EXHIBIT 99.1
Press Release
Contacts: | ||
Roger G. Stoll, Ph.D. | Jane Lin/Dian Griesel, Ph.D. | |
Chairman, President and CEO | The Investor Relations Group | |
Cortex Pharmaceuticals, Inc. | (212) 825-3210 | |
(949) 727-3157 |
Cortex Announces $19 Million Private Placement
FUNDS TO ACCELERATE NEW COMPOUNDS INTO CLINICAL DEVELOPMENT
IRVINE, CA, January 9, 2004 — Cortex Pharmaceuticals, Inc. (AMEX: COR) announced that it has entered into definitive agreements with new and existing institutional investors relating to a private placement of $19 million of securities through the sale of 6,909,091 shares of common stock at $2.75 per share. These agreements also involve the acquisition by the investors of five-year warrants to purchase an additional 4,490,910 shares of the Company’s common stock at an exercise price of $3.25 per share. Rodman & Renshaw, Inc. served as the placement agent for the transaction.
“Cortex now has the funding to significantly accelerate the development of some of its best AMPAKINE® compounds,” said Roger G. Stoll, President and CEO of Cortex, “thereby enhancing our ability to achieve a license agreement with a major pharmaceutical corporation, which would have the capability to gain approval for the “block-buster” indications still available for licensing. Also, we now can move aggressively to achieve our internal business objective of pursuing an AMPAKINE compound into clinical development for the treatment of fragile X syndrome and narcolepsy.”
“Additionally, we now have the resources to move one of our more promising high impact AMPAKINE compounds into toxicology, to achieve our goal of having a novel compound that elevates BDNF, a growth factor in the brain, for treatment of diseases such as fragile X and Parkinson’s,” added Dr. Stoll.
The securities were offered to accredited investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or any state securities laws and the securities may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. In connection with the offering, Cortex has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the resale of the shares purchased and shares issuable upon exercise of the warrants. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy shares or warrants and is being issued under Rule 135c under the Securities Act.
About Cortex Pharmaceuticals:
Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for neurological and psychiatric disorders. The Company 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. Cortex has alliances with N.V. Organon for the treatment of schizophrenia and depression and with Les Laboratoires Servier for the development of AMPAKINE compounds to treat the neurodegenerative effects associated with aging and disease, including Mild Cognitive Impairment, Alzheimer’s disease and anxiety disorders. Cortex is currently developing CX717, a second generation AMPAKINE compound, for the Alzheimer’s disease and Mild Cognitive Impairment indications.
(http://www.cortexpharm.com/)
Forward Looking Statement:
Note — This press release contains forward-looking statements concerning the Company’s research and development activities, clinical trials and business development plans. Actual results may differ materially, depending on a number of risk factors, including the risks that the Company may be unable to obtain additional capital needed to continue its operations; that the agreements with Organon and Servier will not result in any commercial products or that any additional milestone payments will be earned by the Company; that the Company may be unable to arrive at additional corporate partnerships with other pharmaceutical companies on acceptable terms and therefore be required to independently fund clinical development of AMPAKINE compounds through the sale of additional equity securities or otherwise; 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 competitors may challenge or design around the Company’s patents or develop competing technologies; and that 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 clinical testing and regulatory approval. AMPAKINE compounds are investigational drugs and have not yet been shown to have efficacy in the treatment of any disease.
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