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): December 7, 2009

CORTEX PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-16467	33-0303583
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No)

15241 Barranca Parkway, Irvine, California 92618

(Address of principal executive offices)

(949) 727-3157

(Registrant’s telephone number, including area code)

Not Applicable

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 22, 2009, the Company reported on a Current Report on Form 8-K that it had received a deficiency letter from the NYSE Amex LLC (the “Exchange”) indicating that the Company did not comply with the minimum stockholders’ equity requirements for continued listing on the NYSE Amex as set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE Amex Company Guide. The deficiency letter also indicated that the Company was not in compliance with Section 1003(a)(iv) of the NYSE Amex Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the NYSE Amex, as to whether the Company would be able to continue operations and/or meet its obligations as they mature.

In response to the deficiency letter, the Company submitted a plan of compliance to the Exchange on June 18, 2009. On August 21, 2009, the Company reported on a Current Report on Form 8-K that it had received a written determination from the Exchange that its common stock would be delisted unless it appealed the delisting determination before August 27, 2009. The Company subsequently appealed the delisting decision of the Exchange at a hearing before a listings qualification panel on October 6, 2009 and was granted an extension to regain compliance.

On December 7, 2009, the Company received a written determination from the Exchange indicating that it had not regained compliance during the extended period and that its common stock would be delisted from the NYSE Amex effective at the close of business on December 11, 2009.

The Company issued a press release regarding the determination letter that it received from the Exchange. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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 December 9, 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: December 11, 2009	By:	/s/ Maria S. Messinger
		Maria S. Messinger
		Vice President, Chief Financial Officer and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of Cortex Pharmaceuticals, Inc. dated December 9, 2009.

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 RECEIVES DELISTING NOTIFICATION

FROM NYSE AMEX

IRVINE, CA (Dec 9, 2009) — Cortex Pharmaceuticals, Inc. (NYSE Amex (COR)) announced that it has received notification from the NYSE Amex LLC indicating that, due to the Company’s non-compliance with certain continued listing standards as previously reported, the Exchange intends to delist the Company’s common stock from the NYSE Amex effective as of the close of business on Friday, December 11, 2009. Cortex appealed an earlier delisting determination by the NYSE Amex, but was unable to regain compliance within the allotted timeframe provided by the Exchange.

Upon the Company’s delisting of its common stock from the NYSE Amex, the Company believes that its securities will be eligible for quotation on the OTC Bulletin Board. Cortex intends to continue to comply with its Securities and Exchange Commission filing obligations.

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 operating 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 FINRA may not approve any market maker’s application to quote the Company’s common stock on the OTC Bulletin Board. 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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