RespireRx Navigates SEC Revocation, Eyes Future R&D Amidst Financial Concerns

NEW YORK, NY – November 18, 2025 – RespireRx Pharmaceuticals Inc. is facing a critical juncture following the Securities and Exchange Commission’s (SEC) order revoking the registration of its common stock, effective November 14, 2025. The revocation stems from the company's failure to file periodic reports since September 30, 2023, and while RespireRx has accepted a settlement with the SEC and plans to re-register its stock, the move highlights underlying financial strains and raises questions about its long-term viability.

SEC Order and Re-Registration Plans

The SEC’s decision, detailed in Administrative Proceeding File No. 3-22541, didn’t include a monetary fine, but mandates that RespireRx complete two years of audited financial statements before it can re-register its stock via a Form 10 filing. The company acknowledges the challenge, stating that it intends to wait until after December 31, 2025, to begin the process, effectively anticipating the completion of the required audits. The SEC’s action reflects growing scrutiny of compliance within smaller pharmaceutical companies, particularly those operating with limited resources.

“The SEC isn’t necessarily trying to punish these companies,” explained one regulatory expert. “They're trying to ensure transparency for investors and maintain the integrity of the market. Repeated non-compliance, regardless of size, cannot be tolerated.”

RespireRx’s stock, currently trading on the OTC Expert Market, has experienced significant volatility. Recent gains prior to the SEC announcement, coupled with the announcement itself, underscores the speculative nature of the stock and the sensitivity of its price to news events. The company’s trading on the OTC market, however, already limits investor access and confidence, further compounded by the lack of publicly available financial data.

Financial Health and R&D Pipeline

The lack of recent financial filings paints a concerning picture of RespireRx’s financial health. Analysis reveals a precarious position marked by insufficient cash on hand, significant debt, and a low current ratio. Prior to the filing delinquency, the company reported substantial net losses, and the inability to maintain current payments to its independent accountants was cited as the primary reason for the reporting lapses.

Despite these challenges, RespireRx continues to pursue research and development programs targeting neurological disorders. A recent $1.5 million NIH grant supports preclinical toxicology studies for KRM-II-81, a GABAkine being developed as a potential treatment for epilepsy. The company also has programs in spinal cord injury and obstructive sleep apnea, bolstered by additional government funding and collaborations.

“Maintaining R&D is critical, even during financial turbulence,” said a source close to the company. “These programs represent the long-term value of RespireRx, and the NIH grants provide a lifeline, at least in the short term.”

However, questions remain about the company’s ability to sustain these programs without a significant influx of capital or a return to consistent profitability. Some analysts suggest that the company may need to prioritize its most promising candidates and potentially scale back or delay other programs.

Implications for Stakeholders and the Broader Market

The SEC’s action sends a clear message to other small pharmaceutical companies about the importance of maintaining compliance with reporting requirements. While the SEC did not impose a fine in this case, it could do so in future instances of repeated non-compliance.

The revocation of RespireRx’s stock registration also impacts its stakeholders, including shareholders, creditors, and partners. The lack of a publicly traded stock will likely limit the company’s ability to raise capital and may complicate existing financial arrangements.

“This situation highlights the risks associated with investing in small-cap pharmaceutical companies,” noted one investor. “While there's potential for high returns, there's also a significant risk of financial distress and regulatory setbacks.”

RespireRx's leadership remains optimistic about the future. The company is actively working to address its financial challenges, complete the necessary audits, and re-register its stock. It also plans to continue advancing its R&D programs and seeking strategic partnerships to drive long-term growth. However, the path ahead remains uncertain, and the company’s success will depend on its ability to regain investor confidence and secure the financial resources needed to sustain its operations.