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 14, 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 November 14, 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 November 14, 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: November 14, 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 November 14, 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.	Media Contact: Janet Vasquez
949.727.3157	212.825.3210

CORTEX REPORTS THIRD QUARTER RESULTS

IRVINE, CA (November 14, 2005) — Cortex Pharmaceuticals, Inc. (AMEX: COR) reported a net loss of $2,530,000 ($0.08 per share) for the quarter ended September 30, 2005, compared with a net loss of $1,511,000 ($0.05 per share) for the corresponding prior year period. For the nine months ended September 30, 2005, Cortex reported a net loss of $7,867,000 ($0.24 per share) compared with a net loss of $3,699,000 ($0.14 per share) for the corresponding prior year period. Increased net losses in the current year periods primarily reflect research and development expenses, including amounts for the AMPAKINE^® compound, CX717, which is currently in Phase IIa studies in Attention Deficit Hyperactivity Disorder, mild to moderate Alzheimer’s disease and a shift work protocol being conducted by DARPA (Defense Advanced Research Projects Agency). Results from these studies are anticipated during the first quarter of 2006. The enrollment phase of the ADHD study was completed before the end of October 2005, while the shift work protocol is just being initiated by DARPA.

Increased net losses relative to the prior year periods also reflect decreased research revenues due to the end of research support from the October 2002 amendment to Cortex’s collaborative agreement with Servier. Cortex continues to receive research support approximating $2,220,000 per year from Servier under the October 2000 collaborative agreement, as extended in late 2003.

Increased administrative expenses related to fees for preparing the Company’s assessment of its internal control system as of December 31, 2005, as required by The Sarbanes-Oxley Act of 2002.

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)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Revenues	$	625		$	1,175		$	1,971		$	3,555
Operating expenses:
Research and development		2,444			2,042			7,818			5,289
General and administrative		816			664			2,294			1,800
Non-cash stock compensation charges		57			50			119			267
Total operating expenses		3,317			2,756			10,231			7,356
Loss from operations		(2,692	)		(1,581	)		(8,260	)		(3,801	)
Interest income, net		162			70			476			206
Increase in fair value of common stock warrants		—			—			(64	)		—
Amortization of capitalized financing costs		—			—			(19	)		(104	)
Net loss applicable to common stock	$	(2,530	)	$	(1,511	)	$	(7,867	)	$	(3,699	)
Loss per share:
Basic and diluted	$	(0.08	)	$	(0.05	)	$	(0.24	)	$	(0.14	)
Shares used in basic and diluted calculation		32,671			28,355			32,653			27,405

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	September 30, 2005 (Unaudited)		December 31, 2004
Assets:
Cash and cash equivalents	$	2,939	$	9,157
Marketable securities		17,196		18,838
Accounts receivable		23		42
Other current assets		212		318
		20,370		28,355
Furniture, equipment and leasehold improvements, net		454		388
Capitalized financing costs		—		1,136
Other		33		33
Total assets	$	20,857	$	29,912
Liabilities and stockholders’ equity:
Accounts payable and accrued expenses	$	1,848	$	1,907
Unearned revenue — current		137		377
Non-current liabilities		68		23
Common stock warrants		—		3,958
Stockholders’ equity		18,804		23,647
Total liabilities and stockholders’ equity	$	20,857	$	29,912

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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