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)

March 13, 2009

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 2.05. Costs Associated with Exit or Disposal Activities.

On March 13, 2009, Cortex Pharmaceuticals, Inc. (the “Company”) implemented a reduction of approximately 50% of the Company’s workforce. The Company made the workforce reduction in an effort to reduce costs as it focuses its financial resources on the clinical development of certain of its AMPAKINE^® compounds.

The Company estimates that during the first quarter of fiscal 2009, the workforce reduction will result in cash charges of approximately $0.125 million associated with employee termination benefits. The Company believes that this reduction in force will provide it with annual savings of approximately $2.0 million to $2.5 million.

A copy of the press release relating to the workforce reduction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On March 13, 2009, the Company’s Compensation Committee approved a retention bonus agreement (the “Retention Bonus Agreement”) for each of the Company’s executive officers and other key personnel to foster the continuous employment of such individuals.

Under the executed Retention Bonus Agreement, each executive officer will be entitled to receive a lump sum cash bonus (the “Bonus”) equal to six (6) months of the executive’s base salary in the event of a Change in Control, as defined in the Company’s 2006 Stock Incentive Plan, occurs and the executive remains continuously employed with the Company (or a successor to the Company, or, if applicable, the ultimate parent of any such successor, collectively referred to as the “Surviving Entity”) or any subsidiary thereof through the date occurring three (3) months post-Change of Control, or such shorter period as deemed necessary by the Surviving Entity (the “Payment Date”), to allow for an orderly transition of personnel and information and to allow for an appropriate integration process, as needed.

The Bonus shall be payable by the Surviving Entity on or as soon as practicable following the Payment Date, but no later than 15 days thereafter, and shall be determined without regard to any reduction of base salary applicable to Company executives subsequent to March 13, 2009 and prior to a Change in Control.

In the event that the executive officer’s employment is terminated by the Surviving Entity or a subsidiary thereof after a Change in Control and prior to the Payment Date, in certain circumstances where the termination is without cause or for good reason, the Bonus shall be payable by the Surviving Entity as soon as practicable following the date of termination of the executive officer’s employment (but no later than sixty (60) days thereafter), subject to the executive officer executing and not revoking a general release of all claims against the Surviving Entity in a form acceptable to the Surviving Entity within sixty (60) days following such termination of employment.

The foregoing description of the Retention Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Retention Bonus Agreement, a copy of which is attached hereto as Exhibit 10.113 and is incorporated herein by reference.

On March 19, 2009, the Company announced that the base salary for each of its executive officers will be reduced by 20%, effective March 23, 2009, in an effort to further preserve the Company’s capital resources. A copy of the press release relating to the salary reduction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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
10.113	Form of Retention Bonus Agreement.
99.1	Press release of Cortex Pharmaceuticals, Inc. dated March 19, 2009.

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: March 19, 2009	By:	/s/ Maria S. Messinger
		Maria S. Messinger
		Vice President, Chief Financial Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description	Sequential Page No.
10.113	Form of Retention Bonus Agreement	6
99.1	Press release of Cortex Pharmaceuticals, Inc. dated March 19, 2009.	9

EX-10.113

Exhibit 10.113

                    , 2009

«Name»

Re: Retention Bonus Agreement

Dear «FirstName»:

Cortex Pharmaceuticals, Inc. (together with any successor thereto or, if applicable, the ultimate parent of any such successor, the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company’s key personnel. In this regard, the Company’s Compensation Committee of the Board of Directors (the “Committee”) recognizes that the possibility of a change of control of the Company may exist and the uncertainty and questions that it may raise among key employees could result in the departure or distraction of these personnel to the detriment of the Company, its stockholders, and the potential purchaser of the company.

The Committee has decided to reinforce and encourage the continued attention and dedication of key employees, including yourself, to their assigned duties without the distraction arising from the possibility of a change of control of the Company.

Retention Bonus. The Company hereby agrees that after this letter agreement has been fully executed, you shall be entitled to receive a lump sum cash bonus equal to six months of your base salary (subject to applicable withholding, the “Bonus”) in the event that (a) a “Change in Control” (as defined in the Company’s 2006 Stock Incentive Plan) occurs and (b) you remain continuously employed with the Company (or a subsidiary of the Company) from the date hereof through the date occurring three (3) months after the effective date of the Change in Control (the “Payment Date”). The additional three months post-change of control is to allow for an orderly transition of personnel and information and to allow for an appropriate integration process, as needed. Should the new controlling interest deem the period longer than needed, then the effective date for payment of the bonus post-closing may be shortened.

The Bonus shall be payable by the Company on or as soon as practicable following the Payment Date (but no later than fifteen (15) days thereafter) [for executives and key employees: such Bonus shall be determined without regard to any reduction of base salary applicable to Company executives and employees which may be necessitated after the date hereof and prior to a Change in Control]. Notwithstanding the foregoing, in the event that your employment is terminated by the Company (or a subsidiary) after a Change in Control and prior to the Payment Date without “Cause” (as defined below) or you resign for “Good Reason” (as defined

below) during such period, your Bonus shall be payable by the Company as soon as practicable following the date of your termination of employment (but no later than sixty (60) days thereafter), subject to you executing and not revoking during any applicable revocation period a general release of all claims against the Company in a form acceptable to the Company within sixty (60) days after such termination of employment.

Cause. For the purposes of this agreement, “Cause” shall mean any one or more of the following events: (a) your conviction of, or entry of a plea of “guilty” or “no contest” to, a felony or a crime involving moral turpitude, (b) your unauthorized use or disclosure of confidential information or trade secrets of the Company (or a subsidiary) or any successor or parent or subsidiary thereof; (c) your intentional misconduct, fraud, embezzlement or act of dishonesty that has a material adverse impact on the Company (or a subsidiary) or any successor or parent or subsidiary thereof; or (d) your intentional and continued refusal or failure to act in accordance with any lawful and proper direction or order of the Board or the appropriate individual to whom you directly or indirectly report.

Good Reason. For purposes of this agreement, “Good Reason” shall mean the occurrence of any of the following events after a Change in Control, without your prior written consent: (a) a reduction of your annual base salary (from annualized base pay prior to application of any temporary reduction in salary between date of this contract and the change in control) of more than five percent (5%), (b) the Company’s relocation of your principal place of employment to a location which is more than thirty (30) miles from your principal place of employment immediately prior to the Change in Control, or (c) a material diminution in your authority, duties, or responsibilities. In order to invoke a termination for Good Reason, you must provide written notice to the Company of the existence of one or more of the conditions described in clauses (a), (b) or (c) within 90 days after having knowledge of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy any condition constituting Good Reason during the Cure Period, you must terminate employment, if at all, within 90 days following the end of the Cure Period in order to terminate employment for Good Reason.

IRC Section 409A. Notwithstanding anything in this letter agreement to the contrary, any compensation payable hereunder that constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and which is designated hereunder as payable upon your termination of employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A of the Code (a “Separation from Service”). In addition, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled hereunder is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of (a) the expiration of the six-month period measured from the date of your Separation from Service or (b) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you (or your estate or beneficiaries), and any remaining payments due hereunder shall be paid as otherwise provided herein.

Other Terms and Conditions. Nothing contained in this agreement shall confer upon you any right to continue in the employ of the Company, constitute any contract or agreement of employment, or interfere in any way with the at-will nature of your employment with the Company.

Your rights hereunder shall be in addition to any rights you may otherwise have under all benefit plans or agreements of the Company to which you are a party or in which you are a participant, including, but not limited to, any employee benefit plans, bonus plans and equity incentive plans.

Please sign and return a copy of this letter to the Company, which shall then constitute our agreement on this subject.

Sincerely,

Roger G. Stoll, Ph.D.

Executive Chairman of the Board

Cortex Pharmaceuticals, Inc.

Understood and agreed,
	Date:
«Name»

EX-99.1

Exhibit 99.1

PRESS RELEASE

Company Contact:	Investor Contact:
Mark A. Varney, Ph.D.	Erika Moran/Dian Griesel, Ph.D.
President and CEO	Media Contact:
Cortex Pharmaceuticals, Inc.	Janet Vasquez
949.727.3157	The Investor Relations Group
	212.825.3210

Cortex Pharmaceuticals Announces Corporate Restructuring and Workforce Reduction

Irvine, CA (March 19, 2009) — Cortex Pharmaceuticals, Inc. (NYSE Alternext US (COR)) announced a significant restructuring of its organization which involved a reduction of personnel by approximately 50%. The workforce reduction is in addition to other capital preserving initiatives, including the reduction of salaries for the Company’s Executive Officers. Because of the continuing uncertainty in the capital markets and the global economy, Cortex took steps to reduce its monthly spending requirements to align its current resources with its strongest near-term opportunities. Cortex will focus its efforts on the development of its clinical programs involving CX717 and CX1739, which it believes will have the greatest opportunity for creation of shareholder value. At the same time it has significantly reduced basic research efforts in early, non-clinical stage programs.

“This restructuring is an absolute necessity in the light of the current financial climate,” said Mark Varney, Ph.D., President and CEO of Cortex. “I would like to express my gratitude for the contributions and commitment of our outstanding employees who were impacted by the workforce reduction. However, we need to ensure that Cortex can continue to advance its promising pipeline compounds. In the near term, these programs have the potential to address three very large markets of ADHD, sleep apnea and respiratory depression. Obviously, over the longer term we plan to continue to develop additional applications in Alzheimer’s disease, Parkinson’s disease, and other neurodegenerative disorders.”

Currently, Cortex has four programs in clinical or preclinical development representing diverse chemical structures and market opportunities. These programs include:

• CX717: one of Cortex’s Low Impact AMPAKINE^® drugs that achieved proof-of-concept in opioid-induced respiratory depression. Current efforts are focused on the development of an intravenous dosage form of CX717.

• CX1739: an AMPAKINE compound that is currently in a Phase II sleep apnea study, with expected completion around mid-2009. A Phase II study in ADHD in adult patients is planned to be initiated around mid-year in the US.

• CX1942: a unique AMPAKINE pro-drug with enhanced water solubility which is approximately 5-6 times as potent as CX717 and has potential in both i.v. and oral respiratory depression applications and sleep apnea. Cortex plans to advance the compound into toxicology and Phase I clinical trials over the next year, when additional capital becomes available.

• CX2007: A compound in a new chemistry space, with a longer half-life than other compounds that will be advanced for the treatment of ADHD and Alzheimer’s disease, when additional capital becomes available.

“Given the current state of the capital markets, we will continue to evaluate all options for raising cash, including licensing, partnering, and other strategic options. Cortex is currently working diligently to secure several out-licensing and partnering opportunities, which if and when completed, will provide a significant infusion of capital,” stated Mark Varney.

Cortex Pharmaceuticals, Inc.

Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for treating psychiatric disorders, neurological diseases and brain-mediated breathing disorders. Cortex 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 and Huntington’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. For additional information regarding Cortex, please visit the Company’s website at http://www.cortexpharm.com.

Forward-Looking Statement

Note — This press release contains forward-looking statements concerning the Company’s research and development activities. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current beliefs and expectations. The success of such activities depends on a number of factors, including the risks that the Company may not be able to raise sufficient capital to fund its operations; 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 patents may not issue from the Company’s patent applications; that competitors may challenge or design around the Company’s patents or develop competing technologies; that the Company may have insufficient resources to undertake proposed clinical studies; 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.

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