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) June 20, 1996 -------------- CORTEX PHARMACEUTICALS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-17951 33-0303583 --------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No) 15241 Barranca Parkway, Irvine, California 92718 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 727-3157 -------------- Not Applicable ----------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 4 Exhibit Index on Page 3 ITEM 5. OTHER EVENTS On June 20, 1996, Cortex Pharmaceuticals, Inc. (the "Company") announced its intention to make a private placement of its Common Stock. The Company intends to raise $7 to $10 million in a private placement of common stock to accredited individual and institutional investors pursuant to Regulation D under the Securities Act of 1933, as amended. The Company said that it intends to use the proceeds for research and development, including the further clinical development of its AMPAKINE-TM- compounds for the potential treatment of Alzheimer's disease and schizophrenia, and for general corporate working capital purposes. No other terms were disclosed. ITEM 6. EXHIBITS Exhibits: 21 Press Release dated June 20, 1996. 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: June 26, 1996 By: /s/D. Scott Hagen ----------------------------------------------- D. Scott Hagen Vice President and Chief Financial Officer 2 EXHIBIT INDEX Sequential Exhibits Description Page No. -------- ----------- -------- 21 Press release dated 4 June 20, 1996 3