Cortex Completes $14.2 Million Registered Direct Offering.

IRVINE, Calif. -- Cortex Pharmaceuticals, Inc. (AMEX: COR) has completed its previously announced registered direct offering of approximately 7.1 million shares of its common stock and warrants to purchase up to approximately 2.8 million shares of its common stock to institutional investors. The transaction resulted in gross proceeds to Cortex of approximately $14.2 million, excluding any future proceeds from the exercise of the warrants issued in the offering.

The securities were offered and sold pursuant to a prospectus, including a prospectus supplement that form a part of Cortex's effective shelf registration statement (no. 333-138844). JMP Securities LLC acted as lead placement agent and Rodman & Renshaw, LLC acted as co-placement agent in connection with the transaction.

Cortex plans to use the net proceeds from this financing to accelerate development of its AMPAKINE[R] technology, licensing activities, working capital, capital expenditures and other general corporate purposes.

Cortex Pharmaceuticals, Inc.

Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for neurological and psychiatric 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. Cortex has an alliance with N.V. Organon for the treatment of schizophrenia and depression. In December 2006 Cortex terminated the research collaboration with Servier enabling Cortex to pursue the use of AMPAKINE compounds in the treatment of neurodegenerative diseases on a global basis. Servier retained the right to select up to three compounds developed during the collaboration for further development for the treatment of neurodegenerative diseases. Cortex may receive additional milestones and royalties if either Organon or Servier is successful in developing and commercializing AMPAKINE compounds. For additional information regarding Cortex, please visit Cortex Pharmaceuticals' Website at www.cortexpharm.com.

Forward-Looking Statements

Note -- This press release contains forward-looking statements with respect to 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, 2006, 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.