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)

August 16, 2010

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 August 16, 2010, 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 August 16, 2010.

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: August 16, 2010	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 August 16, 2010.	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 SECOND QUARTER OPERATING RESULTS

IRVINE, CA (August 16, 2010) — Cortex Pharmaceuticals, Inc. (OTCBB: CORX) reported a net loss applicable to common stock of approximately $2,454,000, or $0.04 per share, for the quarter ended June 30, 2010, compared with a net loss applicable to common stock of approximately $2,778,000, or $0.06 per share, for the corresponding prior year period.

For the three months ended June 30, 2010, the Company’s total operating expenses increased only slightly from those for the corresponding prior year period, reflecting an increase in administrative consulting that was partially offset by a decrease in clinical development expenses for CX1739.

Cortex President and CEO, Mark Varney, Ph.D., commented, “We continue to conduct our proof-of-concept Phase IIa clinical study with CX1739 in patients with moderate-to-severe sleep apnea and anticipate receiving top-line results from the study by late summer 2010. Cortex also plans to initiate a Phase IIa trial with CX1739 in adults with ADHD.”

Dr. Varney added, “As announced, in March 2010, we sold our rights to CX717 and certain other AMPAKINE® compounds to Biovail Laboratories International SRL (Biovail) as a potential treatment for respiratory depression and vaso-occlusive crises associated with sickle cell disease. Cortex received $9,000,000 of the $10,000,000 up front purchase price from Biovail upon execution of the asset purchase agreement and will receive an additional $1,000,000 upon the completion of the specified transfer plan or September 25, 2010, whichever is later. The agreement with Biovail also includes milestone payments of up to $15,000,000 based upon defined clinical development of the subject AMPAKINE compounds.”

Dr. Varney also stated, “Following the Biovail transaction, Cortex retains its rights to the majority of its AMPAKINE compounds for the treatment of neurodegenerative diseases and psychiatric disorders, indications that have historically been a focus of the Company’s portfolio.”

For the six months ended June 30, 2010, the Company reported net income applicable to common stock of approximately $3,141,000, or $0.05 per share, compared with a net loss applicable to common stock of $5,946,000, or $0.12 per share, for the corresponding prior year period, with the difference primarily reflecting revenues from the Company’s March 2010 transaction with Biovail. The net loss applicable to common stock of $0.12 per share for the six months ended June 30, 2009

includes non-cash charges of approximately $832,000, or $0.02 per share, related to the beneficial conversion feature of preferred stock issued in April 2009.

For the first half of 2010, the Company’s total operating expenses increased from those for the corresponding prior year period due mostly to increased administrative expenses incurred in connection with the transaction with Biovail, as partially offset by savings from the reduction in force that the Company implemented in mid-March 2009 and the timing of clinical development expenses for AMPAKINE CX1739.

Interest expense for the current year periods includes non-cash charges related to the June 2010 conversion of the promissory note issued to Samyang Optics Co., Ltd. (“Samyang”) of Korea. As reported earlier, the convertible note was issued in connection with the Company’s $1,500,000 private placement to Samyang in January 2010.

In connection with the conversion of the promissory note, in June 2010 the Company issued to Samyang 10.4 million unregistered shares of the Company’s common stock at an effective conversion price of $0.147 per share and two-year warrants to purchase up to an additional 4.1 million unregistered shares of the Company’s common stock at an exercise price of $0.206 per share. Cortex has no obligation to register the shares issued in connection with the conversion of the promissory note or the shares underlying the issued warrants.

As announced earlier, shortly after the end of the second quarter Cortex was awarded a grant by The Michael J. Fox Foundation for Parkinson’s Research to test selected compounds from its AMPAKINE platform for their ability to restore brain function in animal models of Parkinson’s disease. If successful, the work could lead to a neuroprotective treatment with the potential to slow or stop the course of Parkinson’s disease — something no currently available therapy has been proven to do.

Cortex Pharmaceuticals, Inc.

Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for treating psychiatric disorders, neurological diseases and sleep apnea. 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’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 June 30,						Six months ended June 30,
	2010			2009			2010			2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	—		$	—		$	9,000		$	—
Operating expenses (A):
Research and development		946			1,048			2,570			3,163
General and administrative		1,023			900			2,731			1,968
Total operating expenses		1,969			1,948			5,301			5,131
Income (loss) from operations		(1,969	)		(1,948	)		3,699			(5,131	)
Interest (expense) income, net		(485	)		2			(558	)		17
Net income (loss)	$	(2,454	)	$	(1,946	)	$	3,141		$	(5,114	)
Accretion of beneficial conversion feature related to 0% Series E Convertible Preferred Stock	$	—		$	(832	)	$	—		$	(832	)
Net income (loss) applicable to common stock	$	(2,454	)	$	(2,778	)	$	3,141		$	(5,946	)
Income (loss) per share:
Basic and diluted	$	(0.04	)	$	(0.06	)	$	0.05		$	(0.12	)
Shares used in computing per share amounts
Basic		68,413			49,604			69,798			48,615
Diluted		68,413			49,604			78,003			48,615
(A) Operating expenses include the following non-cash stock compensation charges:
Research and development	$	31		$	54		$	64		$	138
General and administrative		63			49			146			118
	$	94		$	103		$	210		$	256

Cortex Pharmaceuticals, Inc.

Reconciliation of Reported Net Income Applicable to Common Stock

and Diluted Income per Share Attributable to Common Stock

(in thousands, except per share data)

	For the Six Months Ended June 30, 2010
	Income (Numerator)		Shares (Denominator)	Per-Share Amount
Basic Earnings per Share:
Income applicable to common stock	$	3,141	69,798	$	0.05
Effect of Dilutive Securities:
Convertible promissory note		551	8,195
Options to purchase common stock		—	10
Diluted Earnings per Share:
Income applicable to common stock + assumed conversions	$	3,692	78,003	$	0.05

Cortex Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands)

	June 30, 2010 (Unaudited)		December 31, 2009
Assets:
Cash and cash equivalents	$	2,562	$	226
Marketable securities		2,614		—
Other current assets		81		20
		5,257		246
Furniture, equipment and leasehold improvements, net		310		383
Other		41		77
Total assets	$	5,608	$	706
Liabilities and Stockholders’ Equity (Deficit):
Accounts payable and accrued expenses	$	1,774	$	2,223
Non-current liabilities		19		11
Stockholders’ equity (deficit)		3,815		(1,528	)
Total liabilities and stockholders’ equity (deficit)	$	5,608	$	706

MORE INFORMATION AT WWW.CORTEXPHARM.COM

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