8-K

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 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2010, the Compensation Committee of the Company’s Board of Directors approved an extension to the term of the Employment Agreement for Roger G. Stoll, Ph.D., the Company’s Executive Chairman, through August 13, 2011, under the Employment Agreement’s other existing terms and conditions.

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
10.119	Sixth Amendment dated August 13, 2010 to the Employment Agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D.

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.
August 17, 2010	/s/ Maria S. Messinger
	Maria S. Messinger
	Vice President, Chief Financial Officer
	and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.119	Sixth Amendment dated August 13, 2010 to the Employment Agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D.

EX-10.119

Exhibit 10.119

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Sixth Amendment to Employment Agreement (the “Amendment”) is entered into as of August 13, 2010 (the “Effective Date”), between Roger G. Stoll, Ph.D. (the “Executive”) and Cortex Pharmaceuticals, Inc. (the “Company”).

RECITALS

On October 29, 2002, the Company and the Executive entered into an Employment Agreement, which the parties subsequently amended on April 8, 2003, November 10, 2004, August 13, 2005, July 11, 2008 and July 29, 2009 (as amended, the “Agreement”).

The Executive is serving as the Company’s Executive Chairman pursuant to the terms of the Agreement, and the parties wish to amend the Agreement pursuant to the terms and conditions set forth below.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereby agree as follows effective as of the Effective Date. Except as otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Agreement.

1. Section 2 of the Agreement shall be amended in its entirety to read as follows:

“Term. The term of this Agreement shall expire on August 13, 2011.”

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

EXECUTIVE

/s/ Roger G. Stoll

Roger G. Stoll, Ph.D.

CORTEX PHARMACEUTICALS, INC.
By:	/s/ M. Ross Johnson
	M. Ross Johnson, Ph.D.
Its:	Chairman, Compensation Committee