ResolutionRx Ltd, a Subsidiary of RespireRx Pharmaceuticals Inc., Enters into Letter of Intent with Cantheon Capital for the Financing of Anticipated Research and Development Costs

Glen Rock, N.J., May 24, 2023 (GLOBE NEWSWIRE) -- RespireRx Pharmaceuticals Inc. (OTC Pink Market: RSPI) (“RespireRx”) and ResolutionRx Ltd (“ResolutionRx”), collectively “RespireRx” and its subsidiaries and business units are referred to in this press release as the “Company.” ResolutionRx, an unlisted public Australian company, (Australian Company Number or ACN: 664 925 651) and a wholly-owned subsidiary of RespireRx, and RespireRx are pleased to jointly announce that on May 18, 2023, ResolutionRx entered into a Letter of Intent (the “Cantheon LOI” or “Cantheon Term Sheet”) with Cantheon Capital (“Cantheon”) that describes an intended aggregate investment of US$3,125,000 by Cantheon in Australian Series A Preference Shares (the “Series A Shares”) to be issued by ResolutionRx to support clinical trial research and development (“R&D”) over the R&D period, with each tranche of the investment equal to 25% of the clinical trial costs of the cannabinoid program that are described in the the ResolutionRx clinical research services (“CRO”) agreement with iNGENu and the subject of ResolutionRx approved invoices received from iNGENu.

The terms of the Cantheon LOI are binding, subject only to, (i) satisfactory completion of definitive documents substantially consistent with the terms of the Cantheon Term Sheet, (ii) satisfactory completion of due diligence, (iii) the previously announced iNGENu services agreement being valid and enforceable by all parties, and (iv) the development and commercialization rights to the RespireRx cannabinoid program have been sub-licensed, licensed, assigned, transferred or otherwise made available to ResolutionRx. 

The Series A Shares are convertible, and upon conversion, shall at all times be paid with Ordinary Shares and not in cash. The Series A Shares are subject to a mandatory and automatic conversion feature which is generally triggered the day before the consummation of an initial public offering (“IPO”) by ResolutionRx, or after certain timeframes have occurred or upon the occurrence of certain corporate events.

In the Cantheon LOI, ResolutionRx represented that it will incur R&D costs of approximately US$16,530,571 during the performance of R&D which is expected to occur over approximately two and a half years. ResolutionRx also represented that it will reasonably endeavor to ensure that the Ordinary Shares will be listed for trading on the Australian Securities Exchange (“ASX”) within eighteen months of the anniversary date of the services agreement with iNGENu. Such listing will be either by IPO, backdoor (shell merger) or direct listing or another mutually agreed method.