Current Report Filing (8-k)
July 31 2015 - 4:31PM
Edgar (US Regulatory)
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): July 31, 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
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On
July 31, 2015, the Board of Directors of Cortex Pharmaceuticals, Inc. (the “Company”) determined that the Company’s
condensed consolidated financial statements for the three months ended March 31, 2015 and 2014 (the “Financial Statements”)
included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (the “Quarterly
Report”), as filed with the U.S. Securities and Exchange Commission on May 14, 2015, may no longer be relied upon. The Board
of Directors made this determination based on the Company having inadvertently omitted to record charges from a third-party vendor
for services rendered during the three months ended March 31, 2015, in part as a result of the delayed receipt of information
and invoicing from the vendor.
The
Company has determined that an additional obligation and expense in the amount of $129,821 will need to be recorded for services
rendered during the three months ended March 31, 2015. The Company expects that the correction of this matter will require an
amendment to the Quarterly Report. The Company expects to restate the Financial Statements, and to complete and file such restated
Financial Statements, under an amendment to its Quarterly Report, by August 7, 2015.
The
Company’s principal financial and accounting officer has discussed the matters disclosed in this Current Report on Form
8-K with the Company’s independent registered public accounting firm, Haskell & White LLP, who have indicated that they
concur with the Company’s analysis, conclusion and proposed corrective actions.
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 Company’s inability to promptly restate the affected financial
statements and the risks referenced in the Company’s current Annual Report on Form 10-K or as may be described from time
to time in the Company’s subsequent SEC filings; 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:
July 31, 2015 |
CORTEX
PHARMACEUTICALS, INC.
|
|
(Registrant) |
|
|
|
|
By: |
/s/
Arnold S. Lippa |
|
|
Arnold
S. Lippa
President
and Chief Executive Officer |
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