News
Cortex Announces Financing
IRVINE, CA (April 14, 2009) — Cortex Pharmaceuticals, Inc. (NYSE Amex (COR)) announced that it has obtained a commitment to purchase shares of a newly-designated series of convertible preferred stock pursuant to a registered direct offering to a single institutional investor, representing gross proceeds of approximately $1.5 million. Subject to certain ownership limitations, the preferred stock is convertible into shares of Cortex at the option of the investor at a price of $0.17 per share.
The investor will also receive warrants to purchase 6.9 million shares of Cortex’s common stock. The warrants have an exercise price of $0.3401 per share and, subject to certain ownership limitations, are exercisable after the six-month anniversary of the closing of the transaction and before the third anniversary of such initial exercise date. The closing of the offering is expected to take place on or before April 17, 2009, subject to the satisfaction of customary closing conditions, including the final approval for listing of the shares of common stock (including shares of common stock underlying the convertible preferred stock and the warrants) on the NYSE Amex Equities Market. Cortex plans to use the net proceeds from the offering for working capital and other general corporate purposes.
A shelf registration statement (File No. 333-155749) relating to these securities has been declared effective by the Securities and Exchange Commission. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the transaction.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of these securities will be solely by means of a prospectus included in the registration statement and any prospectus supplement that may be issued with respect to such offering. Copies of the final prospectus, including the prospectus supplement when filed, can be obtained at the Securities and Exchange Commission’s website, www.sec.gov, or from Rodman & Renshaw, LLC at 212.536.0550.
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 and Huntington’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 may not be able to raise sufficient capital to fund its operations; 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.
Contacts:
Company Contact:
Mark A. Varney, Ph.D.
President ad CEO
Cortex Pharmaceuticals, Inc.
949.727.3157
Investor Contact:
Erika Moran/Dian Griesel, Ph.D.
Media Contact:
Janet Vasquez
The Investor Relations Group
212.825.3210 |