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)

April 14, 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 2.02. Results of Operations and Financial Condition.

On April 14, 2009, 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 April 14, 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: April 14, 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.
99.1	Press release of Cortex Pharmaceuticals, Inc. dated April 14, 2009.	5

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 REPORTS FOURTH QUARTER AND

YEAR END OPERATING RESULTS

IRVINE, CA (April 14, 2009) — Cortex Pharmaceuticals, Inc. (NYSE Amex (COR)) reported a net loss of $3,130,000, or $0.07 per share for the quarter ended December 31, 2008 compared with a net loss of $3,273,000, or $0.07 per share for the corresponding prior year period. These reported losses included non-cash stock-based compensation charges for the quarters ended December 31, 2008 and 2007 of approximately $236,000 and $533,000, respectively.

For the fiscal year ended December 31, 2008, Cortex reported a net loss of $14,596,000, or $0.31 per share compared to a net loss of $12,969,000, or $0.31 per share for the corresponding prior year period. These losses included non-cash stock-based compensation charges for the years ended December 31, 2008 and 2007 of approximately $1,299,000 and $2,237,000, respectively.

Year-to-date operating results reflect increased clinical development expenses, including amounts for the Company’s two Phase IIa trials of its AMPAKINE^® CX717 as a treatment for respiratory depression. As recently reported, in both studies CX717 demonstrated positive effects, preventing the respiratory depression induced by opiates. One of the studies also evaluated the effect of CX717 on the opiate’s pain-relieving effects. These results demonstrated that the analgesic effects of alfentanil were maintained by CX717 in a pain model, suggesting utility of CX717 for reversal and prevention of respiratory depression induced by opioids, without negatively impacting the analgesic properties of the opioid. Independent market research has suggested that the annual market for such products could be in excess of $1 billion in the U.S. alone.

Cortex has completed Phase I clinical testing of the AMPAKINE compound, CX1739, in the U.K. CX1739 was well tolerated, and did not affect vital signs, cardiovascular parameters or blood clinical chemistry, and exhibited linear exposure with increasing doses. As recently reported, Cortex received approval from the U.K. regulatory authority to initiate a small, proof-of-concept clinical study with CX1739 in patients with moderate-to-severe sleep apnea. Cortex anticipates receiving top-line results from this study around mid-2009.

Cortex also reported that its Annual Report on Form 10-K for the year ended December 31, 2008 will include a going concern qualification from its independent auditors. As reported earlier, Cortex recently implemented significant capital preserving initiatives, including a restructuring of its organization that involved a reduction of approximately 50% of its personnel and reduced salaries for the company’s executive officers. With these steps, Cortex reduced its spending requirements to better align its resources to focus on development of its clinical programs for CX717 and CX1739.

Cortex estimates that its restructuring efforts will provide annual operating savings in excess of $2.5 million. Additionally, the focus on product development and away from basic research allows the company to potentially accelerate the development of its key assets currently in advanced stages, CX1739, CX1942, CX2007 and i.v. CX717. Cortex also has several on-going discussions related to other strategic alternatives such as licensing, partnering and M&A opportunities; however, there can be no assurance that a transaction will be finalized from these discussions.

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 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 generate sufficient cash from operations and from external financing to continue as a going concern; that the Company may not be successful in securing any licensing, partnering or M&A arrangements; 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.

(tables follow)

Cortex Pharmaceuticals, Inc.

Condensed Statements of Operations

(in thousands, except per share data)

	Three months ended December 31,						Fiscal year ended December 31,
	2008			2007			2008			2007
	(Unaudited)			(Unaudited)
Revenues	$	—		$	—		$	—		$	—
Operating expenses (A):
Research and development		2,021			2,384			10,780			9,327
General and administrative		1,151			1,141			4,259			4,320
Total operating expenses		3,172			3,525			15,039			13,647
Loss from operations		(3,172	)		(3,525	)		(15,039	)		(13,647	)
Interest income, net		42			252			443			678
Net loss	$	(3,130	)	$	(3,273	)	$	(14,596	)	$	(12,969	)
Loss per share:
Basic and diluted	$	(0.07	)	$	(0.07	)	$	(0.31	)	$	(0.31	)
Shares used in computing per share amounts Basic and diluted		47,592			47,524			47,572			42,133
(A)   Operating expenses include the following non-cash stock compensation charges:
Research and development	$	76		$	333		$	722		$	1,371
General and administrative		160			200			577			866
	$	236		$	533		$	1,299		$	2,237

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	December 31, 2008		December 31, 2007
Assets:
Cash and cash equivalents	$	1,431	$	4,021
Marketable securities		2,710		13,263
Other current assets		155		247
		4,296		17,531
Furniture, equipment and leasehold improvements, net		809		851
Other		47		47
Total assets	$	5,152	$	18,429
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expenses	$	1,755	$	1,727
Deferred rent liability		—		25
Stockholders’ equity		3,397		16,677
Total liabilities and stockholders’ equity	$	5,152	$	18,429

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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