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 23, 2009

CORTEX PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-16467	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

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 September 29, 2009, the Company’s board of directors approved and adopted a Certificate of Amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation, as amended to date, to increase the authorized number of shares of the Company’s common stock from 105,000,000 shares to 205,000,000 shares with a resulting increase in the authorized number of shares of the Company’s capital stock from 110,000,000 shares to 210,000,000 shares, subject to stockholder approval. On November 23, 2009, at a special meeting, the Company’s stockholders approved the Amendment and the increase in authorized shares of the Company’s common stock and capital stock. The Amendment became effective on November 23, 2009 upon filing with the Delaware Secretary of State.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.7 and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.7	Certificate of Amendment of Restated Certificate of Incorporation of Cortex Pharmaceuticals, Inc., as filed with the Delaware Secretary of State on November 23, 2009.

SIGNATURE

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.

Date: November 24, 2009		CORTEX PHARMACEUTICALS, INC.
	By:	/s/ Maria S. Messinger
		Maria S. Messinger
		Vice President, Chief Financial Officer, and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.7	Certificate of Amendment of Restated Certificate of Incorporation of Cortex Pharmaceuticals, Inc., as filed with the Delaware Secretary of State on November 23, 2009.

EX-3.7

Exhibit 3.7

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

CORTEX PHARMACEUTICALS, INC.,

a Delaware corporation

(Pursuant to Section 242 of the Delaware General Corporation Law)

CORTEX PHARMACEUTICALS, INC., a corporation organized and existing under the Delaware General Corporation Law (the “Corporation”), does hereby certify:

FIRST: That the Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 11, 1989 and was amended by Certificate of Amendment of Certificate of Incorporation filed June 27, 1989, by Certificate of Designation filed April 29, 1991, by Certificate of Correction of Certificate of Designation filed May 1, 1991, by Certificate of Amendment of Certificate of Designation filed June 13, 1991, by Certificate of Amendment of Certificate of Incorporation filed November 12, 1992, by Certificate of Amendment of Restated Certificate of Incorporation filed January 11, 1995, by Certificate of Designation filed December 8, 1995, by Certificate of Designation filed October 15, 1996, by Certificate of Designation filed June 4, 1997, by Certificate of Amendment of Restated Certificate of Incorporation filed December 21, 1998, by Certificate of Designation filed February 11, 2002, by Certificate of Amendment of Restated Certificate of Incorporation filed December 15, 2003, by Certificate of Amendment of Restated Certificate of Incorporation filed March 2, 2006, by Certificate of Amendment of Restated Certificate of Incorporation filed May 15, 2008, by Certificate of Designation filed April 15, 2009, and by Certificate of Designation filed July 30, 2009.

SECOND: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing said amendment to be submitted to the stockholders of the Corporation at a Special Meeting. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article Fourth, paragraph (A)(1) of the Corporation’s Restated Certificate of Incorporation be amended to read in its entirety:

“FOURTH: (A)(1)—AUTHORIZED CAPITAL. The total number of shares of capital stock which the Company has the authority to issue is 210,000,000 consisting of 205,000,000 shares of Common Stock, $0.001 par value per share (the ‘Common Stock’), and 5,000,000 shares of Preferred Stock, $0.001 par value per share (the ‘Preferred Stock’).”

THIRD: That thereafter, pursuant to resolution of the Board of Directors, a Special Meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the Delaware General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by Mark A. Varney, Ph.D., its President and Chief Executive Officer, and attested to by Maria S. Messinger, its Corporate Secretary, this 23^rd day of November, 2009.

	CORTEX PHARMACEUTICALS, INC.
By:	/s/    MARK A. VARNEY
	Mark A. Varney, Ph.D., President and Chief Executive Officer

ATTEST:
By:	/s/    MARIA S. MESSINGER
	Maria S. Messinger, Corporate Secretary