Cortex Files Shelf Registration Statement.IRVINE, Calif. -- Cortex Pharmaceuticals, Inc. (AMEX AMEX See: American Stock Exchange : COR) announced that it has filed with the Securities and Exchange Commission a universal shelf registration statement on Form S-3 which, when declared effective, will permit Cortex, from time to time, to offer and sell up to $35 million in aggregate amount of its securities, which may consist of common stock, preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , warrants or any combination of the foregoing. The shelf registration statement also includes up to 104,000 shares of Cortex common stock to be offered by certain selling stockholders upon exercise of warrants. The shelf registration statement, once effective, is intended to provide Cortex flexibility to facilitate the periodic sale of its securities, subject to market conditions and Cortex's future financing needs. Cortex plans to use the proceeds from the sales of its securities under this registration statement to accelerate development of its AMPAKINE[R] technology, for working capital and for other general corporate purposes, which may include financing potential acquisitions of technologies that complement its current business. Cortex will not receive any proceeds from sales of common stock by the selling stockholders. A registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of these securities will be solely by means of the prospectus included in the registration statement and any prospectus supplement that may be issued with respect to such offering. Cortex Pharmaceuticals, Inc. Cortex, located in Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). , is a neuroscience neu·ro·sci·ence n. Any of the sciences, such as neuroanatomy and neurobiology, that deal with the nervous system. neuroscience the embryology, anatomy, physiology, biochemistry and pharmacology of the nervous system. 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 Alzheimer's disease (ăls`hī'mərz, ôls–), degenerative disease of nerve cells in the cerebral cortex that leads to atrophy of the brain and senile dementia. . Many psychiatric diseases, including schizophrenia, occur as a result of imbalances in the brain's neurotransmitter neurotransmitter, chemical that transmits information across the junction (synapse) that separates one nerve cell (neuron) from another nerve cell or a muscle. Neurotransmitters are stored in the nerve cell's bulbous end (axon). system. These imbalances may be improved by using the AMPAKINE technology. Cortex has alliances with N.V. Organon or·ga·non or or·ga·num n. pl. or·ga·nons or or·ga·nums or or·ga·na 1. An organ. 2. A set of principles for use in scientific investigation. organon pl. organa [Gr.] organ. for the treatment of schizophrenia The concept of a cure as such in the treatment of schizophrenia remains controversial, as there is no consensus on the definition of "treatment" in the case of schizophrenia, although some criteria for the remission of symptoms have recently been suggested. 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 mild cognitive impairment (MCI), n memory loss generally associated with aging; does not affect normal independent functioning of an individual. , Alzheimer's disease and anxiety disorders Anxiety disorders A group of distinct psychiatric disorders characterized by marked emotional distress and social impairment, including generalized anxiety disorder, panic disorder, obsessive-compulsive disorder, and posttraumatic stress disorder. . For additional information regarding Cortex, please visit the company's website at www.cortexpharm.com Forward-Looking Statements Note Co This press release contains forward-looking statements concerning the Company's financing activities. The success of such activities depends on a number of factors, including, without limitation, the risk that the Company may be unable to complete the sale of any securities under the shelf registration statement in a timely manner, or at all. As discussed in the Company's Securities and Exchange Commission filings, the Company's proposed products will require additional research, lengthy and costly preclinical and clinical testing and regulatory approval. AMPAKINE compounds are investigational drugs and have not been approved for the treatment of any disease. Cortex disclaims any intent or obligation to update any forward-looking statements. |
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