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): September 28, 2015
CORTEX
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-16467 |
|
33-0303583 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S
Employer
Identification No.) |
126
Valley Road, Suite C
Glen
Rock, New Jersey |
|
07452 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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
1.01 Entry into a Material Definitive Agreement.
On
September 28, 2015, Cortex Pharmaceuticals, Inc. (the “Company”) entered into a Second Amended and Restated Common
Stock and Warrant Purchase Agreement (the “Purchase Agreement”) with various accredited investors (each, a “Purchaser”
and, together with purchasers in the initial closing under the Private Placement, the “Purchasers”), pursuant to which
the Company sold units for aggregate cash consideration of $218,530, with each unit consisting of (i) one share of the Company’s
Common Stock, par value $0.001 (“Common Stock”), and (ii) one Warrant to purchase two additional shares of Common
Stock (each a “Warrant” and collectively, the “Warrants”). This closing was the second closing of a private
placement of up to $3,000,000 (the “Private Placement”), bringing the aggregate amount raised under the Private Placement
as of September 28, 2015 to $939,710.
The
initial closing of the Private Placement for $721,180 occurred on August 28, 2015. The Company filed a Current Report on Form
8-K in connection with that initial closing on August 31, 2015.
The
shares of common stock issued, and the shares of Common Stock issuable pursuant to Warrants, issued in the Private Placement through
September 28, 2015 are shown in the table below.
Closing Date | |
Number of
Shares Issued | | |
Number of Shares
Issuable Upon
Exercise of Warrants | |
August 28, 2015 | |
| 34,292,917 | | |
| 68,585,834 | |
September 28, 2015 | |
| 10,391,349 | | |
| 20,782,698 | |
Total | |
| 44,684,266 | | |
| 89,368,532 | |
The
price per unit in each closing of the Private Placement was $0.02103 (the “Per Unit Price”). The Warrants are exercisable
until 5:00 p.m. on September 30, 2020 and may be exercised at a price of $0.02103 for each share of Common Stock to be acquired
upon exercise. The Purchasers consisted of non-affiliated investors, other than James S. J. Manuso, the President and Chief Executive
Officer of the Company, who invested $250,000 in the initial closing of the Private Placement. The Warrants do not contain any
cashless exercise provision.
In
the case of an Acquisition (as defined in the Purchase Agreement), in which the Company is not the surviving entity, the holder
of the Warrant would receive from any surviving entity or successor to the Company, in exchange for the Warrant, a new warrant
from the surviving entity or successor to the Company, substantially in the form of the existing Warrant and with an exercise
price adjusted to reflect the nearest equivalent exercise price of common stock (or other applicable equity interest) of the surviving
entity that would reflect the economic value of the Warrant, but in the surviving entity.
No
registration rights were granted to any Purchaser in the Private Placement with respect to (i) the shares of Common Stock issued
as part of the units, (ii) the Warrants, or (iii) the shares of Common Stock issuable upon exercise of the Warrants.
Placement
agent fees, brokerage commissions, finder’s fees or similar payments were made in the form of cash and warrants to qualified
referral sources in connection with certain sales of the shares of Common Stock and Warrants, while other sales, including the
sale to James S. J. Manuso, did not result in any fees or commissions. Accordingly, the amount of such fees, on a percentage basis,
varies in each closing. The fees paid to such referral sources for the initial closing in cash totaled $47,118, or 6.5% of the
aggregate amount paid for the units sold. The fees paid in warrants for the initial closing to such referral sources (the warrants
paid to qualified referral sources are referred to herein as the “Placement Agent Warrants”) consist of warrants for
2,240,517 shares of Common Stock, or that number of shares equal to 6.5% of the number of shares of Common Stock issued as part
of the units, but not the shares underlying the Warrants. In connection with the second closing, fees paid to referral sources
in cash totaled $18,603, or 8.5% of the aggregate amount paid for the units sold, and 884,594 Placement Agent Warrants were issued,
or warrants for that number of shares equal to 8.5% of the number of shares of Common Stock issued as part of the units, but not
the shares underlying the Warrants. Placement Agent Warrants are exercisable until September 30, 2020 at the Per Unit Price. The
Placement Agent Warrants have a cashless exercise provision. One of the placement agents that received Placement Agent Warrants
is Aurora Capital LLC (“Aurora”). Both Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company,
have indirect ownership interests in Aurora through interests held in its members, and Jeff E. Margolis is also an officer of
Aurora. As a result, both Arnold S. Lippa and Jeff E. Margolis, or entities in which they have interests, will receive a portion
of the Placement Agent Warrants awarded in the Private Placement.
The
shares of Common Stock and Warrants 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. None of the shares of Common Stock issued as part of the units, the Warrants, the
Common Stock issuable upon exercise of the Warrants, the Placement Agent Warrants or the shares of Common Stock issuable upon
exercise of the Placement Agent Warrants have 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.
This
description of the Purchase Agreement and the form of Warrant does not purport to be complete and is qualified in its entirety
by reference to the form of Purchase Agreement (including the Form of Warrant attached as Exhibit A thereto), which is included
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The Purchasers
of shares of Common Stock and Warrants sold in the Private Placement made representations to the Company that they met the accredited
investor definition of Rule 501 of the Securities Act, and the Company relied on such representations. The offer and sale of the
shares of Common Stock and Warrants in the Private Placement were made in reliance on the exemption from registration afforded
by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. The offering of the
shares of Common Stock and Warrants in the Private Placement were not conducted in connection with a public offering, and no public
solicitation or advertisement was made or relied upon by any investor in connection with the offering. This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or
sold in the United States absent registration or an applicable exemption from the registration requirements.
Item
9.01 Financial Statements and Exhibits
(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.
Cautionary
Statement
Statements
in this report that are “forward-looking statements” within the meaning of the federal securities laws, including
the Company’s expectations and beliefs about its recording of revenue and the effects of any misreporting on its financial
statements, are based on currently available information. Terminology such as “believe,” “expect,” “intend,”
“estimate,” “project,” “anticipate,” “will” or similar statements or variations
of such terms are intended to identify forward-looking statements, although not all forward-looking statements contain such terms.
These forward-looking are subject to a number of risks, uncertainties and other factors that could cause the Company’s actual
results, performance, prospects or opportunities in 2015 and beyond to differ materially from those expressed in, or implied by,
these forward-looking statements. These risks include the risks referenced in the Company’s most recently filed Annual Report
on Form 10-K or as may be described from time to time in the Company’s subsequent filings with the Securities and Exchange
Commission, and such factors are incorporated by reference herein.
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: October
2, 2015 |
CORTEX
PHARMACEUTICALS, INC. |
|
(Registrant) |
|
|
|
|
By: |
/s/
James S. J. Manuso |
|
|
James S. J. Manuso
President and Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
Number |
|
Exhibit
Description |
|
|
|
10.1 |
|
Form
of Purchase Agreement (including the Form of Warrant), incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed August 31, 2015. |
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