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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1996
REGISTRATION NO. 33-71894
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORTEX PHARMACEUTICALS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 2834 33-0303583
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Code Number) Identification Number)
or organization)
15241 Barranca Parkway, Irvine, California 92618
(714) 727-3157
(Address and telephone number of principal executive offices)
15241 Barranca Parkway, Irvine, California 92618
(714) 727-3157
(Address of principal place of business)
Vincent F. Simmon, Ph.D., President and Chief Executive Officer
15241 Barranca Parkway, Irvine, California 92618
(714) 727-3157
(Name, address and telephone number of agent for service)
Copies to:
NICK E. YOCCA, Esq.
LAWRENCE B. COHN, Esq.
Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(714) 725-4000
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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DEREGISTRATION OF SECURITIES
Pursuant to Item 512(a)(3) of Regulation S-B, the Registrant is filing
this Post-Effective Amendment No. 3 to Registration Statement to remove from
registration all securities registered pursuant to the Registration Statement
that remain unsold as of the date of filing this Post-Effective Amendment No. 3
to Registration Statement.
Accordingly:
(1) the offering is hereby terminated; and
(2) the Registrant hereby removes from registration 1,365,000 shares of
Common Stock, representing all securities which remain unsold under this
Registration Statement.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and has duly caused this
Post-Effective Amendment No. 3 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irvine,
State of California, on the 2nd day of December 1996.
CORTEX PHARMACEUTICALS, INC.
By: /s/ VINCENT F. SIMMON, Ph.D
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Vincent F. Simmon, Ph.D.
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ VINCENT F. SIMMON President, Chief Executive December 2, 1996
- --------------------------- Officer, Director
Vincent F. Simmon, Ph.D.
/s/ D. SCOTT HAGEN Vice President, Chief December 2, 1996
- --------------------------- Financial Officer and
D. Scott Hagen Secretary (Principal
Financial and Accounting
Officer)
/s/ HARVEY S. SADOW Chairman of the Board and December 2, 1996
- --------------------------- Director
Harvey S. Sadow, Ph.D.
(signatures continued next page)
S-1
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/s/ ROBERT F. ALLNUTT Director December 2, 1996
- --------------------------
Robert F. Allnutt
/s/ JEROME M. ARNOLD Director December 2, 1996
- --------------------------
Jerome M. Arnold
/s/ CARL W. COTMAN Director December 2, 1996
- --------------------------
Carl W. Cotman, Ph.D.
/s/ MICHAEL G. GREY Director December 2, 1996
- --------------------------
Michael G. Grey
Director December 2, 1996
- --------------------------
Davis L. Temple, Jr., Ph.D.
S-2
