Amended Current Report Filing (8-k/a)
June 16 2014 - 4:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 10, 2012
CORTEX
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S
Employer
Identification No.)
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126
Valley Road, Suite C
Glen
Rock, New Jersey
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07452
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 444-4947
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.01 Completion of Acquisition or Disposition of Assets.
Pursuant
to an Agreement and Plan of Merger dated August 10, 2012 (the “
Merger Agreement
”) by and among Cortex Pharmaceuticals,
Inc., a Delaware corporation (the “
Company
”), Pier Acquisition Corp., a Delaware corporation (“
Merger
Sub
”) and wholly-owned subsidiary of the Company, and Pier Pharmaceuticals, Inc., a Delaware corporation (“
Pier
”),
Merger Sub merged with and into Pier (the “
Merger
”) and Pier became a wholly-owned subsidiary of the Company.
The Merger closed and became effective on August 10, 2012. Pursuant to the Merger and in exchange for each outstanding share of
Pier capital stock and the cancellation of certain liabilities, the former security holders and certain vendors of Pier obtained
the right to receive an aggregate of 58,417,895 shares of the Company’s common stock (the “
Common Shares
”)
as set forth in the Merger Agreement, which represented approximately 41% of the outstanding shares of the Company immediately
following the Merger. Pursuant to the Merger, the Company acquired all of Pier’s assets, including Pier’s exclusive
license of its dronabinol technology from the University of Illinois, as well as issued method-of-use patents and pending formulation
patents, and assumed certain liabilities of Pier.
On
August 16, 2012 the Company filed a Current Report on Form 8-K reporting the acquisition of Pier. At that time, the Company did
not file financial statements or pro forma financial information regarding Pier as required under Item 9.01. This Amendment No.
1 to the previously filed Current Report on Form 8-K contains the required financial statements and pro forma financial information.
The
description of the acquisition of Pier contained in this Item 2.01 is qualified in its entirety by reference to the full text
of the Merger Agreement, which was filed as Exhibit 2.01 to the previously filed Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(a)
Audited
financial statements of Pier (formerly SteadySleep Rx Co.) for the years ended December 31, 2011 and 2010, and for the period
from June 25, 2007 (inception) to December 31, 2011 (cumulative), and the notes related thereto, are attached as Exhibit 99.2
to this Current Report on Form 8-K/A and incorporated herein by reference.
Unaudited
financial statements of Pier (formerly SteadySleep Rx Co.) for the six months ended June 30, 2012 and 2011, and for the
period from June 25, 2007 (inception) to June 30, 2012 (cumulative), and the notes related thereto, are attached as Exhibit
99.3 to this Current Report on Form 8-K/A and incorporated herein by reference.
(b)
Unaudited
pro forma condensed consolidated balance sheet as of June 30, 2012, is attached as Exhibit 99.4 to this Current Report on Form
8-K/A and incorporated herein by reference.
Unaudited
pro forma condensed consolidated statements of operations for the year ended December 31, 2011 and for the six months ended June
30, 2012, are attached as Exhibit 99.5 to this Current Report on Form 8-K/A and incorporated herein by reference.
(d)
Exhibits.
A
list of exhibits required to be filed as part of this report is set forth in the Exhibit Index, which is presented elsewhere in
this document, and is incorporated herein by reference.
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 hereunto duly authorized.
Date: June 16, 2014
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CORTEX
PHARMACEUTICALS, INC.
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By:
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/s/
Arnold S. Lippa
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Arnold
S. Lippa
President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Exhibit
Description
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2.1*
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Agreement and
Plan of Merger, dated as of August 10, 2012, by and among Cortex Pharmaceuticals, Inc., Pier Acquisition Corp. and Pier Pharmaceuticals,
Inc.**
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99.1*
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Press Release
dated August 14, 2012.
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99.2
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Audited financial
statements of Pier (formerly SteadySleep Rx Co.) for the years ended December 31, 2011 and 2010, and for the period from June
25, 2007 (inception) to December 31, 2011 (cumulative), and the notes related thereto.
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99.3
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Unaudited financial
statements of Pier (formerly SteadySleep Rx Co.) for the years ended June 30, 2012 and 2011, and for the period from June
25, 2007 (inception) to June 30, 2012 (cumulative), and the notes related thereto.
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99.4
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Unaudited pro
forma condensed consolidated balance sheet as of June 30, 2012.
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99.5
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Unaudited pro
forma condensed consolidated statements of operations for the year ended December 31, 2011 and for the six months ended June
30, 2012.
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*
Previously filed
**
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Cortex Pharmaceuticals, Inc. agrees to furnish
supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
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