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) DECEMBER 8, 1995
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CORTEX PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-17951 33-0303583
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
15241 BARRANCA PARKWAY, IRVINE, CALIFORNIA 92718
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 727-3157
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Page 1 of 35
Exhibit Index on Page 4
ITEM 5. OTHER EVENTS
ISSUANCE OF SERIES C PREFERRED STOCK
On December 8, 1995, Cortex Pharmaceuticals, Inc. (the "Company") issued 160
shares of newly created Series C Preferred Stock, at a price of $25,000 per
share, for an aggregate of $4,000,000. The shares were sold to 12 offshore
investors pursuant to Regulation S. The Series C Preferred Stock is
convertible, commencing January 20, 1996 into Common Stock at an effective
conversion price of the lower of (i) $2.825 per share of Common Stock or (ii)
85% of the fair market value of the Common Stock on the date of conversion based
on the average bid price during the five trading days prior to the date of
conversion. Based on the $2.825 conversion price, all of the Series C Preferred
Stock is convertible into an aggregate of 1,415,929 shares of Common Stock. At
any time the fair market value of the Common Stock is less than $3.32 per
share, the effective conversion price will be less than $2.825 and the Series C
Preferred Stock will be convertible into a larger number of shares of Common
Stock.
In connection with the placement the Company paid to Swartz Investments, Inc.
commissions of $360,000 and a non-accountable expense allowance of $40,000. In
addition, the Company issued to Swartz Investments, Inc. a five year warrant to
purchase 106,195 shares of the Company's Common Stock at an exercise price of
$2.82. The Common Stock issuable on exercise of the warrant and on conversion
of the Series C Preferred Stock (if not otherwise freely tradeable) is subject
to a Registration Rights Agreement.
ITEM 7. EXHIBITS
Exhibits:
3.1 Restated Certificate of Incorporation dated April 11, 1989, as amended
on June 27, 1989, April 29, 1991, May 1, 1991, May 22, 1991, November
12, 1992, January 11, 1995 and December 8, 1995
4.1 Form of Subscription Agreement entered into with each investor.
4.2 Form of Registration Rights Agreement dated December 8, 1995.
4.3 Warrant to Purchase 106,195 shares issued to Swartz Investments, Inc.
20.1 Press Release dated December 12, 1995
2
SIGNATURE
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 thereunto duly authorized.
CORTEX PHARMACEUTICALS, INC.
Date: December 21, 1995 By: /s/ D. SCOTT HAGEN
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D. Scott Hagen
Acting President and Chief Operating
Officer
3
EXHIBIT INDEX
SEQUENTIAL
EXHIBITS DESCRIPTION PAGE NO.
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3.1 Restated Certificate
of Incorporation
dated April 11, 1989,
as amended on June 27,
1989, April 29, 1991,
May 1, 1991, May 22,
1991, November 12,
1992, January 11, 1995
and December 8, 1995
4.1 Form of Subscription
Agreement entered into with
each investor.
4.2 Form of Registration Rights Agreement dated
December 8, 1995.
4.3 Warrant to Purchase 106,195
shares issued to Swartz Investments,
Inc.
20.1 Press Release dated December 12, 1995
4