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): March 1, 2007
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 Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2007, Gary A. Rogers, Ph.D. announced that he is retiring and resigning from his position as Senior Vice President, Pharmaceutical Research of the Company effective March 31, 2007. After March, Dr. Rogers will act as a part time consultant to the Company. Effective March 5, 2007, the Company hired Les Street, Ph.D. to replace Dr. Rogers and to serve as the Company’s Head of Medicinal Chemistry. Additionally, effective February 6, 2007, the Company appointed Steven A. Johnson, Ph.D., Vice President of Pre-Clinical Development, as an officer of the Company. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 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 |
Description | |
| 99.1 |
Press release of Cortex Pharmaceuticals, Inc. dated March 6, 2007. |
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: March 7, 2007 |
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 March 6, 2007. | 5 |