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Share Name | Share Symbol | Market | Type |
---|---|---|---|
RespireRx Pharmaceuticals Inc (PK) | USOTC:RSPI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0001 | -10.00% | 0.0009 | 0.0008 | 0.001 | 0.00095 | 0.0009 | 0.00095 | 5,478,456 | 21:00:00 |
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UNITED STATES SECURITIES
|
OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity | ||
CIK (Filer ID Number) | Previous Name(s) x None | Entity Type |
0000849636
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer | ||
CORTEX PHARMACEUTICALS INC/DE/
|
||
Jurisdiction of Incorporation/Organization | ||
DELAWARE | ||
Year of Incorporation/Organization | |||
x | Over Five Years Ago | ||
o | Within Last Five Years (Specify Year) | ||
o | Yet to Be Formed |
2. Principal Place of Business and Contact Information | ||||
Name of Issuer | ||||
CORTEX PHARMACEUTICALS INC/DE/ |
Street Address 1 | Street Address 2 | ||
126 VALLEY ROAD | SUITE C |
City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
GLEN ROCK | NEW JERSEY | 07452 | (201) 444-4947 |
3. Related Persons |
Last Name | First Name | Middle Name |
Lippa | Arnold | S. |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals, Inc. | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | x | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Executive Chairman and Chief Scientific Officer, Member of the Board of Directors |
Last Name | First Name | Middle Name |
Weingarten | Robert | N. |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals, Inc. | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | x | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Chief Financial Officer and Member of the Board of Directors |
Last Name | First Name | Middle Name |
Margolis | Jeff | E. |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | x | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Vice President, Treasurer, Secretary and Member of the Board of Directors |
Last Name | First Name | Middle Name |
Sapirstein | James | E. |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals, Inc. | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | o | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Member of the Board of Directors |
Last Name | First Name | Middle Name |
MacFarlane | Kathryn |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals, Inc. | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | o | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Member of the Board of Directors |
Last Name | First Name | Middle Name |
Purcell | Richard |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals, Inc. | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | x | Executive Officer | o | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Senior Vice President of Research and Development |
Last Name | First Name | Middle Name |
Manuso | James | S.J. |
Street Address 1 | Street Address 2 |
c/o Cortex Pharmaceuticals, Inc. | 126 Valley Road, Suite C |
City | State/Province/Country | ZIP/Postal Code |
Glen Rock | NEW JERSEY | 07452 |
Relationship: | x | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
President, Chief Executive Officer, Vice Chairman and Member of the Board of Directors |
4. Industry Group |
o | Agriculture | Health Care | o | Retailing | ||||
Banking & Financial Services | x | Biotechnology | o | Restaurants | ||||
o | Commercial Banking | o | Health Insurance | Technology | ||||
o | Insurance | o | Hospitals & Physicians | o | Computers | |||
o | Investing | o | Pharmaceuticals | o | Telecommunications | |||
o | Investment Banking | o | Other Health Care | o | Other Technology | |||
o |
Pooled Investment Fund
|
Travel | ||||||
o | Other Banking & Financial Services | o | Manufacturing | o | Airlines & Airports | |||
Real Estate | o | Lodging & Conventions | ||||||
o | Commercial | o | Tourism & Travel Services | |||||
o | Construction | o | Other Travel | |||||
o | REITS & Finance | o | Other | |||||
o | Residential | |||||||
o | Other Real Estate | |||||||
o | Business Services | |||||||
Energy | ||||||||
o | Coal Mining | |||||||
o | Electric Utilities | |||||||
o | Energy Conservation | |||||||
o | Environmental Services | |||||||
o | Oil & Gas | |||||||
o | Other Energy |
5. Issuer Size |
Revenue Range | Aggregate Net Asset Value Range | ||
o | No Revenues | o | No Aggregate Net Asset Value |
o | $1 - $1,000,000 | o | $1 - $5,000,000 |
o | $1,000,001 - $5,000,000 | o | $5,000,001 - $25,000,000 |
o | $5,000,001 - $25,000,000 | o | $25,000,001 - $50,000,000 |
o | $25,000,001 - $100,000,000 | o | $50,000,001 - $100,000,000 |
o | Over $100,000,000 | o | Over $100,000,000 |
x | Decline to Disclose | o | Decline to Disclose |
o | Not Applicable | o | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
o | Rule 504(b)(1) (not (i), (ii) or (iii)) | o | Rule 505 | |||
o | Rule 504 (b)(1)(i) | x | Rule 506(b) | |||
o | Rule 504 (b)(1)(ii) | o | Rule 506(c) | |||
o | Rule 504 (b)(1)(iii) | o | Securities Act Section 4(a)(5) | |||
o | Investment Company Act Section 3(c) |
7. Type of Filing |
x | New Notice | Date of First Sale | 2015-08-28 | o | First Sale Yet to Occur |
o | Amendment |
8. Duration of Offering |
Does the Issuer intend this offering to last more than one year? | o | Yes | x | No |
9. Type(s) of Securities Offered (select all that apply) |
o | Pooled Investment Fund Interests | x | Equity |
o | Tenant-in-Common Securities | o | Debt |
o | Mineral Property Securities | x | Option, Warrant or Other Right to Acquire Another Security |
x | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | o | Other (describe) |
10. Business Combination Transaction |
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? | o | Yes | x | No |
Clarification of Response (if Necessary) | ||||
11. Minimum Investment |
Minimum investment accepted from any outside investor | $ 0 USD |
12. Sales Compensation |
Recipient | Recipient CRD Number | o | None | ||
Gelband & Co., Inc. | 32599 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Gelband & Co., Inc. | 32599 | ||||
Street Address 1 | Street Address 2 | ||||
750 Third Avenue | 21st Floor |
City | State/Province/Country | ZIP/Postal Code |
New York | NEW YORK | 10017 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
NEW YORK
|
Recipient | Recipient CRD Number | o | None | ||
Aurora Capital LLC | 37924 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Aurora Capital LLC | 37924 | ||||
Street Address 1 | Street Address 2 | ||||
354 Widow Gavits Road | PO Box 1167 |
City | State/Province/Country | ZIP/Postal Code |
Bridgehampton | NEW YORK | 11932-1167 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
ARIZONA
CALIFORNIA COLORADO CONNECTICUT DISTRICT OF COLUMBIA FLORIDA GEORGIA ILLINOIS LOUISIANA MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA NEW HAMPSHIRE NEW JERSEY NEW YORK NORTH CAROLINA OHIO OKLAHOMA OREGON PENNSYLVANIA TEXAS UTAH VERMONT VIRGINIA WASHINGTON |
13. Offering and Sales Amounts |
Total Offering Amount | $ 3000000 USD | o Indefinite |
Total Amount Sold | $ 721180 USD | |
Total Remaining to be Sold | $ 2278820 USD | o Indefinite |
Clarification of Response (if Necessary) |
14. Investors |
o |
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering |
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 8 |
15. Sales Commissions & Finders' Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
Sales Commissions | $ 47118 USD | x | Estimate |
Finders' Fees | $ 0 USD | o | Estimate |
Clarification of Response (if Necessary) |
Commissions paid were $47,118 in cash and 2,240,517 warrants to purchase common stock. |
16. Use of Proceeds |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
$ 40000 USD | x | Estimate |
Clarification of Response (if Necessary) |
Approximately $40,000 plus interest will be used to repay a Promissory Note to one of the Directors |
Signature and Submission |
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. |
Terms of Submission |
In submitting this notice, each Issuer named above is: | ||
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. | |
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. |
Issuer | Signature | Name of Signer | Title | Date |
CORTEX PHARMACEUTICALS INC/DE/ | /s/ James S. J. Manuso | James S.J. Manuso | President, CEO, Vice Chairman and Board Member | 2015-09-11 |
1 Year RespireRx Pharmaceuticals (PK) Chart |
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