IRVINE, Calif.--(Business Wire)--
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.
About Cortex
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 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 with respect to
the anticipated consummation of the offering and the anticipated use of proceeds
from the offering, the accuracy of which are necessarily subject to risks and
uncertainties, all of which are difficult or impossible to predict accurately
and many of which are beyond the control of Cortex, all as more fully described
in the risk factors and other matters set forth in Cortex`s Annual Report on
Form 10-K for the year ended December 31, 2007, and Cortex`s other filings with
the Securities and Exchange Commission, including the prospectus and any
accompanying prospectus supplement, relating to this offering. Cortex disclaims
any intent or obligation to update any forward looking-statements.
DOCSOC/1340099v1/017031-0075
Company:
Cortex Pharmaceuticals, Inc.
Mark A. Varney, PhD, 949-727-3157
President and CEO
or
Investor:
The Investor Relations Group
Erika Moran/ Dian Griesel, PhD, 212-825-3210
Copyright Business Wire 2009
