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)

November 14, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 14, 2007, the Board of Directors of Cortex Pharmaceuticals, Inc. (the “Company”) amended Article V, Sections 5.1 and 5.2 of the Company’s Bylaws to allow for the issuance and transfer of uncertificated shares, as permitted under the Delaware General Corporation Law. Prior to the foregoing amendment, the Company’s Bylaws did not address the issuance or transfer of uncertificated shares. The amendment was adopted in order to make the Company eligible to participate in a direct registration system, which allows shares of stock to be owned, reported and transferred electronically without the need for physical stock certificates, as required by Rule 778 promulgated by the American Stock Exchange (“AMEX”) and Section 135 of the AMEX Company Guide (the “New AMEX Listing Standards”). The New AMEX Listing Standards, which were approved by the Securities and Exchange Commission on August 8, 2006, require that all companies listed on AMEX be eligible for a direct registration system by January 1, 2008 in order to qualify for continued listing.

A copy of the Certificate of Amendment to the Company’s Bylaws is attached hereto as Exhibit 3.5 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.5	Certificate of Amendment of Bylaws of Cortex Pharmaceuticals, Inc., as adopted November 14, 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: November 15, 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.
3.5	Certificate of Amendment of Bylaws of Cortex Pharmaceuticals, Inc., as adopted November 14, 2007.	5

EX-3.5

Exhibit 3.5

CERTIFICATE OF AMENDMENT

OF BYLAWS OF

CORTEX PHARMACEUTICALS, INC.

The undersigned, who is the duly elected, qualified and acting Secretary of Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), does hereby certify, as follows:

1. Section 5.1 of Article V of the Bylaws of the Corporation was amended, at a meeting of the Board the Directors of the Corporation held, pursuant to notice duly given, on November 14, 2007, to read in its entirety, as follows:

“Section 5.1 STOCK CERTIFICATES.

The shares of the Corporation shall be represented by certificates, or shall be uncertificated. The certificates for shares of the capital stock of the Corporation shall be in such form as shall be prescribed by law and approved, from time to time, by the Board of Directors. Every holder of shares represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board of Directors, or the President or any Vice President, and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares registered in certificate form. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.”

2. Section 5.2 of Article V of the Bylaws of the Corporation was amended, at a meeting of the Board the Directors of the Corporation held, pursuant to notice duly given, on November 14, 2007, to read in its entirety, as follows:

“Section 5.2 TRANSFER OF SHARES.

Shares of the capital stock of the Corporation may be transferred on the books of the Corporation only by the holder of such shares or by his, her or its duly authorized attorney, and, in the case of shares represented by certificate, upon the surrender to the Corporation or its transfer agent of the certificate representing such stock properly endorsed.”

3. The foregoing amendment to the Bylaws of the Corporation has not been modified, amended, rescinded or revoked and remains in full force and effect on the date hereof.

IN WITNESS WHEREOF, I have hereunto subscribed my name on November 14, 2007.

/s/ Maria S. Messinger

Maria S. Messinger

Secretary