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)

October 16, 2007

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.

The disclosure set forth below under Item 5.02 is hereby incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Effective October 16, 2007, Cortex Pharmaceuticals, Inc. (the “Company”) appointed Pierre Tran, M.D., age 48, as its chief medical officer and vice president of clinical development. Prior to joining the Company, from September 2004 to October 2007, Dr. Tran was the senior vice president and chief medical officer of XenoPort, Inc. From 2002 to July 2004, Dr. Tran was global medical director, Joint Antidepressant Group, of Eli Lilly and Company. From 1992 to 2002, Dr. Tran was a physician in clinical research within the Neuroscience Group of Eli Lilly and Company. Dr. Tran received an M.D. from the Université de Franche-Comté (Besançon) in France and a Masters in Medical Management from Tulane University. Dr. Tran completed his residency training at Duke University and earned board certification in general adult psychiatry. Dr. Tran holds an academic appointment as Assistant Consulting Professor in the Department of Psychiatry of Duke University.

In connection with his at-will employment with the Company, Dr. Tran is entitled to a base salary of $305,000 per year and an annual bonus, at the discretion of the Company’s Compensation Committee, of up to 30% of his base salary. In addition, in February 2008, the Company will make a one time payment to Dr. Tran of $80,000 to cover a lost bonus opportunity from his prior employer. Dr. Tran also received an option to purchase up to 750,000 shares of the Company’s common stock at an exercise price of $0.66 per share, representing the closing price of the Company’s common stock on the American Stock Exchange on October 16, 2007. The option has a ten-year term and vests in the following installments: 200,000 on October 16, 2007 and 550,000 in equal monthly installments over a four-year period from October 16, 2007. In the event of Dr. Tran’s termination of employment without cause in connection with or within six months following a change in control of the Company, he will be entitled to termination pay equal to twelve months of base salary, continued participation in the Company’s health care programs for up to twelve months following termination and full acceleration of unvested options.

As part of his relocation to Southern California, the Company will provide Dr. Tran a mortgage assistance program over four years in the form of an annual payment, whereby the Company will pay 5% of the principal amount of a mortgage (not to exceed $600,000) on his primary residence during the first year, which amount declines by 1% each year thereafter, and which amount will be grossed up to cover Dr. Tran’s additional income tax liabilities. In addition to the foregoing, the Company will pay Dr. Tran up to $4,500 per month (grossed up for income tax liabilities) for a period of up to 24 months to cover temporary living expenses and will reimburse Dr. Tran for miscellaneous relocation expenses, real estate closing fees and sales commissions.

Item 7.01 Regulation FD Disclosure.

On October 16, 2007, the Company issued a press release announcing Dr. Tran’s appointment as the Company’s Chief Medical Officer and Vice President of Clinical Development, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of Cortex Pharmaceuticals, Inc., dated October 16, 2007.

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: October 17, 2007	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 October 16, 2007.	6

EX-99.1

Exhibit 99.1

PRESS RELEASE

Contacts:
Roger G. Stoll, Ph.D.	Erika Moran/ Dian Griesel, Ph.D.
Chairman, President and CEO	Media Contact: Janet Vasquez / Lynn Granito
Cortex Pharmaceuticals, Inc.	The Investor Relations Group
(949) 727-3157	(212) 825-3210

CORTEX NAMES PIERRE V. TRÂN, MD, MMM,

CHIEF MEDICAL OFFICER AND VICE PRESIDENT OF

CLINICAL DEVELOPMENT

IRVINE, CA (October 16, 2007) — Cortex Pharmaceuticals, Inc (AMEX: COR) has named Pierre Trân, MD, MMM as its Chief Medical Officer and Vice President of Clinical Development. Dr. Trân will join the company’s expert team as they continue development of the AMPAKINE® technology. Along with advancing the clinical development for CX717, he also will oversee the clinical development program of CX701.

Prior to joining Cortex, Dr. Trân held senior level positions at XenoPort Inc., where he was Senior Vice President and Chief Medical Officer, and at Eli Lilly and Company, where he was Global Medical Director of the Joint Antidepressant Group. Dr. Trân received an MD from the Université de Franche-Comté in France and a Masters in Medical Management (MMM) from Tulane University. He completed his residency training at Duke University and holds an academic appointment as Assistant Consulting Professor in the Department of Psychiatry and Behavioral Sciences at Duke University Medical Center.

Dr. Trân’s career has focused in the field of clinical research and development programs of novel compounds targeting schizophrenia, depression, anxiety disorders, neuropathic pain, fibromyalgia, Parkinson’s disease, spasticity, and restless legs syndrome. He has been successful in developing drug candidates with multiple indications, including Zyprexa® and Cymbalta®. Along with contributing to several books, he has extensive publications in peer-reviewed journals and has been a reviewer for the Journal of Clinical Psychiatry, the Journal of Clinical Psychopharmacology, Progress in Neuropsychopharmacology & Biological Psychiatry, and the Journal of Psychiatric Research. Dr. Trân is a member of the American Psychiatric Association and the Society of Biological Psychiatry.

“Dr. Trân brings 15 years of experience in developing drugs in the CNS field and represents an invaluable addition to our clinical development program,” stated Dr. Roger Stoll, President and Chief Executive Officer of Cortex. “As we move forward with the advancement of our AMPAKINE technology, Dr. Trân’s expertise in both clinical and regulatory issues related to the

development of drugs can make the difference between success and failure for a small company like Cortex. We are fortunate to be able to attract an individual with such a successful track record in bringing significant new CNS drugs to the market within the U.S. and globally.”

Dr. Trân concurred: “It is my great pleasure to join Cortex at this defining juncture and contribute to the clinical advancement of CX717 and other AMPAKINE compounds that are the products of groundbreaking discovery research.”

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. In December 2006 Cortex terminated the research collaboration with Servier enabling Cortex to pursue the use of AMPAKINE compounds in the treatment of neurodegenerative diseases on a global basis. However, Servier retained the right to select up to three compounds developed during the collaboration for further development for the treatment of neurodegenerative diseases. Cortex may receive additional milestones and royalties if either Organon or Servier is successful in developing and commercializing AMPAKINE compounds. For additional information regarding Cortex, please visit its website at www.cortexpharm.com.

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 compounds may at any time be found to be unsafe or ineffective for the indications under clinical test 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.

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