| Stockholders' Deficiency | 7. Stockholders Deficiency Preferred Stock The Company has
authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2014 and December 31, 2014,
1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock (non-voting, 9% Preferred Stock); 37,500
shares were designated as Series B Convertible Preferred Stock (non-voting, Series B Preferred Stock); 205,000 shares
were designated as Series A Junior Participating Preferred Stock (non-voting, Series A Junior Participating Preferred Stock);
and 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. Accordingly, as of June 30, 2015, 3,505,800 shares
of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. There were no shares
of 9% Preferred Stock or Series A Junior Participating Preferred Stock outstanding as of June 30, 2015 or December 31, 2014. Series B Preferred
Stock outstanding as of June 30, 2015 and December 31, 2014 consisted of 37,500 shares issued in a May 1991 private placement.
Each share of Series B Preferred Stock is convertible into approximately 0.09812 shares of common stock at an effective conversion
price of $6.795 per share of common stock, which is subject to adjustment under certain circumstances. As of June 30, 2015 and
December 31, 2014, the shares of Series B Preferred Stock outstanding are convertible into 3,679 shares of common stock. The Company
may redeem the Series B Preferred Stock for $25,001, equivalent to $0.6667 per share, an amount equal to its liquidation preference,
at any time upon 30 days prior notice. Series G 1.5% Convertible Preferred
Stock On March 18, 2014,
the Company entered into Securities Purchase Agreements with various accredited investors (the Initial Purchasers),
pursuant to which the Company sold an aggregate of 753.22 shares of its Series G 1.5% Convertible Preferred Stock for a purchase
price of $1,000 per share, or an aggregate purchase price of $753,220. This financing represented the initial closing on the private
placement (the Private Placement). The Initial Purchasers in this tranche of the Private Placement consisted of (i)
Dr. Arnold S. Lippa, the Companys Chairman, Chief Executive Officer and a member of the Companys Board of Directors,
who invested $250,000 for 250 shares of Series G 1.5% Convertible Preferred Stock, and (ii) new, non-affiliated, accredited investors.
Neither the Series G 1.5% Convertible Preferred Stock nor the underlying shares of common stock have any registration rights. The placement agents
and selected dealers in connection with the initial tranche of the Private Placement received cash fees totaling $3,955 as compensation
and an obligation of the Company to issue warrants to acquire 12,865,151 shares of common stock, totaling approximately 5.6365%
of the shares of common stock into which the Series G 1.5% Convertible Preferred Stock may convert, issuable upon completion of
all closings of the Private Placement and exercisable for five years, at a fixed price of $0.00396, which is 120% of the conversion
price at which the Series G 1.5% Convertible Preferred Stock may convert into the Companys common stock. The stock warrants
issuable to the placement agents and selected dealers in connection with the initial tranche of the Private Placement were valued
pursuant to the Black-Scholes option-pricing model at $443,848. The Series G 1.5%
Convertible Preferred Stock has a stated value of $1,000 per share and a stated dividend at the rate per share (as a percentage
of the Stated Value per share) of 1.5% per annum, compounded quarterly, payable quarterly within 15 calendar days of the end of
each fiscal quarter of the Company, in duly authorized, validly issued, fully paid and non-assessable shares of Series G 1.5% Convertible
Preferred Stock, which may include fractional shares of Series G 1.5% Convertible Preferred Stock. The Series G 1.5%
Convertible Preferred Stock became convertible, beginning 60 days after the last share of Series G 1.5% Convertible Preferred Stock
is issued in the Private Placement, at the option of the holder, into common stock at the applicable conversion price, at a rate
determined by dividing the Stated Value of the shares of Series G 1.5% Convertible Preferred Stock to be converted by the conversion
price, subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Certificate
of Designation. As the stated value of the Series G 1.5% Convertible Preferred Stock is $1,000 per share, and the fixed conversion
price is $0.0033, each share of Series G 1.5% Convertible Preferred Stock is convertible into 303,030.3 shares of common stock.
In addition, the Company has the right to require the holders of the Series G 1.5% Convertible Preferred Stock to convert such
shares into common stock under certain enumerated circumstances as set forth in the Certificate of Designation. Upon either (i)
a Qualified Public Offering (as defined in the Certificate of Designation) or (ii) the affirmative vote of the holders of a majority
of the Stated Value of the Series G 1.5% Convertible Preferred Stock issued and outstanding, all outstanding shares of Series G
1.5% Convertible Preferred Stock, plus all accrued or declared, but unpaid, dividends thereon, shall be mandatorily converted into
such number of shares of common stock determined by dividing the Stated Value of such Series G 1.5% Convertible Preferred Stock
(together with the amount of any accrued or declared, but unpaid, dividends thereon) by the Conversion Price (as defined in the
Certificate of Designation). If not earlier converted,
the Series G 1.5% Convertible Preferred Stock shall be redeemed by conversion on the two year anniversary of the date the last
share of Series G 1.5% Convertible Preferred Stock is issued in the Private Placement at the Conversion Price. Except as described
in the Certificate of Designation, holders of the Series G 1.5% Convertible Preferred Stock will vote together with holders of
the Company common stock on all matters, on an as-converted to common stock basis, and not as a separate class or series (subject
to limited exceptions). In the event of
any liquidation or winding up of the Company prior to and in preference to any Junior Securities (including common stock), the
holders of the Series G 1.5% Convertible Preferred Stock will be entitled to receive in preference to the holders of the Company
common stock a per share amount equal to the Stated Value, plus any accrued and unpaid dividends thereon. Purchasers in the
Private Placement of the Series G 1.5% Convertible Preferred Stock executed written consents in favor of (i) approving and adopting
an amendment to the Companys certificate of incorporation that increases the number of authorized shares of the Company
to 1,405,000,000, 1,400,000,000 of which are shares of common stock and 5,000,000 of which are shares of preferred stock, and (ii)
approving and adopting the Cortex Pharmaceuticals, Inc. 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. The shares of Series
G 1.5% Convertible Preferred Stock were offered and sold without registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule
506(b) of Regulation D promulgated thereunder. The shares of Series G 1.5% Convertible Preferred Stock and the Companys
common stock issuable upon conversion of the shares of Series G 1.5% Convertible Preferred Stock have not been registered under
the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of the Securities Act. On April 17, 2014,
the Company entered into Securities Purchase Agreements with various accredited investors (together with the Initial Purchasers
as defined above, the Purchasers), pursuant to which the Company sold an aggregate of an additional 175.28 shares
of its Series G 1.5% Convertible Preferred Stock, for a purchase price of $1,000 per share, or an aggregate purchase price of $175,280.
This was the second and final closing on the Private Placement, in which a total of 928.5 shares of Series G 1.5% Convertible Preferred
Stock were sold for an aggregate purchase price of $928,500. The Purchasers in the second and final tranche of the Private Placement
consisted of new, non-affiliated, accredited investors and non-management investors who had also invested in the first closing.
One of the investors in this second and final closing was an affiliate of an associated person of Aurora Capital LLC, a related
party (see Note 8). Neither the Series G 1.5% Convertible Preferred Stock nor the underlying shares of common stock have any registration
rights. The placement agents
and selected dealers in connection with the second tranche of the Private Placement received cash fees of $3,465 as compensation
and an obligation of the Company to issue warrants to acquire 6,386,120 shares of common stock, totaling approximately 12% of the
shares of common stock into which the Series G 1.5% Convertible Preferred Stock may convert, issuable upon completion of all closings
of the Private Placement and exercisable for five years, at a fixed price of $0.00396, which is 120% of the conversion price at
which the Series G 1.5% Convertible Preferred Stock may convert into the Companys common stock. The stock warrants issuable
to the placement agents and selected dealers in connection with the second closing of the Private Placement were valued pursuant
to the Black-Scholes option-pricing model at $220,321. As the stated value
of the Series G 1.5% Convertible Preferred Stock is $1,000 per share, and the fixed conversion price is $0.0033, each share of
Series G 1.5% Convertible Preferred Stock is convertible into 303,030.3 shares of common stock. The aggregate of 928.5 shares of
Series G 1.5% Convertible Preferred Stock sold in all of the closings of the Private Placement were initially convertible into
a total of 281,363,634 shares of common stock. The Company recorded
a dividend on the Series G 1.5% Convertible Preferred Stock of $1,574 and $3,396 for the three months ended June 30, 2015 and 2014,
respectively, which was paid through the issuance of an additional 1.6 shares and 3.4 shares, respectively, of Series G 1.5% Convertible
Preferred Stock. The Company recorded a dividend on the Series G 1.5% Convertible Preferred Stock of $4,772 and $3,804 for the
six months ended June 30, 2015 and 2014, respectively, which was paid through the issuance of an additional 4.8 shares and 3.8
shares, respectively, of Series G 1.5% Convertible Preferred Stock. The warrants that
the placement agents and selected dealers received in connection with all closings of the Private Placement, which were issued
effective April 17, 2014, represent the right to acquire 19,251,271 shares of common stock exercisable for five years at a fixed
price of $0.00396, which is 120% of the conversion price at which the Series G 1.5% Convertible Preferred Stock may convert into
the Companys common stock. Aurora Capital LLC,
a related party (see Note 8), was one of the placement agents for this financing, and Aurora and its designees and/or affiliates
received fees in connection with this financing in the form of cash of $2,800 and warrants to purchase 10,427,029 shares of common
stock during the year ended December 31, 2014. Both Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company
since March 22, 2013, have indirect ownership interests in Aurora Capital LLC through interests held in its members, and Jeff E.
Margolis is also an officer of Aurora Capital LLC. Effective August
25, 2014, a finders warrant issued on April 17, 2014 in conjunction with the Private Placement of the Series G 1.5% Convertible
Preferred Stock, representing the right to acquire a total of 2,112,879 shares of common stock, was exercised in full on a cashless
basis, resulting in the net issuance of 1,942,124 shares of common stock. Effective September
5, 2014, a finders warrant issued on April 17, 2014 in conjunction with the Private Placement of the Series G 1.5% Convertible
Preferred Stock, representing the right to acquire a total of 2,412,878 shares of common stock, was exercised in part (50%, or
1,206,439 shares) on a cashless basis, resulting in the net issuance of 1,126,814 shares of common stock. Effective September
26, 2014, a finders warrant issued on April 17, 2014 in conjunction with the Private Placement of the Series G 1.5% Convertible
Preferred Stock, representing the right to acquire a total of 1,400,000 shares of common stock, was exercised in full on a cashless
basis, resulting in the net issuance of 1,326,080 shares of common stock. Effective December
16, 2014, 66.68888 shares of Series G 1.5% Convertible Preferred Stock, including 0.68888 dividend shares, were converted into
20,208,752 shares of common stock on a cashless basis. During the six months
ended June 30, 2015, 563.531895 shares of Series G 1.5% Convertible Preferred Stock, including 9.051895 dividend shares, were converted
into 170,767,241 shares of common stock on a cashless basis. During the three months ended June 30, 2015, an aggregate of 538.208190
shares of Series G 1.5% Convertible Preferred Stock, including 8.728190 dividend shares, were converted into 163,093,392 shares
of common stock on a cashless basis. There have been
no conversions of Series G 1.5% Convertible Preferred Stock into common stock subsequent to June 30, 2015. As of June 30, 2015,
the Series G 1.5% Convertible Preferred Stock was convertible into 95,144,652 shares of the Companys common stock, including
1,805,259 shares attributable to the 1.5% dividend on such shares of $5,957 accrued as of such date. As of December 31, 2014, the
Series G 1.5% Convertible Preferred Stock was convertible into 264,465,728 shares of the Companys common stock, including
3,102,094 shares attributable to the 1.5% dividend on such shares of $10,237 accrued as of such date. Common Stock As discussed above,
the holders of the Series G 1.5% Convertible Preferred Stock approved and adopted an amendment to increase the number of authorized
shares of the Company to 1,405,000,000, 1,400,000,000 of which are shares of common stock and 5,000,000 of which are shares of
preferred stock. The Company also sought, and on April 17, 2014 obtained by written consent, sufficient votes of the holders of
its common stock, voting as a separate class, to effect this amendment. A certificate of Amendment to the Companys Certificate
of Incorporation to effect the increase in the authorized shares was filed with the Secretary of State of the State of Delaware
on April 17, 2014. On April 14, 2014,
the Board of Directors of the Company awarded a total of 57,000,000 shares of common stock of the Company, including awards of
15,000,000 shares to each of the Companys three executive officers, who were also all of the directors of the Company at
that time, and 4,000,000 shares and 8,000,000 shares to two other individuals. The individual who received the 8,000,000 shares
was an associated person of Aurora Capital LLC, a related party (see Note 8). These awards were made to those individuals on that
date as compensation for services rendered through March 31, 2014. Prior to these awards, none of the officers or directors of
the Company at that time had earned or received any cash compensation from the Company since joining the Company in March and April
2013, and there were no prior compensation arrangements or agreements with such individuals. As the initial closing of the Series
G 1.5% Convertible Preferred Stock was completed on March 18, 2014, and such closing represented approximately 81% of the total
amount of such financing, the Companys Board of Directors determined that it was appropriate at that time to compensate
such officers for the period since they joined the Company in March and April 2013 through March 31, 2014. Such compensation was
concluded on April 14, 2014 with the issuance of the aforementioned stock awards. Accordingly, as a result of these factors, the
fair value of these stock awards of $2,280,000 was charged to operations effective as of March 18, 2014. The stock awards were
valued at $0.04 per share, which was the closing price of the Companys common stock on March 18, 2014. These stock awards
were made under the Companys 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. On September 3,
2014, James Sapirstein and Kathryn MacFarlane were appointed to the Board of Directors of the Company, and in connection therewith,
they were awarded an aggregate of 4,000,000 shares of common stock of the Company under the Companys 2014 Equity, Equity-Linked
and Equity Derivative Incentive Plan, consisting of 2,000,000 shares to each new director, vesting 50% upon appointment to the
Board of Directors, 25% on September 30, 2014 and 25% on December 31, 2014. The stock awards were valued at $0.049 per share, which
was the closing price of the Companys common stock on September 3, 2014. During the period September 3, 2014 through December
31, 2014, the Company recorded charges to operations of $196,000 with respect to these stock awards. On September 18,
2014, Dr. John Greer, Ph.D. was appointed to the position of Chairman of the Companys Scientific Advisory Board. Dr. Greer
is the Director of the Neuroscience and Mental Health Institute at the University of Alberta, holds two grants regarding research
into neuromuscular control of breathing, and is the inventor on the use patents licensed by the Company with respect to ampakines.
In connection with the appointment of Dr. Greer as Chairman of the Companys Scientific Advisory Board on September 18, 2014,
the Board of Directors awarded 2,000,000 shares of common stock of the Company to Dr. Greer (through his wholly-owned consulting
company, Progress Scientific, Inc.), vesting 25% upon appointment, 25% on September 30, 2014, 25% on December 31, 2014, and 25%
on March 31, 2015. The stock award was valued at $0.066 per share, which was the closing price of the Companys common stock
on September 18, 2014. This stock award was made under the Companys 2014 Equity, Equity-Linked and Equity Derivative Incentive
Plan. During the period September 18, 2014 through December 31, 2014, the Company recorded charges to operations of $99,000 with
respect to this stock award. During the three months ended March 31, 2015, the Company recorded a final charge to operations of
$33,000 with respect to this stock award. Effective October
15, 2014, Richard Purcell was appointed as the Companys Senior Vice President of Research and Development. In conjunction
with his appointment, the Company agreed to issue to Mr. Purcell 2,000,000 shares of the Companys common stock, with 25%
of such stock grant vesting and issuable every three months after the date of his appointment (i.e., on January 15, 2015, April
15, 2015, July 15, 2015 and October 15, 2015), subject to Mr. Purcells continued relationship with the Company on each of
the vesting dates. The stock grant was made under the Companys 2014 Equity, Equity-Linked and Equity Derivative Incentive
Plan. Based on the Companys closing stock price on October 15, 2014 of $0.078 per share, during the three months and six
months ended June 30, 2015, the Company recorded charges to operations of $39,000 and $78,000, respectively, with respect to this
stock award. At June 30, 2015, total unrecognized compensation expense for the outstanding unvested stock awards was $78,000, which
will be recognized by the Company as charges to operations of $39,000 on each of July 15, 2015 and October 15, 2015, respectively. See Note 6 for information
with respect to the issuance of common stock in connection with the settlement of debt obligations. Information with
respect to the issuance of common stock upon the exercise of common stock purchase warrants issued to finders and placement agents
in connection with the Private Placement of the Series G 1.5% Convertible Preferred Stock is provided above at Series G
1.5% Convertible Preferred Stock. Common Stock Warrants In connection with
a private placement of debt on June 25, 2012, the Company issued to Samyang two-year detachable warrants to purchase 4,000,000
shares of the Companys common stock at a fixed exercise price of $0.056 per share. The warrants had a call right for consideration
of $0.001 per share, in favor of the Company, to the extent that the weighted average closing price of the Companys common
stock exceeded $0.084 per share for each of ten consecutive trading days, subject to certain circumstances. The warrants expired
unexercised in June 2014. Information with
respect to the issuance and exercise of common stock purchase warrants with respect to finders and placement agents in connection
with the private placement of the Series G 1.5% Convertible Preferred Stock is provided above at Series G 1.5% Convertible
Preferred Stock. Information with respect to the issuance of common stock purchase warrants in connection with the 10% Convertible
Note Payable and Warrant Purchase Agreement is provided at Note 4. A summary of warrant
activity for the six months ended June 30, 2015 is presented below.
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years)
Warrants outstanding at December 31, 2014 25,686,096 $ 0.01744
Issued 6,419,998 0.03500
Exercised - -
Expired - -
Warrants outstanding at June 30, 2015 32,106,094 $ 0.02095 1.84
Warrants exercisable at December 31, 2014 25,686,096 $ 0.01744
Warrants exercisable at June 30, 2015 32,106,094 $ 0.02095 1.84 The exercise prices
of common stock warrants outstanding and exercisable are as follows at June 30, 2015:
Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date
$ 0.00396 14,531,953 14,531,953 April 17, 2019
$ 0.03500 17,574,141 17,574,141 September 15, 2015
32,106,094 32,106,094 Based on a fair
market value of $0.0175 per share on June 30, 2015, the intrinsic value of exercisable in-the-money stock warrants was $196,763
as of June 30, 2015. A summary of warrant
activity for the six months ended June 30, 2014 is presented below.
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years)
Warrants outstanding at December 31, 2013 4,000,000 $ 0.05600
Issued 19,251,271 0.00396
Exercised - -
Expired (4,000,000 ) 0.05600
Warrants outstanding at June 30, 2014 19,251,271 $ 0.00396 4.80
Warrants exercisable at December 31, 2013 4,000,000 $ 0.05600
Warrants exercisable at June 30, 2014 19,251,271 $ 0.05600 4.80 The exercise prices
of common stock warrants outstanding and exercisable are as follows at June 30, 2014:
Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date
$ 0.00396 19,251,271 19,251,271 April 17, 2019
Based on a fair
market value of $0.0295 per share on June 30, 2014, the intrinsic value of exercisable in-the-money stock warrants was $491,697
as of June 30, 2014. Stock Options In connection with
the initial closing of the Private Placement completed on March 18, 2014, the stockholders of the Company holding a majority of
the votes to be cast on the issue approved the adoption of the Companys 2014 Equity, Equity-Linked and Equity Derivative
Incentive Plan (the 2014 Plan), which had been previously adopted by the Board of Directors of the Company, subject
to stockholder approval. The Plan permits the grant of options and restricted stock with respect to up to 105,633,002 shares of
common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other
service providers of the Company. On July 17, 2014,
the Board of Directors of the Company awarded stock options to purchase a total of 15,000,000 shares of common stock of the Company,
consisting of options for 5,000,000 shares to each of the Companys three executive officers, who were also all of the directors
of the Company at that time. The stock options were awarded as compensation for those individuals through December 31, 2014. The
stock options vested in three equal installments on July 17, 2014 (at issuance), September 30, 2014, and December 31, 2014, and
expire on July 17, 2019. The exercise price of the stock options was established on the grant date at $0.05 per share, as compared
to the closing market price of the Companys common stock on such date of $0.044 per share, reflecting an exercise price
premium of $0.006 per share or 13.6%. These awards were made under the Companys 2014 Plan. During the period July 17, 2014
through December 31, 2014, the Company recorded charges to operations of $655,500 with respect to these stock options, reflecting
the grant date fair value of the stock options calculated pursuant to the Black-Scholes option-pricing model. On June 30, 2015,
the Board of Directors adopted the 2015 Stock and Stock Option Plan (the 2015 Plan). The 2015 Plan provides for,
among other things, the issuance of either or any combination of restricted shares of common stock and non-qualified stock options
to purchase up to 150,000,000 shares of the Companys common stock for periods up to ten years to management, members of
the Board of Directors, consultants and advisors. The Company does not intend to present the 2015 Plan to shareholders for approval. On June 30, 2015,
the Board of Directors of the Company awarded stock options to purchase a total of 55,000,000 shares of common stock, consisting
of options for 15,000,000 shares to each of three of the Companys executive officers, Dr. Arnold S. Lippa, Jeff E. Margolis
and Robert N. Weingarten, and options for 2,000,000 shares to each of five other individuals who are members of management, the
Companys Scientific Advisory Board, or independent members of the Board of Directors. The stock options were awarded as
partial compensation for those individuals through December 31, 2015. The stock options vested 50% on June 30, 2015 (at issuance),
will vest 25% on September 30, 2015 and December 31, 2015, and will expire on June 30, 2022. The exercise price of the stock options
was established on the grant date at $0.025 per share, as compared to the closing market price of the Companys common stock
on such date of $0.0175 per share, reflecting an exercise price premium of $0.0075 per share or 42.9%. These awards were made under
the Companys 2015 Plan. The aggregate grant date fair value of these stock options calculated pursuant to the Black-Scholes
option-pricing model was $946,000. During the three months and six months ended June 30, 2015, the Company recorded charges to
operations of $473,000 with respect to these stock options, reflecting the vested portion of the grant date fair value of these
stock options at June 30, 2015 calculated pursuant to the Black-Scholes option-pricing model. See Note 6 for information
with respect to the issuance of common stock options in connection with the settlement of debt obligations. Information with
respect to common stock awards issued to officers and directors as compensation is provided above under Common Stock. A summary of stock
option activity for the six months ended June 30, 2015 is presented below.
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years)
Options outstanding at December 31, 2014 25,716,668 $ 0.0503
Granted 87,168,470 0.0233
Expired - -
Forfeited - -
Options outstanding at June 30, 2015 112,885,138 $ 0.0294 5.96
Options exercisable at December 31, 2014 25,716,668 $ 0.0503
Options exercisable at June 30, 2015 85,385,138 $ 0.0309 5.63 Total deferred compensation
expense for the outstanding value of 27,500,000 unvested stock options was approximately $551,000 at June 30, 2015, which is being
recognized subsequent to June 30, 2015 over a weighted-average period of approximately 5.7 months. The exercise prices
of common stock options outstanding and exercisable were as follows at June 30, 2015:
Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date
$ 0.0175 29,148,028 29,148,028 June 30, 2020
$ 0.0250 55,000,000 27,500,000 June 30, 2022
$ 0.0400 2,400,000 2,400,000 March 13, 2019
$ 0.0400 1,250,000 1,250,000 April 14, 2019
$ 0.0430 1,100,000 1,100,000 March 14, 2024
$ 0.0476 2,520,442 2,520,442 April 8, 2020
$ 0.0490 800,000 800,000 February 28, 2024
$ 0.0500 15,000,000 15,000,000 July 17, 2019
$ 0.0512 500,000 500,000 January 29, 2020
$ 0.0600 3,083,334 3,083,334 July 17, 2022
$ 0.0600 2,083,334 2,083,334 August 10, 2022
112,885,138 85,385,138 Based on a fair
market value of $0.0175 per share on June 30, 2015, there were no exercisable in-the-money common stock options as of June 30,
2015. A summary of stock
option activity for the six months ended June 30, 2014 is presented below.
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years)
Options outstanding at December 31, 2013 5,166,668 $ 0.0600
Granted 5,550,000 0.0419
Expired - -
Forfeited - -
Options outstanding at June 30, 2014 10,716,668 $ 0.0506 7.23
Options exercisable at December 31, 2013 5,166,668 $ 0.0600
Options exercisable at June 30, 2014 10,716,668 $ 0.0506 7.23 The exercise prices
of common stock options outstanding and exercisable were as follows at June 30, 2014:
Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date
$ 0.0400 2,400,000 2,400,000 March 13, 2019
$ 0.0400 1,250,000 1,250,000 April 14, 2019
$ 0.0430 1,100,000 1,100,000 March 14, 2024
$ 0.0490 800,000 800,000 February 28, 2024
$ 0.0600 3,083,334 3,083,334 July 17, 2022
$ 0.0060 2,083,334 2,083,334 August 10, 2022
10,716,668 10,716,668 Based on a fair
market value of $0.0295 per share on June 30, 2014, there were no exercisable in-the-money common stock options as of June 30,
2014. For the three months
ended June 30, 2015 and 2014, stock-based compensation costs included in the condensed consolidated statements of operations consisted
of general and administrative expenses of $438,600 and $0, respectively, and research and development expenses of $73,400 and $0,
respectively. For the six months ended June 30, 2015 and 2014, stock-based compensation costs included in the condensed consolidated
statements of operations consisted of general and administrative expenses of $438,600 and $2,280,000, respectively, and research
and development expenses of $145,400 and $0, respectively. Pier Contingent Stock Consideration In connection with
the merger transaction with Pier effective August 10, 2012, Cortex issued 58,417,893 newly issued shares of its common stock with
an aggregate fair value of $3,271,402 ($0.056 per share), based upon the closing price of Cortexs common stock on August
10, 2012. The shares of common stock were issued to stockholders, convertible note holders, warrant holders, option holders, and
certain employees and vendors of Pier in satisfaction of their interests and claims. The common stock issued by Cortex represented
approximately 41% of the 144,041,556 common shares outstanding immediately following the closing of the transaction. Pursuant to the
terms of the transaction, Cortex agreed to issue additional contingent consideration, consisting of up to 18,314,077 shares of
common stock, to Piers former security holders and certain other creditors and service providers (the Pier Stock
Recipients) that received the Companys common stock as part of the Pier transaction if certain of the Companys
stock options and warrants outstanding immediately prior to the closing of the merger were subsequently exercised. In the event
that such contingent shares were issued, the ownership percentage of the Pier Stock Recipients, following their receipt of such
additional shares, could not exceed their ownership percentage as of the initial transaction date. The stock options
and warrants outstanding at June 30, 2012 were all out-of-the-money on August 10, 2012. During late July and early August 2012,
the Company issued options to officers and directors at that time to purchase a total of 7,361,668 shares of common stock exercisable
for ten years at $0.06 per share. By October 1, 2012, these options, as well as the options and warrants outstanding at June 30,
2012, were also out-of-the-money and continued to be out-of-the |
