Item 7.01 Regulation FD Disclosure.
On May 1, 2023, ResolutionRx Ltd ("ResolutionRx"), an unlisted public Australian
Company (Australian Company Number or ACN: 664 925 651) and a wholly owned
subsidiary of RespireRx Pharmaceuticals Inc. (OTC: RSPI) ("RespireRx") lodged
with the Australian Securities & Investment Commission ("ASIC"), its new
Constitution ("Constitution") establishing, among other things, Series A
Preference Shares ("Series A Preference Shares"). "Lodged" is the term in
Australia that would be the equivalent to the term "filed" in the U.S. ASIC is
an independent commission of the Australian Government that is the Australian
national corporate regulator.
Pursuant to the Constitution, each shareholder, which as of the date of this
Current Report on Form 8-K, is only RespireRx, submits to the non-exclusive
jurisdiction of the courts of South Australia, Australia, the Federal Court of
Australia, and the courts which may hear appeals from those courts.
All officers, directors, registers, seals and agreements that were elected,
appointed, maintained, adopted or in effect prior to the date of the
Constitution remain as they were prior to the adoption of this Constitution.
Subject to the Corporations Act 2001 (Cth), (the "Corporations Act") the listing
rules ("Listing Rules") of the ASX Limited or Australian Securities Exchange
(collectively, the "ASX") and the Constitution, the directors may allot and
issue shares of ResolutionRx, or options to acquire shares of ResolutionRx to
any person on such terms and with such rights as determined by the directors.
ResolutionRx may issue preference shares including:
(a) preference shares which are, or at the option of ResolutionRx or holder, are
liable to be redeemed or convertible into ordinary shares;
(b) preference shares which are on the terms set out in Schedule 1 to the
Constitution (which is the schedule delineating the Series A Preference
Share terms).
The Constitution has provisions for the alteration of shares, for example by
split or reverse split.
Unless the terms of a class of shares states otherwise, the rights attaching to
a class of shares, to be altered, would require written consent of at least 75%
of the shares issued in that class or by a special resolution passed at a
general meeting of the holders of that class of shares.
With respect to restricted securities:
ResolutionRx shall comply in all respects with the requirements of the Listing
Rules with respect to restricted securities and certain provisions delineated in
the Constitution apply in relation to securities which are classified as
restricted securities by the Listing Rules or the ASX.
Annual general meetings must be held in accordance with the Corporations Act.
Business may not be transacted at any general meeting unless a quorum of
shareholders is present at the time when the meeting proceeds to business. Two
or more shareholders entitled to vote on a resolution at the meeting constitute
a quorum in all cases. In determining whether a quorum is present, each
individual attending as a proxy, attorney or representative is to be counted,
except that where a shareholder has appointed more than one proxy, attorney or
representative, only one is to be counted.
Meetings of directors require a quorum which is two directors.
ResolutionRx must appoint and may only remove an auditor in accordance with the
Corporations Act.
The Constitution established ResolutionRx's Series A Preference Shares and
Schedule 1 to the Constitution is the ResolutionRx Ltd Certificate of
Designation of Series A Preference Shares Terms.
The Series A Preference Shares are convertible into ordinary shares on a 1:1
basis, the Australian equivalent of what in the U.S are referred to as common
shares or common stock. The initial conversion price is the issue price. Under
certain circumstances the initial conversion price may be subject to adjustment
to establish an adjusted conversion price. The Series A Preference Shares have a
9% dividend paid in kind. If at the time of approving ResolutionRx's audited
annual statements, the board of directors resolves that ResoutionRx does not
have adequate profits to pay the dividend in full or does not satisfy the
requirements of section 254T of the Corporations Act to pay the dividend in
full, holders of the Series A Preference Shares will not be entitled to the
dividend for the relevant fiscal year, and instead, the conversion price will be
adjusted to an adjusted conversion price by multiplying the then conversion
price by 1 divided by 1.09. Series A Preference Shares do not have voting
rights. Each holder may convert at the holder's option, its Series A Preference
Shares, inclusive of accrued but unpaid dividends at any time in whole or in
part into ordinary shares (the "Conversion Shares"), by providing ResolutionRx
with a notice of conversion. There are also mandatory and automatic conversion
features. Upon the affirmative vote of the holders of a simple majority of the
Series A Preference Shares issued and outstanding, all outstanding Series A
Preference Shares, plus all declared, but unpaid, dividends thereon, shall
mandatorily be converted into such number of Conversion Shares determined by
dividing the issue price of such Series A Preference Shares (together with the
amount of any declared, but unpaid, dividends thereon) by the conversion price
then in effect. All outstanding Series A Preference Shares (together with the
amount of any declared, but unpaid, dividends thereon) shall automatically
convert to Conversion Shares on the earlier of the following dates: (i) listing
approval; or (ii) three years from the original issue date; or (iii) immediately
prior to or contemporaneously with completion of the sale of all or
substantially all of ResolutionRx's assets in one transaction or a series of
related transactions. The number of Series A Preference Shares are also subject
to adjustment on a broad-based weighted average basis by the issuance of
additional Series A Preference Shares to prevent dilution and ensure an ongoing
conversion ratio as defined in the Certificate of Designation of Series A
Preference Shares Terms. The Series A Preference Shares have certain protective
provisions to prevent, without approval in writing of 75% of the holders, among
other things, corporate actions that would adversely alter or change the rights,
preferences, powers and privileges of the Series A Preference Shares or alter or
amend their terms. The Series A Preference Shares have certain restrictions on
transfer.
The above summary does not purport to comprise a complete description of the
ResolutionRx Constitution or of the Series A Preference Shares. You are advised
to refer to Exhibit 99.1 of this Current Report on Form 8-K for a complete copy
of the Constitution with Schedule 1 attached, Schedule 1 being the ResolutionRx
Certificate of Designation of Series A Preference Shares Terms.
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.
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