8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 12, 2004

CORTEX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-17951	33-0303583
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

15241 Barranca Parkway Irvine, California	92618
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 727-3157

N/A

(Former name or former address, if changed since last report.)

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired: None.

(b) Pro Forma Financial Information: None.

(c) Exhibits.

Exhibit Number	Description
99.1	Press release of Cortex Pharmaceuticals, Inc. dated February 12, 2004.

Item 12. Results of Operations and Financial Condition.

On February 12, 2004, Cortex Pharmaceuticals, Inc. issued a press release to report its financial results. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

All of the foregoing information, including Exhibit 99.1, is being furnished under Item 12 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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.

	CORTEX PHARMACEUTICALS, INC.
Date: February 12, 2004	By:	/s/ Maria S. Messinger
		Maria S. Messinger
		Vice President, Chief Financial Officer
		and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description	Sequential Page No.
99.1	Press release of Cortex Pharmaceuticals, Inc. dated February 12, 2004.	4

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EX-99.1

Exhibit 99.1

Press Release
Contacts:	Roger G. Stoll, Ph.D.	Jane Lin/Dian Griesel, Ph.D.
	Chairman, President and CEO	The Investor Relations Group
	Cortex Pharmaceuticals, Inc.	(212) 825-3210
	(949) 727-3157

Cortex Reports Operating Results

IRVINE, CA (February 12, 2004) — Cortex Pharmaceuticals, Inc. (AMEX: COR) reported net income of $512,000 ($0.02 per share) for the quarter ended December 31, 2003. This compares with a net loss of $276,000 ($0.02 per share) for the corresponding prior year period. For the six month period ended December 31, 2003, Cortex reported a net loss of $3,806,000 ($0.20 per share). This compares with a net loss of $950,000 ($0.06 per share) for the corresponding prior year period.

Revenues for the quarter and six-month period ended December 31, 2003 reflect the $2,000,000 milestone payment received from Organon at the end of December, as previously reported. As provided in the related agreement, Organon paid Cortex the milestone in order to retain its rights to Cortex’s AMPAKINE^® technology in the field of depression.

Excluding non-cash stock compensation charges, operating expenses for the quarter and six-month period ended December 31, 2003 increased relative to costs for the corresponding prior year periods primarily due to preclinical expenses to advance the second generation AMPAKINE compound, CX717.

“During the quarter we continued our required toxicology studies for CX717, as we progress toward our plan to enter human testing with this molecule during the second quarter of the calendar year,” said Roger Stoll, President and CEO of Cortex.

“In early January we announced a $19 million private placement of our common stock and warrants. The proceeds from this financing will allow us to significantly accelerate the development of CX717, as well as other AMPAKINE compounds,” continued Dr. Stoll.

The Company also recorded non-cash charges in its results for the quarter ended September 30, 2003 related to common stock warrants issued in connection with the Company’s August 2003 private placement. The non-cash charges are required by EITF 00-19, “Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled In a Company’s Own Stock.” The non-cash charges had no impact on the Company’s working capital or its liquidity.

As is customary for private placement transactions, the Company had an obligation to register for resale the shares underlying the warrants under the Securities Act of 1933. In accordance with EITF 00-19, the value of the warrants is recorded as a liability until such registration statement is effective. The increase in market value of the Company’s common stock from the closing of its financing on August 21, 2003 to September 30, 2003 resulted in non-cash charges to reflect the increase in Black-Scholes value of the warrants between those two dates. As a result, the Company incurred an increase in liabilities and additional non-cash charges as of September 30, 2003.

With the non-cash charges of $3,844,000 for the increased Black-Scholes value of the warrants, the Company’s net loss for the quarter ended September 30, 2003 increased from $475,000 ($0.03 per share), as previously reported, to $4,319,000 ($0.24 per share), as adjusted.

The Company again re-measured the fair value of the warrants on December 8, 2003, the date that the registration statement filed for the shares underlying the warrants was declared effective by the Securities and Exchange Commission, as required by EITF 00-19. This re-measurement resulted in a reversal of $367,000 of the non-cash charges recorded as of September 30, 2003. During the quarter ended December 31, 2003, when the related registration statement was declared effective, the fair value of the warrants was reclassified to equity, evidencing the non-impact of these adjustments to the Company’s financial position or its business operations.

Cortex Pharmaceuticals, Inc.

Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for neurological and psychiatric disorders. The Company is pioneering a class of proprietary pharmaceuticals called AMPAKINE compounds, which act to increase the strength of signals at connections between brain cells. The loss of these connections is thought to be responsible for memory and behavior problems in Alzheimer’s disease. Many psychiatric diseases, including schizophrenia, occur as a result of imbalances in the brain’s neurotransmitter system. These imbalances may be improved by using the AMPAKINE technology. Cortex has alliances with N.V. Organon for the treatment of schizophrenia and depression and with Les Laboratoires Servier for the development of AMPAKINE compounds to treat the neurodegenerative effects associated with aging and disease, including Mild Cognitive Impairment, Alzheimer’s disease and anxiety disorders. Cortex is currently developing CX717, a second generation AMPAKINE compound, for the Alzheimer’s disease and Mild Cognitive Impairment indications.

Forward-Looking Statement

Note — This press release contains forward-looking statements concerning the Company’s research and development activities, clinical trials and business development plans. Actual results may differ materially, depending on a number of risk factors, including the risks that the agreements with Organon and Servier will not result in any commercial products or that any additional milestone payments will be earned by the Company; that the Company may be unable to arrive at additional corporate partnerships with other pharmaceutical companies on acceptable terms and therefore be required to independently fund clinical development of AMPAKINE compounds through the sale of additional equity securities or otherwise; that the Company’s proposed products may at any time be found to be unsafe or ineffective for any or all of their proposed indications; that competitors may challenge or design around the Company’s patents or develop competing technologies; and that clinical studies may at any point be suspended or take substantially longer than anticipated to complete. As discussed in the Company’s Securities and Exchange Commission filings, the Company’s proposed products will require additional research, lengthy and costly clinical testing and regulatory approval. AMPAKINE compounds are investigational drugs and have not yet been shown to have efficacy in the treatment of any disease.

(tables follow)

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Cortex Pharmaceuticals, Inc.

Condensed Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three months ended December 31,					Six months ended December 31,
	2003		2002			2003			2002
Operating revenues	$	3,256	$	1,381		$	4,594		$	2,504
Operating expenses:
Research and development		1,837		835			2,870			1,949
General and administrative		695		815			1,155			1,444
Non-cash stock compensation charges		566		11			889			72
Total operating expenses		3,098		1,661			4,914			3,465
Income (loss) from operations		158		(280	)		(320	)		(961	)
Interest income, net		9		4			13			11
Change in fair value of common stock warrants		345		—			(3,499	)		—
Net income (loss)	$	512	$	(276	)	$	(3,806	)	$	(950	)
Income (loss) per share:
Basic and diluted	$	0.02	$	(0.02	)	$	(0.20	)	$	(0.06	)
Shares used in computing per share amounts
Basic		20,640		16,854			19,480			16,852
Diluted		23,909		16,854			19,480			16,852

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	December 31, 2003 (Unaudited)		June 30, 2003
Assets:
Cash and cash equivalents	$	4,847	$	1,125
Marketable securities		399		—
Restricted cash		3		84
Accounts receivable		678		428
Other current assets		319		211
		6,246		1,848
Furniture, equipment and leasehold improvements, net		249		298
Other assets		33		33
Total assets	$	6,528	$	2,179
Liabilities and stockholders’ equity (deficit):
Accounts payable and accrued expenses	$	1,887	$	1,335
Unearned revenue — current		412		2,017
Unearned revenue — non-current		378		247
Stockholders’ equity (deficit)		3,851		(1,420	)
Total liabilities and stockholders’ equity (deficit)	$	6,528	$	2,179

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Cortex Pharmaceuticals, Inc.

Condensed Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three months ended September 30,
	2003, As Previously Reported			2003, As Adjusted
Research, license and grant revenues	$	1,337		$	1,337
Operating expenses:
Research and development		1,033			1,033
General and administrative		460			460
Non-cash, stock compensation charges		323			323
Total operating expenses		1,816			1,816
Loss from operations		(479	)		(479	)
Interest income, net		4			4
Increase in fair value of common stock warrants		—			(3,844	)
Net loss	$	(475	)	$	(4,319	)
Net loss per share, basic and diluted	$	(0.03	)	$	(0.24	)
Shares used in computing per share amounts Basic and diluted		18,321			18,321

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	September 30, 2003, As Previously Reported (Unaudited)		September 30, 2003, As Adjusted (Unaudited)			June 30, 2003
Assets:
Cash and cash equivalents	$	4,469	$	4,469		$	1,125
Marketable securities		200		200			—
Restricted cash		40		40			84
Accounts receivable		94		94			428
Other current assets		98		98			211
		4,901		4,901			1,848
Furniture, equipment and leasehold improvements, net		276		276			298
Capitalized financing costs		—		634			—
Other assets		33		33			33
Total assets	$	5,210	$	5,844		$	2,179
Liabilities and stockholders’ equity (deficit):
Accounts payable and accrued expenses	$	1,174	$	1,174		$	1,335
Unearned revenue — current		988		988			2,017
Unearned revenue — non-current		—		—			247
Common stock warrants		—		8,833			—
Stockholders’ equity (deficit)		3,048		(5,151	)		(1,420	)
Total liabilities and stockholders’ equity (deficit)	$	5,210	$	5,844		$	2,179

More information at www.cortexpharm.com

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