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 16, 2006

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 16, 2006, 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 16, 2006.

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 16, 2006	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 16, 2006.	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 FOURTH QUARTER AND

YEAR END OPERATING RESULTS

IRVINE, CA (March 16, 2006) — Cortex Pharmaceuticals, Inc. (AMEX: COR) reported a net loss of $3,739,000, or $0.11 per share for the quarter ended December 31, 2005 compared with a net loss of $2,535,000, or $0.09 per share for the corresponding prior year period. For the fiscal year ended December 31, 2005, Cortex reported a net loss of $11,606,000, or $0.36 per share compared to a net loss of $6,234,000, or $0.23 per share for the corresponding prior year period.

Increased net losses in the current year periods primarily reflect increased research and development expenses, including amounts for the development of AMPAKINE^® compound CX717, which recently completed a multi-center Phase IIa study in Attention Deficit Hyperactivity Disorder (“ADHD”) and for expenses related to the Alzheimer’s disease PET scan study being conducted at the University of Michigan.

As recently announced, results for treatment of adults with ADHD demonstrated that CX717 provided a clinically relevant response on the ADHD Rating Scale (“ADHD-RS”), the primary outcome measure for the study in adult patients with ADHD. The overall ADHD-RS score, which evaluates both the inattentiveness and hyperactivity symptoms, showed a positive trend in the 800 mg of CX717 twice daily dose group (n = 22), with a statistically significant effect on the hyperactivity subscale (p=0.050) compared to placebo. CX717 was well tolerated, with no serious adverse events or other significant safety concerns and exhibited no increase in blood pressure or heart rate.

“These are exciting times for Cortex. In the coming months we plan to continue to move forward with CX717 for the ADHD indication and develop plans for conducting a study with larger patient populations to further define the therapeutic dose and frequency of dosing,” said Roger G. Stoll, Ph.D., Chairman, President and CEO of Cortex. “We also plan to continue to work toward a licensing agreement for CX717 with a large pharmaceutical partner.”

Increased administrative expenses in the current year as compared to the prior year related primarily 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.

Decreased revenues for the fiscal year ended December 31, 2005 as compared to the prior year period reflect the end of research support from the October 2002 amendment to Cortex’s collaborative agreement with Servier.

Cortex’s Annual Meeting of Stockholders will be held on May 10, 2006 in southern California. The time and location will be included in the Company’s proxy statement that will be filed within the coming weeks.

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,						Fiscal year ended December 31,
	2005			2004			2005			2004
	(Unaudited)			(Unaudited)						(Unaudited)
Revenues	$	606		$	721		$	2,577		$	4,275
Operating expenses:
Research and development		3,360			2,885			11,179			8,173
General and administrative		1,097			866			3,391			2,666
Non-cash stock compensation charges		49			102			167			368
Total operating expenses		4,506			3,853			14,737			11,207
Loss from operations		(3,900	)		(3,132	)		(12,160	)		(6,932	)
Interest income, net		161			98			637			303
Change in fair value of common stock warrants		—			499			(83	)		395
Net loss	$	(3,739	)	$	(2,535	)	$	(11,606	)	$	(6,234	)
Loss per share:
Basic and diluted	$	(0.11	)	$	(0.09	)	$	(0.36	)	$	(0.23	)
Shares used in computing per share amounts
Basic and diluted		32,702			28,355			32,665			27,644

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	December 31, 2005		December 31, 2004
Assets:
Cash and cash equivalents	$	2,063	$	9,157
Marketable securities		15,198		18,838
Accounts receivable		15		42
Other current assets		241		318
		17,517		28,355
Furniture, equipment and leasehold improvements, net		439		388
Capitalized financing costs		—		1,136
Other		33		33
Total assets	$	17,989	$	29,912
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expenses	$	2,681	$	1,907
Unearned revenue — current		126		377
Deferred rent liability		50		23
Common stock warrants		—		3,958
Stockholders’ equity		15,132		23,647
Total liabilities and stockholders’ equity	$	17,989	$	29,912

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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