8-K

UNITED STATES

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)

November 10, 2004

CORTEX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-16467	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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant’s Certifying Accountant.

On November 4, 2004, Cortex Pharmaceuticals, Inc. (the “Company”) determined to dismiss Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm to be effective following the filing of the Company’s quarterly report on Form 10-Q for September 30, 2004.

The Company appointed Haskell & White LLP (“Haskell & White”) as the Company’s new independent registered public accounting firm. The decision to dismiss E&Y and to engage Haskell & White was approved by the Audit Committee of the Company’s Board of Directors to be effective following the filing of the Company’s quarterly report on Form 10-Q for September 30, 2004.

The reports of E&Y on the Company’s financial statements for the years ended June 30, 2003 and June 30, 2004 did not contain any adverse opinion, or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that Ernst & Young LLP’s report on the Company’s financial statements for the fiscal year ended June 30, 2003 contained an explanatory note relating to the Company’s change in its revenue recognition policy.

In connection with its audits of the Company’s financial statements for the years ended June 30, 2003 and 2004, and through the subsequent interim period preceding the dismissal of E&Y, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused it to make reference thereto in its reports. There were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years and through the subsequent interim period prior to engaging Haskell & White, neither the Company nor anyone acting on its behalf consulted with Haskell & White with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The Company has requested E&Y to furnish it a letter addressed to the U.S. Securities & Exchange Commission stating whether it agrees with the statements made herein. A copy of that letter, dated November 10, 2004 is filed as Exhibit 16.1 to this Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 4, 2004, the Company’s Audit Committee under authority from the Board of Directors approved a change in the Company’s fiscal year from June 30 to December 31. This change will be effective for the current fiscal year, which would have otherwise ended June 30, 2005 and will now end on December 31, 2004. The report covering the transition period shall be filed on a Form 10-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired: None.

(b) Pro Forma Financial Information: None.

(c) Exhibits.

Exhibit Number	Description
16.1	Letter from Ernst & Young LLP to the U.S. Securities & Exchange Commission.
99.1	Press Release, dated November 10, 2004.

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: November 10, 2004	By:	/s/ Maria S. Messinger
		Maria S. Messinger Vice President, Chief Financial Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
16.1	Letter from Ernst & Young LLP to the U.S. Securities & Exchange Commission.
99.1	Press Release, dated November 10, 2004.

EX-16.1

Exhibit 16.1

	Ernst & Young LLP	Phone: (619) 235-5000
	Suite 1100	Fax: (619) 235-5151
	501 West Broadway	www.ey.com
	San Diego, California 92101

November 10, 2004

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K dated November 10, 2004 of Cortex Pharmaceuticals, Inc. and are in agreement with the statements contained in paragraphs 1, 3, 4 and 6 on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

Very truly yours,

/s/ Ernst & Young LLP

A Member Practice of Ernst & Young Global

EX-99.1

Exhibit 99.1

PRESS RELEASE

Company Contact:	Investor Contact:
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 ANNOUNCES APPOINTMENT OF HASKELL & WHITE LLP AS

INDEPENDENT AUDITORS AND CHANGE IN FISCAL YEAR END TO DECEMBER 31

IRVINE, CA (November 10, 2004) — Cortex Pharmaceuticals, Inc. (AMEX: COR) announced that it has engaged Haskell & White LLP as its new independent auditors and that it has changed its fiscal year end from June 30 to December 31.

Haskell & White replaces Ernst & Young LLP prospectively effective following the filing of the Company’s quarterly report on Form 10-Q for September 30, 2004. The change in auditors was not a result of any disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.

“Our audit committee sought to engage a firm that is more commensurate with our size, scope and service needs in today’s accounting environment,” commented Roger G. Stoll, Ph.D., Chairman, President and Chief Executive Officer of Cortex. “The increased demand for audit services due to the Sarbanes-Oxley Act of 2002 and related Section 404 requirements are straining the resources of all audit firms. We believe that the selection of Haskell & White will accommodate our increasing audit needs, while at the same time remaining cost-effective for Cortex.”

“Going forward, we believe that harmonizing our fiscal year with the calendar year will facilitate communications with the investor community and many of the service organizations who work with us to develop our products,” added Dr. Stoll. “As a result of this change, we will file a report on Form 10-K for the six months ending December 31, 2004 in early 2005.”

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.

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 obtain sufficient funding to develop AMPAKINE compounds for indications it wishes to retain; that the Company may be unable to arrive at additional corporate partnerships with other pharmaceutical companies for other indications 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 been approved for the treatment of any disease.

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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