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 - Seite 2

The Cantheon investment will be exempt from registration under the applicable U.S. federal and state securities laws, rules and regulations. Cantheon also acknowledged that ResolutionRx will be conducting additional financings, including but not limited to additional offerings of Series A Shares in Australia as well as other forms of financing.

“This Cantheon Term Sheet, along with our Letter of Intent and Term Sheet with Radium Capital, our services agreement with our CRO iNGENu, our recently established relationships with our Australian based research and development tax credit advisors and accounting firm and our Australian based law firm, our commercial bank and our new relationship (as of May 22, 2023) with our local Australian financial advisor, PrimaryMarkets Pty Ltd, as well as the restatement of our Australian Constitution to, among other things, establish the Series A Shares, we believe completes the major initial components of our plan to create a fully operational cannabinoid drug research and development company in Australia that will have adequate capital to conduct its strategic and operational plans,” said Jeff Margolis, Senior Financial Officer, ResolutionRx and Chief Financial Officer of RespireRx.

“This financing is a crucial next step in the restructuring of RespireRx and the founding and funding of ResolutionRx. Combined with the previously announced debt facility similar to a line of credit to be provided by Radium Capital to finance ResolutionRx’s anticipated 43.5% tax credit under the Australian Research and Development Tax Incentive, the Cantheon financing will provide a significant amount of the funds needed in order for ResolutionRx to conduct the upcoming research and development activities necessary for the commercialization of its pharmaceutical cannabinoid platform,” said Arnold Lippa, Interim CEO and CSO of RespireRx.

The above is a summary of what RespireRx and ResolutionRx believe are key the provisions of the Cantheon LOI and is qualified in its entirety by RespireRx’s Current Report on Form 8-K filed with the U.S. Securities and Commission on May 24, 2023.

About RespireRx Pharmaceuticals Inc.

RespireRx Pharmaceuticals Inc. and its subsidiaries and business units (“RespireRx Group”) are leaders in the discovery and development of medicines for the treatment of psychiatric and neurological disorders, with a focus on treatments that address conditions affecting millions of people, but for which there are few or poor treatment options, including obstructive sleep apnea (“OSA”), attention deficit hyperactivity disorder (“ADHD”), epilepsy, pain, recovery from spinal cord injury (“SCI”), and certain neurological orphan diseases . The Company is developing a pipeline of new and re-purposed drug products based on our broad patent portfolios for two drug platforms: (i) pharmaceutical cannabinoids, which include dronabinol, a synthetic form of ∆9-tetrahydrocannabinol (“Δ9-THC”) that acts upon the nervous system’s endogenous cannabinoid receptors and (ii) neuromodulators, which include AMPAkines and GABAkines, proprietary chemical entities that positively modulate (positive allosteric modulators or “PAMs”) AMPA-type glutamate receptors and GABA_A receptors, respectively.