hotel

200 Stuart St., Boston, MA


- SVP R&D leading workshop on Financial Planning and Commercial Development
- SVP R&D to present A Translational R&D Program with Dronabinol for OSA
- CFO participating on panel on Funding the Commercial Development of Pharmaceutical Cannabinoids


Glen Rock, N.J., December 10, 2018 /Globe Newswire – RespireRx Pharmaceuticals Inc. (OTCQB: RSPI) (“RespireRx” or the “Company”), a clinical stage pharmaceutical company, focused on the development of medicines that promote neuronal signaling in diseases and disorders of neuronal dysfunction, is pleased to announce that the Company and members of its executive management team are highlighted speakers at the International Cannabinoid Derived Pharmaceuticals Summit at the Revere Hotel, 200 Stuart St. Boston, MA (http://international-cdp.com/).


Richard Purcell, RespireRx Senior Vice President of Research & Development will co-lead a workshop on December 10 th on “Financial Planning and Commercial Strategy” for cannabinoids. http://international-cdp.com/whats-on/workshops/


On December 12 th , Richard Purcell is scheduled to present “Using Cannabis to Treat Previously Untreatable Diseases” and will provide a detailed scientific talk on the dronabinol translational research program – from in vitro through animal models to clinic trials – that demonstrate the mechanism of action and clinical effectiveness of dronabinol for the treatment of obstructive sleep apnea, a condition that affects nearly 30 million Americans, and for which there are no drug therapies. http://international-cdp.com/whats-on/agenda/?curr_day=194


Also, on December 12 th , Jeff Margolis, RespireRx Senior Vice President, Chief Financial Officer, Treasurer and Secretary, is scheduled to participate in a panel discussion entitled “The Funding Challenges Associated with Cannabis-Derived Pharmaceuticals.” http://international-cdp.com/whats-on/agenda/?curr_day=194


RespireRx Pharmaceuticals, Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452





“RespireRx is at the forefront of developing cannabinoids for the treatment of disease, because we are focused on science and medicine”, said Dr. Lippa, Executive Chairman, Chief Scientific Officer, Interim CEO and Interim President. “By understanding the neurologic mechanisms of how and why cannabinoids effect their therapeutic properties, we have demonstrated that dronabinol works to improve breathing in OSA patients through a well-defined neuronal signaling pathway involving receptors for serotonin, CB1 and CB2 in specific neurons that control the muscles in the upper airway. Rich Purcell will be presenting our translational research, through which we have shown that dronabinol modulates the serotonin pathway to overcome the cessation of breathing that we see in OSA. Through our research efforts, which include two Phase II clinical trials, as well as our partnership with Noramco, Inc. for clinical and commercial supply of dronabinol, and in conjunction with our regulatory consultants, we are preparing a package for FDA to initiate our pivotal trial in OSA. We are excited as a management team to participate in the important conference to advance the commercial development of pharmaceutical cannabinoids.”


About RespireRx Pharmaceuticals Inc.


RespireRx Pharmaceuticals Inc. is a leader in the development of medicines for respiratory disorders and CNS indications, with a focus on obstructive sleep apnea, attention deficit hyperactivity disorder (ADHD), spinal cord injury, other neurological conditions and drug-induced respiratory depression. The Company holds exclusive licenses and owns patents and patent applications or rights thereto for certain families of chemical compounds that claim the chemical structures and their uses in the treatment of a variety of disorders, as well as claims for novel uses of known drugs.


Cannabinoids. RespireRx is developing dronabinol, a synthetic derivative of a naturally occurring substance in the cannabis plant, for the treatment of OSA, a serious respiratory disorder that impacts an estimated 29.4 million people in the United States according to the American Academy of Sleep Medicine (“AASM”), published in August 2016. OSA has been linked to increased risk for hypertension, heart failure, depression, and diabetes, and has an annual economic cost in the United States of $162 billion according to the AASM. There are no approved drug treatments for OSA.


RespireRx believes, pending the outcome of an intended meeting with the FDA, that it will be able to commence a Phase 3 clinical study for the treatment of OSA with dronabinol. The Company further believes that it would only require approval by the FDA of a 505(b)(2) new drug application (“NDA”), an efficient regulatory pathway.


RespireRx believes that the most direct route to commercialization is to proceed directly to a Phase 3 pivotal trial using the currently available dronabinol formulation (2.5, 5 and 10 mg gel caps) and to then commercialize a RespireRx branded dronabinol capsule (“RBDC”).


RespireRx Pharmaceuticals, Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452





RespireRx also believes that there are numerous opportunities for reformulation of dronabinol to produce a second-generation proprietary, branded product for the treatment of OSA with an improved profile. Therefore, simultaneous with the development of the RBDC, RespireRx plans to develop a proprietary dronabinol formulation to optimize the dose and duration of action for treating OSA.


Ampakines. The second platform of proprietary medicines being developed by RespireRx are ampakines, which act to enhance the actions of the excitatory neurotransmitter glutamate at AMPA glutamate receptors. Several ampakines, in both oral and injectable forms, are being developed by the Company for the treatment of a variety of breathing and CNS disorders. In clinical studies of respiratory function, select ampakines have shown preliminary efficacy in central sleep apnea and in the control of respiratory depression produced by opioids, without altering the opioid analgesic effects. In animal models of certain orphan disorders, such as Pompe Disease, Rett’s Syndrome and perinatal respiratory distress, certain ampakines have been shown to improve breathing function.


Ampakines also have shown potential as possible therapeutic agents for the treatment of certain neuropsychiatric and neurological disorders. Ampakines have demonstrated positive activity in animal models of ADHD, results that have been extended translationally into statistically significant improvement of symptoms observed in a Phase 2 clinical trial of CX717 in adults with ADHD. At present, the major pharmacotherapies available for ADHD are made up of two types of drugs. Stimulants, such as amphetamine, rapidly produce robust effects, but suffer from side effects typical of stimulants, including tolerance, dependence, withdrawal and abuse. For these reasons, stimulants are scheduled by the FDA. Non-stimulants, such as Straterra® (atomoxetine) tend to be less effective than stimulants, with a much longer (approximately 4 – 8 week) latency to onset of action. In a number of animal and human studies, CX717 and other ampakines did not display any stimulant properties typically associated with drugs like amphetamine. In the Phase 2 ADHD clinical trial, statistically significant therapeutic effects were observed within one week. Therefore, we believe ampakines may represent a novel, non-stimulant treatment for ADHD with a more rapid onset of action than alternative non-stimulant treatment options.


RespireRx owns certain composition of matter and use patents and patent applications with respect to ampakines CX1739, CX717 and other amakines. The Company has received notice from the University of Alberta that purports to terminate the Company’s license in respect of patents associated with respiratory applications of ampakines. RespireRx has been in contact with the University of Alberta and anticipates engaging in a dispute resolution process with respect to its license with the University of Alberta in respect to use patents associated only with respiratory applications of ampakines.


RespireRx Pharmaceuticals, Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452





Additional information about the Company and the matters discussed herein can be obtained on the Company’s web-site at www.RespireRx.com or in the Company’s filings with the Securities and Exchange Commission at www.sec.gov .


Cautionary Note Regarding Forward-Looking Statements


This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Company intends that such forward-looking statements be subject to the safe harbor created thereby. These might include statements regarding the Company’s future plans, targets, estimates, assumptions, financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about research and development efforts, including, but not limited to, preclinical and clinical research design, execution, timing, costs and results, future product demand, supply, manufacturing, costs, marketing and pricing factors.


In some cases, forward-looking statements may be identified by words including “anticipates,” “believes,” “intends,” “estimates,” “expects,” “plans,” “contemplates,” “targets,” “continues,” budgets,” “may,” and similar expressions and such statements may include, but are not limited to, statements regarding (i) future research plans, expenditures and results, (ii) potential collaborative arrangements, (iii) the potential utility of the Company’s proposed products, (iv) reorganization plans, (v) the clinical development, regulatory review and commercialization process, and (vi) the need for, and availability of, additional financing.


The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements are based on assumptions regarding the Company’s business and technology, which involve judgments with respect to, among other things, future scientific, economic, regulatory and competitive conditions, collaborations with third parties, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, actual results may differ materially from those set forth in the forward-looking statements. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s objectives or plans will be achieved.


Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies or changes thereto, available cash, research and development results, competition from other similar businesses, interest of third parties in collaborations with us, and market and general economic factors. This discussion should be read in conjunction with the condensed consolidated financial statements (unaudited) and notes thereto included in Item 1 of the Company’s Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including the section entitled “Item 1A. Risk Factors.” The Company does not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.


Company Contact:


Jeff Margolis

Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Telephone: (917) 834-7206

E-mail: jmargolis@respirerx.com


RespireRx Pharmaceuticals, Inc. 126 Valley Road, Suite C, Glen Rock, NJ 07452