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)

March 21, 2005

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 March 21, 2005, 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 March 21, 2005.

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: March 21, 2005	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 March 21, 2005.	5

EX-99.1

Exhibit 99.1

PRESS RELEASE
Company Contact:	Investor Contact:
Roger G. Stoll, Ph.D.	Damian McIntosh/ 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 FOR DECEMBER 31, 2004

IRVINE, CA (March 21, 2005) — Cortex Pharmaceuticals, Inc. (AMEX: COR) reported a net loss of $2,535,000, or $0.09 per share for the quarter ended December 31, 2004 compared with net income of $512,000, or $0.02 per share for the corresponding prior year period. For the transitional six-month period ended December 31, 2004, Cortex reported a net loss of $4,046,000, or $0.14 per share compared to a net loss of $3,806,000, or $0.20 per share for the corresponding prior year period.

In November 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. A report covering the transitional period will be filed on a Form 10-K.

For both the three months and six months ended December 31, 2004, decreased revenues primarily resulted from the $2,000,000 milestone payment from Organon in late December 2003.

Operating expenses for both the three months and six months ended December 31, 2004 reflect increased development expenses for the AMPAKINE compound CX717, which is currently in Phase II clinical testing. Operating expenses for the prior year periods included technology access fees to the University of California triggered by the Organon milestone and significant non-cash stock compensation charges. Excluding these amounts from the prior year periods highlights the increased research and development expenses incurred during the six months ended December 31, 2004.

Other income for the current year periods included $499,000 related to the change in estimated value of warrants issued in Cortex’s December 2004 private placement. For the six months ended December 31, 2003, the related change for warrants issued in Cortex’s August 2003 private placement resulted in other expenses of $3,499,000. Neither of these non-cash amounts had any impact on Cortex’s working capital or its liquidity.

With its December 2004 private placement of common stock and warrants, Cortex further improved its balance sheet. The net proceeds from the financing approximated $10,400,000 and allow Cortex to advance its development plans for CX717, as well as other AMPAKINE compounds. Cortex’s cash and marketable securities increased to nearly $28,000,000 as of December 31, 2004.

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. The success of such activities depends on a number of factors, including the risks 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.

(tables follow)

Cortex Pharmaceuticals, Inc.

Condensed Statements of Operations

(in thousands, except per share data)

	Three months ended December 31,					Transitional Six months ended December 31,
	2004			2003		2004			2003
	(Unaudited)			(Unaudited)					(Unaudited)
Revenues	$	721		$	3,256	$	1,896		$	4,594
Operating expenses:
Research and development		2,885			1,837		4,926			2,870
General and administrative		866			695		1,530			1,155
Non-cash stock compensation charges		102			566		152			889
Total operating expenses		3,853			3,098		6,608			4,914
Income (loss) from operations		(3,132	)		158		(4,712	)		(320	)
Interest income, net		98			9		167			13
Change in fair value of common stock warrants		499			345		499			(3,499	)
Net income (loss)	$	(2,535	)	$	512	$	(4,046	)	$	(3,806	)
Income (loss) per share:
Basic and diluted	$	(0.09	)	$	0.02	$	(0.14	)	$	(0.20	)
Shares used in computing per share amounts
Basic		28,355			20,640		28,355			19,480
Diluted		28,355			23,909		28,355			19,480

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	December 31, 2004		June 30, 2004
Assets:
Cash and cash equivalents	$	9,157	$	9,977
Marketable securities		18,838		12,211
Accounts receivable		42		133
Other current assets		318		268
		28,355		22,589
Furniture, equipment and leasehold improvements, net		388		269
Capitalized financing costs		1,136		—
Other		33		33
Total assets	$	29,912	$	22,891
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expenses	$	1,907	$	1,815
Unearned revenue — current		377		206
Unearned revenue, other non-current		23		381
Common stock warrants		3,958		—
Stockholders’ equity		23,647		20,489
Total liabilities and stockholders’ equity	$	29,912	$	22,891

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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