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 8, 2008

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 8, 2008, 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) Shell Company Transactions: None.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of Cortex Pharmaceuticals, Inc. dated May 8, 2008.

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 8, 2008	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 8, 2008.	5

EX-99.1

Exhibit 99.1

PRESS RELEASE

Company Contact:	Investor Contact:
Roger G. Stoll, Ph.D.	Erika Moran/ 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 8, 2008) — Cortex Pharmaceuticals, Inc. (AMEX: COR, http://www.cortexpharm.com) reported a net loss of $4,371,000, or $0.09 per share for the quarter ended March 31, 2008 compared with a net loss of $3,884,000, or $0.10 per share for the corresponding prior year period. Non-cash stock-based compensation charges for the quarters ended March 31, 2008 and 2007 totaled approximately $408,000 and $653,000, respectively. On the balance sheet, cash and marketable securities as of March 31, 2008 totaled approximately $14,000,000.

Operating results for the quarter ended March 31, 2008 reflect increased clinical development expenses, including initial costs for the company’s two Phase IIa human clinical trials of AMPAKINE® CX717 as a potential acute treatment for respiratory depression.

One study is evaluating whether CX717 may prevent the respiratory depression induced by alfentanil, while preserving that opiate’s desired pain relieving effects. A second trial is a dose response study seeking to determine the optimal dose of CX717 in order to prevent respiratory depression. Results from these studies are anticipated in late second quarter and early third quarter of 2008.

While the medical need for opiate drugs such as fentanil and alfentanil that provide maximum pain relief is clear, there is a significant risk of inducing respiratory depression with these agents, which can be life threatening. Cortex believes that CX717 may serve as a valuable tool for anesthesiologists and surgeons to improve the safety margin for giving powerful pain relievers to their patients following surgical procedures.

Studies in animal models have shown that CX717 can be used both to prevent and to rescue the animal from opiate-induced respiratory depression. Those animal studies also have demonstrated that a dose response effect on respiratory depression can be obtained after oral administration of CX717. Additional data suggests that the drug can prevent respiratory depression caused by other central nervous system depressants, such as barbiturates, propofol and general anesthetic agents.

Cortex continues to advance its follow-on AMPAKINE compound, CX1739, through preclinical development. Required toxicology studies for the compound are expected to be completed shortly and if the data is satisfactory, Cortex plans to progress immediately into Phase I clinical trials with this agent. CX1739 is one of the compounds included in the company’s new patent filings that, if and when issued, will provide patent protection through 2028.

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 Schering-Plough (formerly N.V. Organon) for the treatment of schizophrenia and depression 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 rights 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 Schering-Plough or Servier is successful in developing and commercializing AMPAKINE compounds.

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 preclinical or 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 preclinical and clinical testing and regulatory approval. AMPAKINE compounds are investigational drugs and have not been approved for the treatment of any disease. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this press release. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

(tables follow)

Cortex Pharmaceuticals, Inc.

Condensed Statements of Operations

(in thousands, except per share data)

	Three months ended March 31,
	2008			2007
	(Unaudited)			(Unaudited)
Research, license and grant revenues	$	—		$	—
Operating expenses (A):
Research and development		3,421			2,992
General and administrative		1,138			1,035
Total operating expenses		4,559			4,027
Loss from operations		(4,559	)		(4,027	)
Interest income, net		188			143
Net loss	$	(4,371	)	$	(3,884	)
Net loss per share, basic and diluted	$	(0.09	)	$	(0.10	)
Shares used in computing per share amounts Basic and diluted		47,542			38,270
(A) Operating expenses include the following non-cash stock compensation charges:
Research and development	$	271		$	459
General and administrative		137			194
	$	408		$	653

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	March 31, 2008 (Unaudited)		December 31, 2007
Assets:
Cash and cash equivalents	$	3,609	$	4,021
Marketable securities		10,360		13,263
Other current assets		296		247
		14,265		17,531
Furniture, equipment and leasehold improvements, net		921		851
Other		47		47
Total assets	$	15,233	$	18,429
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expenses-current	$	2,498	$	1,727
Deferred rent liability		11		25
Stockholders’ equity		12,724		16,677
Total liabilities and stockholders’ equity	$	15,233	$	18,429

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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