UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2022

RESPIRERX PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

RespireRx Pharmaceuticals Inc. (the “Company”) received notice from the OTC Markets Group on June 15, 2022, that its common shares would be moved from the OTCQB market to the OTC Pink market platform on June 16, 2022 due to no renewal payment having been submitted by the provided deadline of June 15, 2022.

The Company’s common shares will continue to be quoted on the OTC Pink market platform.

Additionally, on May 20, 2022, the Company was advised that the Company’s bid price had closed below $0.01 for more than 30 consecutive calendar days and no longer met the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.3(2), which states that the company must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days.”

In accordance Section 4.1 of the OTCQB Standards, the Company was granted a cure period of 90 calendar days during which the minimum closing bid price for the Company’s common shares would have to have been $.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB market. If this requirement was not met by August 18, 2022, the Company would be removed from the OTCQB market.

From May 20, 2022 to June 15, 2022, the Company had not met the minimum closing bid requirement on any trading day and the Company is not able to provide any assurance that it would be able to meet the minimum closing bid requirement for ten consecutive trading days on or before August 18, 2022 when the Company’s common shares would have been downgraded to the OTC Pink market anyway.

If the Company cures its compliance issue and meets all of the OTCQB Standards, we may request to be moved back to the OTCQB market.

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.