Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2022, Mr. Timothy Jones, the President and Chief Executive Officer and member of the Board of Directors ("BOD") of RespireRx Pharmaceuticals, Inc. (the "Company") notified the Company of his intent to resign which he and the Company subsequently agreed would target January 31, 2022 and would include his resignation as a member of the BOD.

The BOD intends to appoint Arnold S. Lippa as the Interim President and Interim Chief Executive effective upon Mr. Jones' departure. The terms of Mr. Jones' employment agreement, as amended, remain in effect.

The Company has had non-contentious preliminary discussions with Mr. Jones regarding the timing, transfer of responsibilities, process, expectations during the transition period through his departure date, as well as related financial matters. The discussions were preliminary and do not represent final terms, conditions or processes at this time. If the Company enters into any subsequent agreement with Mr. Jones regarding the circumstances of his resignation or departure, the Company will file a subsequent report on Form 8-K.

Mr. Jones indicated in those preliminary discussions that he is resigning to pursue a consulting practice.

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 10, 2022                   RESPIRERX PHARMACEUTICALS INC.
                                         (Registrant)

                                         By:  /s/ Jeff Eliot Margols
                                             Jeff Eliot Margolis
                                             Senior Vice President, Chief
                                             Financial Officer, Secretary and
                                             Treasurer

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