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 15, 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 2.02. Results of Operations and Financial Condition.

On November 15, 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 2.02 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.

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
99.1	Press release of Cortex Pharmaceuticals, Inc. dated November 15, 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 15, 2004	By:	/s/ Maria S. Messinger
		Maria S. Messinger
		Vice President, Chief Financial Officer
		and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description	Sequential Page No.
99.1	Press release of Cortex Pharmaceuticals, Inc. dated November 15, 2004.	5

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 Reports First Quarter Fiscal 2005 Results

IRVINE, CA (November 15, 2004) — Cortex Pharmaceuticals, Inc. (AMEX: COR) reported a net loss of $1,511,000 ($0.05 per share) for the quarter ended September 30, 2004. This compares with a net loss of $4,319,000 ($0.24 per share) for the corresponding prior year period, which included non-cash charges of $3,844,000 related to warrants issued in the Company’s private placement of common stock in August 2003.

Operating expenses increased from $1,816,000 to $2,756,000 for the quarter ended September 30, 2004 compared to the corresponding prior year period, reflecting increased research and development expenses, including costs for Phase I clinical testing of the second generation AMPAKINE^® compound, CX717.

“With the encouraging results from the Phase I studies, our plans include advancing CX717 into several pilot Phase IIa studies in selected indications in early 2005,” commented Roger G. Stoll, Ph.D., Chairman, President and Chief Executive Officer of Cortex.

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.

(table follows)

Cortex Pharmaceuticals, Inc.

Condensed Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three months ended September 30,
	2004			2003
Research, license and grant revenues	$	1,175		$	1,337
Operating expenses:
Research and development		2,042			1,033
General and administrative		664			460
Non-cash, stock compensation charges		50			323
Total operating expenses		2,756			1,816
Loss from operations		(1,581	)		(479	)
Interest income, net		70			4
Increase in fair value of common stock warrants		—			(3,844	)
Net loss	$	(1,511	)	$	(4,319	)
Net loss per share, basic and diluted	$	(0.05	)	$	(0.24	)
Shares used in computing per share amounts
Basic and diluted		28,355			18,321

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	September 30, 2004 (Unaudited)		June 30, 2004
Assets:
Cash and cash equivalents	$	11,414	$	9,977
Marketable securities		8,699		12,211
Accounts receivable		10		133
Other current assets		254		268
		20,377		22,589
Furniture, equipment and leasehold improvements, net		337		269
Other assets		33		33
Total assets	$	20,747	$	22,891
Liabilities and stockholders’ equity:
Current liabilities	$	1,627	$	2,021
Non-current liabilities		81		381
Stockholders’ equity		19,039		20,489
Total liabilities and stockholders’ equity	$	20,747	$	22,891

More information at www.cortexpharm.com

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