Cortex Completes $5.6 Million Direct Equity Placement.

IRVINE, Calif. -- Cortex Pharmaceuticals, Inc. (AMEX: COR) has completed its previously announced registered direct offering of approximately 5.0 million shares of its common stock and warrants to purchase up to approximately 3.3 million shares of its common stock to institutional investors. The transaction resulted in gross proceeds to Cortex of approximately $5.6 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). Roth Capital Partners, LLC acted as the exclusive placement agent on 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 will host a conference call on Wednesday, January 24, 2007 at 10:30 AM PST (1:30 PM EST) to discuss the financing with all shareholders, as well as to outline the Company's objectives for 2007. Participating in the call will be Roger Stoll, Chief Executive Officer of Cortex. The conference call will be webcast and interested parties can participate by either dialing 877-407-0782 or by signing on to the following webcast connection at http://www.vcall.com/IC/CEPage.asp?ID=113295. International participants may access the call by dialing 201-689-8567. A replay will be available for one week following the call by dialing 877-660-6853, or 201-612-7415 for international participants, and entering account number 286 and conference ID number 228994.

Cortex Pharmaceuticals, Inc.

Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for neurological and psychiatric disorders. The Company 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 alliances with N.V. Organon for the treatment of schizophrenia and depression and with Les Laboratoires Servier for the development of AMPAKINE compounds to treat the neurodegenerative effects associated with aging and disease, including Mild Cognitive Impairment, Alzheimer's disease and anxiety disorders. 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, 2005, and Cortex's other filings with the Securities and Exchange Commission, including the prospectus and the accompanying prospectus supplement, relating to this offering. Cortex disclaims any intent or obligation to update any forward-looking statements.