UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 1.01 Entry into a Material Definitive Agreement.
Indemnification Agreement
As discussed in more detail below, on January 18, 2024, the Board of Directors (the “Board”) of RespireRx Pharmaceuticals Inc. (the “Company”) appointed a new director, Dariusz Nasiek to the Board who is considered to be an outside director. The appointment was to fill a vacancy on the Board. In connection with the appointment and in conformity with its corporate policy of indemnifying all directors and officers, the Board also agreed to enter into an indemnification agreement with Dr. Nasiek substantially in the form applicable to all other directors and officers of the Company, namely, each existing director of the Company, Arnold S. Lippa and Jeff E. Margolis, both of whom are also officers of the Company and Joseph Siegelbaum who is an outside director and with the new director, Dariusz Nasiek, also an outside director (each director and/or officer, an “Indemnitee”). The Company will indemnify each Indemnitee when such Indemnitee is a party or threatened to become a party, by virtue of being a director or officer of the Company, from the costs and expenses, fines and certain other amounts in connection with certain proceedings, including proceedings in the right of the Company, so long as such Indemnitee acted in good faith and reasonably believed that such actions were not opposed to the best interests of the Company, as determined (i) by members of the Board of the Company not parties to such proceedings, (ii) by independent counsel if a quorum of disinterested directors is not available or so directs, or (iii) by a majority vote of stockholders of the Company, exclusive of any Indemnitee claiming indemnification who is also a stockholder of the Company, who shall not vote. The indemnifications provided by the form of Indemnification Agreement or any other indemnification pursuant to the Certificate of Incorporation or By-Laws are not exclusive of any other remedies that an Indemnitee may have.
Awards to Officers and Directors as Compensation
Also in connection with the appointment of the new director, as described below, on January 18, 20224, the Board agreed that Dr. Nasiek was entitled to quarterly compensation for his service as a director at the rate of $20,000 per quarter, earning the full quarter fee for participation in meetings of the Board during the first quarter of 2024. In addition, Dr. Nasiek is eligible for bonuses and may also be eligible for additional fees at the discretion of a majority of the disinterested members of the Board, including but not limited to attendance at Board meetings other than the normal quarterly meetings and committee membership or meeting attendance. The Board may make awards to Dr. Nasiek under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan as well as the Company’s 2015 Stock and Stock Option Plan, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2024, the Company’s Board of Directors (“Board”) adopted a resolution at a meeting of the Board held by video conference to invite Dr. Dariusz Nasiek to join the Board as an outside director and to fill a vacancy. Dr. Nasiek subsequently accepted the invitation and became an outside member of the Board. The Company has not yet determined on which committees of the Board Dr. Nasiek will serve.
Dr. Nasiek, MD, MBA, is a dedicated anesthesiologist with expertise in anesthesiology and interventional pain management. Dr. Nasiek is board certified by the American Board of Anesthesiology, the American Board of Pain Medicine and the American Board of Interventional Pain Physicians. Dr. Nasiek is also a Life Member of the American Society of Interventional Pain Physicians and a Member of the International Spine Intervention Society. He has been a practicing physician for the last 35 years. Since 2006, he has been the Managing Partner of Allied Neurology & Interventional Pain Practice, and since 2008, he has served as the Director of Anesthesiology at Hackensack Surgery Center. Dr. Nasiek is a leader specializing in non-surgical options for the treatment of spinal and non-spinal pain and is a pioneer in the use of innovative techniques in the cervical, thoracic and lumbar spine. His forward-looking approaches to pain management, regenerative medicine and tissue healing are described in the new 2nd Edition of his book entitled, “PRP, Platelet Rich Plasma: A New Paradigm in Regenerative Medicine.”
The information provided in Item 1.01 under the headings “Indemnification Agreements” and “Awards to Officers and Director as Compensation” is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The press release announcing the Company’s newly elected director is attached as Exhibit 99.1.
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 follows, and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | |
| 99.1* | Press Release dated January 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* 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.
| Date: January 22, 2024 | RESPIRERX PHARMACEUTICALS INC. | |
| (Registrant) | ||
| By: | /s/ Jeff E. Margolis | |
| Jeff E. Margolis | ||
| SVP, CFO, Secretary and Treasurer | ||