Stockholders’ Deficiency

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Deficiency

6. Stockholders’ Deficiency

Preferred Stock

RespireRx has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2023 and December 31, 2022, 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”).

Series B Preferred Stock outstanding as of June 30, 2023 and December 31, 2022 consisted of 37,500 shares issued in a May 1991 private placement. The shares of Series B Preferred Stock are convertible into 1 share of common stock. RespireRx may redeem the Series B Preferred Stock for $25,001 at any time upon 30 days prior notice.

As of June 30, 2023, there were 1,376 shares of Series H Preferred Stock designated and available for issuance.

On April 3, 2023, RespireRx authorized 3,500 shares of Series I 8% Redeemable Preferred Stock (“Series I Preferred Shares”), par value $0.001 and stated value $100.00. The Series I Preferred Shares pay an 8% dividend in-kind, are non-voting, redeemable and non-convertible. The Series I Preferred Stock is redeemable upon the occurrence of certain event(s). The redemption amount which is defined as the Eligible Payment is calculated as the Maximum Appreciated Price (unless a lesser price is agreed by RespireRx and the holder) which is $0.02 multiplied by the number of shares of Common Stock corresponding the number of Series I Preferred Shares divided by the Base Measurement Price of $0.0015 multiplied by the stated amount. An Eligible Payment becomes payable upon the occurrence of an Eligible Payment Event. An Eligible Payment Event is caused by (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least $15,000,000, or (ii) any milestone payment with respect to research and development of at least $15,000,000, or (iii) receipt of royalties in any one year of at least $15,000,000 or (iv) any event resulting in RespireRx’s receipt of an amount deemed by RespireRx’s Board of Directors to establish an Eligible Payment Event. A Fundamental Event as defined in the Certificate of Designation, Preferences, Rights and Limitations of the Series I 8% Redeemable Preferred Stock may cause an Eligible Payment Event. Series I Preferred Shares have certain restrictions on transfer. Between April 5, 2023 and June 15, 2023, RespireRx sold and issued 700 Series I Preferred Shares for $70,000 which accrued $891 of dividends in-kind through June 30, 2023, resulting in the issuance of an additional 9 Series I Preference Shares. Therefore, as of June 30, 2023, there were 709 Series I Preferred Shares outstanding and 2,791 Series I Preferred Shares available for issuance.

On April 12, 2023, RespireRx authorized 15,000 shares of Series J 8%Voting, Participating, Redeemable Preferred Stock (“Series J Preferred Shares”), par value $0.001 and stated value $100.00. The Series J Preferred Shares pay an 8% dividend in-kind, are voting, participating, redeemable and non-convertible. The Series J Preferred Stock is redeemable upon the occurrence of certain event(s). The redemption amount which is defined as the Eligible Payment is calculated as the Maximum Appreciated Price (which is the closing price per share of RespireRx’s Common Stock or its equivalent on the date that is the Trading Day on which the Eligible Payment Event is publicly announced prior to the opening of the financial markets on such date, or the Trading Day following the public announcement of the Eligible Payment Event if announced after the opening of the financial markets on the date of the Eligible Payment Event) multiplied by the number of shares of Common Stock corresponding to the number of Series J Preferred Shares divided by the Base Measurement Price of $0.006 multiplied by the stated value. An Eligible Payment becomes payable upon the occurrence of an Eligible Payment Event. An Eligible Payment Event is caused by (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least $20,000,000, or (ii) any milestone payment with respect to research and development of at least $20,000,000, or (iii) receipt of royalties in any one year of at least $20,000,000 or (iv) any event resulting in RespireRx’s receipt of an amount deemed by the Corporation’s Board of Directors to establish an Eligible Payment Event. A Fundamental Event as defined in the Certificate of Designation, Preferences, Rights and Limitations of the Series J 8% Redeemable Preferred Stock may cause an Eligible Payment Event. Series J Preferred Shares have certain restrictions on transfer. On April 12, 2023, in connection with the signing of one Exchange Agreement and two Exchange and Settlement Agreements with two executive officers of RespireRx who are also directors and one vendor who is an affiliate, (collectively the “Exchangers”), the Exchangers exchanged $570,000 of accrued compensation or other liabilities owed to them for 5,700 Series J Preferred Shares and immediately completed permitted transfers of such shares to family trusts or affiliates and which shares accrued dividends of $9,870 from April 12, 2023 to June 30, 2023 resulting in the issuance of an additional 99 shares of Series J Preferred Stock. Therefore, as of June 30, 2023, there were 5,799 Series J Preferred Shares issued and outstanding and 9,201 Series J Preferred Shares available for issuance. No gain or loss was recorded on the exchange and settlement of the accrued compensation or other liabilities for the Series J Preferred Shares issued.

Although other series of preferred stock have been designated, no other shares of preferred stock are outstanding. As of June 30, 2023, 3,485,924 shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. As of December 31, 2022, 3,504,424 shares of preferred stock were undesignated.

Common Stock

RespireRx has authorized 2,000,000,000 shares of Common Stock, par value $0.001 (“Common Stock”). There are 220,728,647 shares of RespireRx’s Common Stock outstanding as of June 30, 2023. The issued and outstanding shares of Common Stock as of June 30, 2023 included 56,039,999 shares of Common Stock issued upon conversion of convertible notes and 39,144,372 shares of Common Stock issued upon cashless exercise of warrants during the six-month period ended June 30, 2023. After reserving for conversions of convertible debt and convertible preferred stock, as well as exercises of common stock purchase options (granted and available for grant within the 2014 and 2015 stock and stock option plans) and warrants and the issuance of Pier contingent shares and before accounting for incremental contract excess reserves, there were 642,219,502 shares of RespireRx’s Common Stock available for future issuances as of June 30, 2023. No options were exercised during the six-month period ended June 30, 2023. Options exercisable into 31,019 shares of Common Stock expired during the six-month period ended June 30, 2023. During the three-month and six-month periods ended June 30, 2023, warrants exercisable into 25,500,000 and a total of 49,800,000 shares of Common Stock if exercised on a cash basis were exercised on a cashless basis resulting in the issuance of 20,361,976 shares of Common Stock during the three-month period ended June 30, 2023 and a total of 39,144,372 for the six-month period ended June 30, 2023. Warrants exercisable into 23,881 shares of Common Stock expired during the six-month period ended June 30, 2023. No options or warrants were exercised after June 30, 2023. After June 30, 2023, three convertible note holders of notes with substantially similar attributes converted $65,753 of principal, $747 of interest, $1,000 of conversion fees for a total of $67,500, into 45,000,000 shares of Common Stock at a conversion price, in each case of $0.0015 per share of Common Stock.

Common Stock Warrants

A summary of warrant activity for the six-months ended June 30, 2023 is presented below.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Warrants outstanding and exercisable at December 31, 2022		419,683,183		$	0.0074		3.28
Exercised		(49,800,000	)		0.0015		-
Issued		83,333,333			0.0015		4.90
Expired		(23,881	)		-
Warrants outstanding and exercisable at June 30, 2023		453,192,635		$	0.0060		3.27

The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2023:

Exercise Price		Warrants Outstanding and Exercisable (Shares)		Expiration Dates
$	0.0015		427,415,641		September 30, 2023-May 22, 2028
$	0.0389		208,227		May 10, 2026
$	0.0470		172,341		May 3, 2026
$	0.0700		25,377,426		September 30, 2023
$	15.0000		19,000		December 30, 2023
			453,192,635

Based on a value of $0.0015 per share on June 30, 2023, there were 427,415,641 exercisable at-the-money common stock warrants as of June 30, 2023.

A summary of warrant activity for the six-months ended June 30, 2022 is presented below.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Warrants outstanding at December 31, 2021		59,420,298		$	0.0718		3.3300
Issued as a result of most favored nation provisions		36,102,800			0.0100		4.2976
Expired		(2,212,500	)		0.0160
Warrants outstanding and exercisable at June 30, 2022		93,310,598		$	0.0472		2.5557

The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2022:

Exercise Price		Warrants Outstanding (Shares)		Warrants Exercisable (Shares)		Expiration Date
$	0.010		67,405,073		67,405,073	September 30, 2023-April 14, 2027
$	0.0389		208,227		208,227	May 10, 2026
$	0.047		172,341		172,341	May 3, 2026
$	0.070		25,377,426		25,377,426	September 30, 2023
$	11.00 -15.750		147,531		147,531	September 29, 2022-December 30, 2023
			93,310,598		93,310,598

Based on a value of $0.0038 per share on June 30, 2022, there were no exercisable in-the-money common stock warrants as of June 30, 2022.

Stock Options

On March 18, 2014, the stockholders of RespireRx holding a majority of the votes to be cast on the issue approved the adoption of RespireRx’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”), which had been previously adopted by the Board of Directors, subject to stockholder approval. The Plan permits the grant of options and restricted stock in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of RespireRx. As of June 30, 2023, there are 6,325 share available in the 2014 Plan.

The 2014 Plan has provisions for the issuance of stock appreciation rights and phantom stock. On June 7, 2023, phantom stock awards (“Phantom Stock Awards”) totaling 306,000,000 shares of phantom stock (“Phantom Stock”) were made to certain officer and directors and vendors, consultants and advisors. Shares of phantom stock are not convertible into Common Stock and therefore, no reserves were established for such awards. See Note 8. Commitments and Contingencies-Phantom Stock for a description of the phantom stock awarded on June 7, 2023.

On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). As of June 30, 2023, there are 13,701,149 shares available in the 2015 Plan. RespireRx has not and does not intend to present the 2015 Plan to stockholders for approval.

Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3.

A summary of stock option activity for the six-months ended June 30, 2023 is presented below.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Options outstanding at December 31, 2022		9,199,356		$	0.592		3.74
Granted		-			-		-
Expired		(31,039	)		11.200		-
Options outstanding and exercisable at June 30, 2023		9,168,317		$	0.556		2.75

The exercise prices of common stock options outstanding and exercisable were as follows at June 30, 2023:

Exercise Price		Options Outstanding (Shares)		Options Exercisable (Shares)		Expiration Date
$	0.0190		2,194,444		2,194,444	December 31, 2026
$	0.0540		1,700,000		1,700,000	September 30, 2025
$	0.072		5,050,000		5,050,000	July 31, 2025
$	7.00-$159.25		223,873		223,873	November 21, 2023 - December 9, 2027
			9,168,317		9,168,317

There was no deferred compensation expense as there were no outstanding and unvested stock options at June 30, 2023.

Based on a fair value of $0.0015 per share on June 30, 2023, there were no exercisable in-the-money common stock options as of June 30, 2023.

Reserved and Unreserved Shares of Common Stock

As of June 30, 2023, there are 2,000,000,000 shares of Common Stock, par value $0.001 authorized, of which 220,728,647 are issued and outstanding. As of June 30, 2023, there were outstanding options to purchase 9,168,317 shares of Common Stock and 6,325 and 13,701,149 shares available for issuance under the 2014 Plan and 2015 Plan respectively. There are 649 Pier contingent shares of Common Stock that may be issued under certain circumstances. As of June 30, 2023, there are 660,982,775 issuable upon conversion of convertible notes. As of June 30, 2023, there are 453,192,635 shares that may be issued upon exercise of outstanding warrants. As of June 30, 2023, the Series B Preferred Stock may convert into 1 share of Common Stock. Therefore, RespireRx is reserving 1,114,175,410 shares of Common Stock for future issuances with respect to conversions and exercises as well as for the Pier contingent shares. In addition, certain convertible notes and related warrants impose an additional contractual reserve requirement, above the number of shares into which such convertible notes and related warrants may convert or exercise respectively. Neither the Series I Preferred Shares nor the Series J Preferred Shares are convertible into Common Stock and therefore, no reserves have been created. Shares of Phantom Stock described above and in Note 8. Commitments and Contingencies-Phantom Stock, are not convertible into Common Stock and therefore, no reserves were established for such awards.