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)

May 9, 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 May 9, 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 May 9, 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: May 9, 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 May 9, 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 FIRST QUARTER OPERATING RESULTS

IRVINE, CA (May 9, 2006) — Cortex Pharmaceuticals, Inc. (AMEX: COR) reported a net loss of $4,560,000, or $0.14 per share for the first quarter ended March 31, 2006 compared with a net loss of $2,648,000, or $0.08 per share for the corresponding prior year period.

Increased net losses in the current year period primarily reflect increased non-cash stock compensation charges required under Statement of Financial Accounting Standards 123(R) — “Share Based Payment” (“SFAS 123R”), as adopted by Cortex starting January 1, 2006. SFAS 123R requires all share based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. These stock compensation charges have no impact on the Company’s available cash or working capital.

Increased operating expenses during the current year period also reflect amounts incurred for additions to the Company’s scientific staff and audit fees related to the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Decreased revenues for the quarter ended March 31, 2006 as compared to the prior year period reflect the winding down of the research collaboration with the Company’s partner, Servier.

Cortex will be holding its annual shareholder meeting on May 10^th at the Marriott Newport Beach Hotel in southern California beginning at 10:30 A.M. Pacific Daylight Time. The Company will provide an update on its research and development activities. The shareholder meeting will be broadcasted via a live webcast and can be accessed through the Company’s website www.cortexpharm.com or http://www.vcall.com/IC/CEPage.asp?ID=104575 A replay will be available through May 24, 2006.

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 March 31,
	2006			2005
Research, license and grant revenues	$	231		$	699
Operating expenses (A):
Research and development		3,465			2,657
General and administrative		1,476			768
Total operating expenses		4,941			3,425
Loss from operations		(4,710	)		(2,726	)
Interest income, net		150			161
Change in fair value of common stock warrants		—			(64	)
Amortization of capitalized financing costs		—			(19	)
Net loss	$	(4,560	)	$	(2,648	)
Net loss per share, basic and diluted	$	(0.14	)	$	(0.08	)
Shares used in computing per share amounts Basic and diluted		32,835			32,626
(A) Operating expenses include the following non-cash stock compensation charges:
Research and development	$	742		$	20
General and administrative		552			(14	)
	$	1,294		$	6

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	March 31, 2006 (Unaudited)		December 31, 2005
Assets:
Cash and cash equivalents	$	6,587	$	2,063
Marketable securities		12,613		15,198
Accounts receivable		18		15
Other current assets		238		241
		19,456		17,517
Furniture, equipment and leasehold improvements, net		451		439
Other assets		33		33
Total assets	$	19,940	$	17,989
Liabilities and stockholders’ equity:
Accounts payable and accrued expenses	$	1,809	$	2,681
Unearned revenue — current		486		126
Non-current liabilities		55		50
Stockholders’ equity		17,590		15,132
Total liabilities and stockholders’ equity	$	19,940	$	17,989

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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