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 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 1.01.  Entry into a Material Definitive Agreement.

On May 16, 2006, Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Amendment to Consulting Agreement (the “Amendment”) with Gary D. Tollefson, M.D., Ph.D., which amends that certain Consulting Agreement by and between the Company and Dr. Tollefson dated April 16, 2004 (the “Consulting Agreement”). Pursuant to the terms and conditions of the Consulting Agreement, Dr. Tollefson consults with and renders to the Company services relating to the clinical development of AMPAKINE^® compounds developed by the Company. Dr. Tollefson also serves on the Company’s Board of Directors.

The Amendment amends Section 2 of the Consulting Agreement by extending the term of the Consulting Agreement from 24 months to 36 months, unless earlier terminated as set forth in the Consulting Agreement. In addition, the Amendment amends Section 3 of the Consulting Agreement by providing that the Company shall pay Dr. Tollefson $6,000 per calendar month for two eight-hour days of service provided to the Company during each such month. Prior to the Amendment, the Company paid Dr. Tollefson $9,000 per calendar month for three eight-hour days of service during each such month.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.84.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.95	Amendment dated May 16, 2006 to Consulting Agreement dated April 16, 2004 between Cortex Pharmaceuticals, Inc. and Gary D. Tollefson, M.D., Ph.D.

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 22, 2006	By:	/s/ Maria S. Messinger
		Maria S. Messinger
		Vice President, Chief Financial Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.95	Amendment dated May 16, 2006 to Consulting Agreement dated April 16, 2004 between Cortex Pharmaceuticals, Inc. and Gary D. Tollefson, M.D., Ph.D.

EX-10.95

Exhibit 10.95

AMENDMENT TO CONSULTING AGREEMENT

This AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is made and entered into as of May 16, 2006, by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gary D. Tollefson, M.D., Ph.D., an individual residing in the State of Indiana (“Consultant”).

RECITALS

A. The Company currently engages Consultant pursuant to the terms and conditions of that certain Consulting Agreement dated April 16, 2004 (the “Consulting Agreement”).

B. The Company and Consultant desire to amend the Consulting Agreement to extend the term set forth therein and to modify the compensation arrangement set forth therein, as provided in greater detail below.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth and for other valuable consideration, the Company and Consultant hereby agree as follows:

AGREEMENT

1. Definitions. Unless otherwise defined, capitalized terms used herein shall have the meanings assigned to them in the Consulting Agreement.

2. Term. Section 2(a) of the Consulting Agreement is hereby amended and restated in its entirety to read as follows:

“Term. Consultant’s engagement with the Company shall commence on the Effective Date and shall continue for a period of thirty-six (36) months thereafter, subject to earlier termination as hereinafter provided.”

3. Consideration. Section 3(a) of the Consulting Agreement is hereby amended and restated in its entirety to read as follows:

“Compensation for Services. During the term of this Agreement, commencing April 16, 2006, Consultant shall be paid six thousand dollars ($6,000) per calendar month, payable by the tenth (10th) day of such month, pro-rated for any partial month. Such payment shall entitle the Company to two (2) Billing Days of Consultant’s time per month, at three thousand dollars ($3,000) per Billing Day. A “Billing Day” as used in this Agreement shall mean eight hours of work, not including travel time to and from the Company. In the event that Consultant incurs less than two (2) Billing Days of service in any given month, such unused time shall accrue to the credit of the Company for future use. In the event that Consultant incurs more than two (2) Billing Days of service in any given month, such excess time shall accrue to the credit of Consultant and be offset against future requirements in the Company’s discretion. However, Consultant shall obtain the prior consent of the Chief Executive Officer of the Company to provide services in excess of twenty-four (24) Billing Days per year. Consultant shall send the Company written notice of his actual time spent performing consulting services hereunder within ten (10) days following the end of each calendar quarter during the term of this Agreement. Any time spent on activities or services provided to the Company relating to Consultant’s membership on the Company’s Board of Directors or any committee thereof, if applicable, shall not be included in the calculation of Consultant’s time spent performing consulting services under this Agreement.”

4. Continuing Force and Effect. Except as herein expressly amended, modified and/or supplemented, all terms, covenants and provisions of the Consulting Agreement are and shall remain in full force and effect and all references therein to such Consulting Agreement shall henceforth refer to the Consulting Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Consulting Agreement.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

2

IN WITNESS WHEREOF, this Amendment has been made and entered into as of the date and year first above written.

“Company”

Cortex Pharmaceuticals, Inc.

/s/ Roger G. Stoll

Roger G. Stoll, Ph.D.

President and Chief Executive Officer

“Consultant”

/s/ Gary D. Tollefson

Gary D. Tollefson, M.D., Ph.D.