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)

December 1, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) At a meeting of the Company’s Board of Directors held on December 1, 2005, the Company elected John “Jack” Benedik as an independent director to fill a vacancy on the Board of Directors. The vacancy resulted from the Board of Directors’ approval to increase its size from seven members to eight members. Additionally, the Board of Directors appointed Mr. Benedik as the Chairman of the Company’s Audit Committee. There is no arrangement or understanding pursuant to which Mr. Benedik was selected as a director.

A copy of the Company’s press release announcing Mr. Benedik’s appointment is attached as Exhibit 99.1 and incorporated by reference herein.

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 December 2, 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: December 2, 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 December 2, 2005.	5

EX-99.1

Exhibit 99.1

PRESS RELEASE

Contacts:
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 Appoints John Benedik to Board of Directors

Irvine, CA, December 2, 2005 — Cortex Pharmaceuticals, Inc. (AMEX: COR) announced that it has appointed John “Jack” Benedik to its Board of Directors and as Chairman of its Audit Committee. Prior to joining Cortex, Mr. Benedik served as a Senior Partner and Firmwide Practice Director for the Metro New York offices of Arthur Andersen.

“Given the current regulatory environment surrounding financial reporting for publicly traded companies, we’re pleased to add Jack’s extensive background in accounting and auditing to the Board of Cortex,” said Roger Stoll, Chairman, President and CEO of Cortex.

Mr. Benedik, a Certified Public Accountant, received his Bachelor’s degree from Fordham College and an MBA from Columbia University Graduate School of Business. He joined Arthur Andersen in 1970 and was admitted to the partnership in 1980. Mr. Benedik spent the first 24 years of his career in the firm’s New York office and also served as Office Managing Partner for Arthur Andersen’s New Jersey practice. His responsibilities as engagement partner included a number of the firm’s largest clients, such as Merck, American Home Products Corporation, C. R. Bard, Johnson & Higgins and Omnicom Group.

Mr. Benedik recently was named to the board of Aeroflex, Inc., where he serves on the Audit and Compensation committees. He also serves on the Executive Board and as Treasurer of the National Conference for Community and Justice – New Jersey.

About Cortex Pharmaceuticals:

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. (http://www.cortexpharm.com/)

# # # # #