<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[*] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1998
--------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM ____________________ TO
____________________
Commission file number 0-17951
Cortex Pharmaceuticals, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 33-0303583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15241 Barranca Parkway, Irvine, California, 92618
(Address of principal executive offices, including zip code)
(949) 727-3157
(Issuer's telephone number)
NOT APPLICABLE
----------------------------------
(Former name, former address and former fiscal year,
if changed since last year)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days.
YES [*] NO [_]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
10,021,041 shares of Common Stock as of May 11, 1998
Page 1 of 13
<PAGE>
CORTEX PHARMACEUTICALS, INC.
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -- March 31, 1998 and June 30, 1997......................... 3
Statements of Operations -- Three months ended
March 31, 1998 and 1997; nine months ended March 31,
1998 and 1997; and period from inception (February 10, 1987)
through March 31, 1998..................................................... 4
Statements of Cash Flows -- Nine months ended
March 31, 1998 and 1997; and period from inception
(February 10, 1987) through March 31, 1998................................. 5
Notes to Financial Statements.............................................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations;
Plan of Operation.......................................................... 8
PART II. OTHER INFORMATION
Item 3. Defaults upon Senior Securities................................................ 11
Item 6. Exhibits and Reports on Form 8-K............................................... 12
SIGNATURES................................................................................ 13
</TABLE>
Page 2 of 13
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Cortex Pharmaceuticals, Inc.
(A development stage enterprise)
Balance Sheets
<TABLE>
<CAPTION>
(Unaudited) (Note)
March 31, 1998 June 30, 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,490,829 $ 7,568,803
U.S. government securities -- available for sale 746,775 --
Other current assets 88,901 71,530
------------ ------------
Total current assets 3,326,505 7,640,333
Furniture, equipment and leasehold improvements, net 701,458 669,844
Other 23,130 23,130
------------ ------------
$ 4,051,093 $ 8,333,307
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 423,766 $ 501,603
Accrued dividends 25,200 74,250
Accrued wages, salaries and related expenses 62,608 58,683
Current obligations under capital leases -- 1,499
------------ ------------
Total current liabilities 511,574 636,035
Note payable to Alkermes, Inc. 935,508 1,092,265
Redeemable preferred stock:
Series A convertible preferred stock, $0.001
par value; $10,000 per share liquidation
preference; shares authorized: 400; shares
issued and outstanding: 365 (March 31, 1998)
and 400 (June 30, 1997) 3,592,257 3,936,720
Stockholders' equity:
9% cumulative convertible preferred stock, $0.001
par value; $1.00 per share liquidation preference;
shares authorized: 1,250,000; shares issued and
outstanding: 35,000 (March 31, 1998) and
110,000 (June 30, 1997) 35,000 110,000
Series B convertible preferred stock, $0.001 par value;
$0.6667 per share liquidation preference; shares
authorized: 3,200,000; shares issued and
outstanding: 150,000 86,810 86,810
Common stock, $0.001 par value; shares authorized:
20,000,000; shares issued and outstanding:
9,573,067 (March 31, 1998) and 9,394,249
(June 30, 1997) 9,573 9,394
Additional paid-in capital 35,146,634 34,643,526
Unrealized gain on available for
sale U.S. government securities 915 --
Deficit accumulated during the development stage (36,267,178) (32,181,443)
------------ ------------
Total stockholders' equity (988,246) 2,668,287
------------ ------------
$ 4,051,093 $ 8,333,307
============ ============
</TABLE>
See accompanying notes.
Note: The balance sheet as of June 30, 1997 has been derived from the audited
financial statements at that date.
Page 3 of 13
<PAGE>
Cortex Pharmaceuticals, Inc.
(A development stage enterprise)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Period from
inception
Three months ended Nine months ended (February 10,
March 31, March 31, 1987) through
-------------------------- -------------------------- March 31,
1998 1997 1998 1997 1998
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Research and license revenue $ 80,000 $ -- $ 130,000 $ -- $ 3,730,000
Grant revenue -- -- -- -- 94,717
----------- ----------- ----------- ----------- ------------
Total revenues 80,000 -- 130,000 -- 3,824,717
Operating expenses:
Research and development 1,182,507 827,111 3,155,076 2,489,584 25,500,472
General and administrative 395,431 366,635 1,240,567 1,270,740 13,000,446
Settlement with Alkermes, Inc. -- -- -- -- 1,227,977
----------- ----------- ----------- ----------- ------------
Total operating expenses 1,577,938 1,193,746 4,395,643 3,760,324 39,728,895
----------- ----------- ----------- ----------- ------------
Loss from operations (1,497,938) (1,193,746) (4,265,643) (3,760,324) (35,904,178)
Interest income, net 39,784 42,126 179,908 106,204 1,668,839
----------- ----------- ----------- ----------- ------------
Net loss before preferred
stock accretion and
dividends $(1,458,154) $(1,151,620) $(4,085,735) $(3,654,120) $(34,235,339)
----------- ----------- ----------- ----------- ------------
Preferred stock accretion
and dividends:
Accretion of and dividends
on 9% Cumulative Convertible
Preferred Stock -- -- 1,575 4,950 606,349
Imputed dividends for Series D
Convertible Preferred Stock -- 658,535 -- 879,672 879,672
Imputed dividends for Series A
Convertible Preferred Stock -- -- -- -- 1,012,493
----------- ----------- ----------- ----------- ------------
Net loss applicable to common
Stock $(1,458,154) $(1,810,155) $(4,087,310) $(4,538,742) $(36,733,853)
=========== =========== =========== =========== ============
Weighted average common
shares outstanding 9,573,067 8,402,320 9,495,196 7,899,585
=========== =========== =========== ===========
Net loss per share $ (0.15) $ (0.22) $ (0.43) $ (0.57)
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
Page 4 of 13
<PAGE>
Cortex Pharmaceuticals, Inc.
(A development stage enterprise)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from
inception
(February 10,
Nine months ended 1987)
March 31, through
-------------------------- March 31,
1998 1997 1998
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(4,085,735) $(3,654,120) $(34,235,339)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 148,353 150,090 1,455,434
Settlement with Alkermes, Inc. -- -- 1,227,977
Changes in operating assets/liabilities:
Accounts payable and accrued expenses (73,912) 87,927 486,374
Accrued interest on U.S. government securities (4,921) (11,822) (167,450)
Other current assets (17,371) 15,897 (88,901)
Interest receivable from former officer -- -- (19,274)
Realized loss on sale of U.S. government securities -- -- 54,317
Stock option compensation expense -- -- 555,809
Stock issued for services -- -- 28,750
Reduction in note receivable from former
officer -- compensation expense -- -- 22,600
Changes in other assets and other long term liabilities 76,721 40,694 176,975
----------- ----------- ------------
Net cash used in operating activities (3,956,865) (3,371,334) (30,502,728)
----------- ----------- ------------
Cash flows from investing activities:
U.S. government securities -- available for sale:
Purchases (2,239,643) (937,327) (39,323,386)
Proceeds from sales 1,500,000 950,000 38,690,820
Purchase of fixed assets (179,967) (23,065) (2,128,368)
Sale of fixed assets -- -- 10,988
Decrease (increase) in:
Other assets -- 3,212 (39,870)
Note receivable from former officer -- -- (100,000)
---------- --------- -----------
Net cash used in investing activities (919,610) (7,180) (2,889,816)
---------- --------- ----------
Cash flows from financing activities:
Proceeds from issuance of 9% preferred stock -- -- 1,076,588
Redemption of 9% preferred stock -- -- (63,750)
Payment of 9% preferred stock dividends -- -- (110,250)
Proceeds from issuance of Series B
convertible preferred stock -- -- 1,841,108
Proceeds from issuance of Series C
convertible preferred stock -- -- 3,576,543
Proceeds from issuance of Series D
convertible preferred stock -- 3,719,636 3,719,636
Proceeds from issuance of Series A
convertible preferred stock -- -- 3,936,720
Proceeds from issuance of common stock 243,929 21,922,418
Proceeds from subordinated convertible note -- -- 208,333
Principal payments on note payable to Alkermes, Inc. (200,000) -- (200,000)
Principal payments on capitalized leases (1,499) (6,298) (23,973)
---------- --------- ----------
Net cash provided by (used in) financing activities (201,499) 3,957,267 35,883,373
---------- --------- ----------
Increase (decrease) in cash and cash equivalents (5,077,974) 578,753 2,490,829
Cash and cash equivalents, beginning of period 7,568,803 4,091,550 --
---------- --------- ----------
Cash and cash equivalents, end of period $2,490,829 $4,670,303 $ 2,490,829
========== ========== ===========
</TABLE>
See accompanying notes. (Continued ...)
Page 5 of 13
<PAGE>
Cortex Pharmaceuticals, Inc.
(A development stage enterprise)
Statements of Cash Flows
(Unaudited, Continued)
<TABLE>
<CAPTION>
Period from
inception
Nine months ended (February 10,
March 31, 1987) through
---------------------- March 31,
1998 1997 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Supplemental schedule of non-cash investing
and financing activities:
Accretion of 9% preferred stock $ -- $ -- $ 139,674
Conversion of 9% preferred stock to common stock 125,625 -- 1,437,311
Conversion of Series B preferred stock
to common stock -- -- 1,754,273
Conversion of Series C preferred stock
to common stock -- 752,476 3,439,890
Conversion of Series D preferred stock
to common stock -- 3,252,414 3,719,636
Conversion of Series A preferred stock
to common stock 344,462 -- 344,462
Capital lease obligation incurred to lease equipment -- -- 23,973
</TABLE>
See accompanying notes.
Page 6 of 13
<PAGE>
Cortex Pharmaceuticals, Inc.
(A development stage enterprise)
Notes to Financial Statements
Period from Inception (February 10, 1987) through March 31, 1998
(Unaudited)
Note 1 -- Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB and Item 310(b) of Regulation S-
B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month and nine-month periods
ended March 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending June 30, 1998. For further information, refer to
the financial statements and notes thereto included in the Company's 1997 Annual
Report on Form 10-KSB. Certain previously reported amounts have been
reclassified to conform with the June 30, 1997 and March 31, 1998 presentation.
Note 2 -- New Accounting Standards
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All net loss per share amounts for
all periods have been presented, and where necessary restated, to conform to the
Statement 128 requirements.
Note 3 -- Net Loss per Share
From inception (February 10, 1987) through March 31, 1998, the Company has
generated only modest operating revenues and has incurred losses aggregating
$34,235,339. As of March 31, 1998, the Company had working capital of
$2,814,931, which will enable the Company to maintain its planned operations
into the fourth quarter of calendar 1998. Additional capital will be required to
continue operations beyond that time. Over the longer term, successful
completion of the Company's development program and its transition, ultimately,
to attaining profitable operations is dependent upon obtaining additional
financing adequate to fulfill its research and development activities, and
achieving a level of revenues adequate to support the Company's cost structure.
Note 4 -- Note Payable to Alkermes, Inc.
In connection with the settlement of a license dispute, in October 1995 the
Company issued to Alkermes, Inc. a $1,000,000 three-year promissory note
accruing interest semi-annually at the federal funds rate. During the quarter
ended March 31, 1998, the terms of the note were restructured. The new terms
included a principal payment of $200,000 upon signing of the restructuring
agreement, with the balance of the note and accrued interest due October 5, 1999
or upon consummation of a corporate partnership between Cortex and a larger
pharmaceutical company, whichever is earlier. In connection with the
restructuring, the Company issued to Alkermes a five-year warrant to purchase
75,000 shares of common stock at an exercise price of $1.547 per share,
representing the average of the high and low sale prices of Cortex common stock
as of the date of the restructuring.
Page 7 of 13
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations; Plan of Operation
The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this report and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" presented in the Company's 1997 Annual Report on Form 10-KSB.
Introductory Note
This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby. These
forward-looking statements relate to (i) future research plans, expenditures and
results, (ii) potential collaborative arrangements, (iii) the potential utility
of the Company's proposed products and (iv) the need for, and availability of,
additional financing.
The forward-looking statements included herein are based on current
expectations, which involve a number of risks and uncertainties and assumptions
regarding the Company's business and technology. These assumptions involve
judgments with respect to, among other things, future scientific, economic and
competitive conditions, and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are beyond the
control of the Company. Although the Company believes that the assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance that the
results contemplated in forward-looking statements will be realized and actual
results may differ materially. In light of the significant uncertainties
inherent in the forward-looking information included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved.
Results of Operations
From inception (February 10, 1987) through March 31, 1998, the Company's revenue
has consisted of (i) $3,730,000 of license fees and research and development
funding, (ii) net interest income aggregating $1,668,839, and (iii) $94,717 of
grant revenue.
From inception (February 10, 1987) through March 31, 1998, the Company has
sustained losses aggregating $34,235,339. Continuing losses are anticipated over
the next several years, as the Company's ongoing operating expenses for
preclinical research and early clinical development will only be offset, if at
all, by license fees, milestone payments, research support payments and/or other
revenues under planned strategic alliances that the Company is seeking with
larger pharmaceutical companies for the later stages of clinical development,
manufacturing and marketing of its products. The nature and timing of payments
to Cortex under these planned strategic alliances, if and when entered into, is
likely to significantly affect the Company's operations and financing activities
and to produce substantial period-to-period fluctuations in reported financial
results. Over the longer term, the Company will require successful commercial
development of its products by its prospective partners to attain profitable
operations from royalties or other product-based revenues.
Page 8 of 13
<PAGE>
The net loss for the three-month period ended March 31, 1998 of $1,458,154
compares with a net loss of $1,151,620 for the corresponding prior year period.
The net loss for the nine-month period ended March 31, 1998 was $4,085,735,
compared to a net loss of $3,654,120 for the corresponding prior year period.
Higher levels of research and development spending were responsible for the
increases in the current year periods.
Research and development expenses increased from $827,111 to $1,182,507, or by
43%, during the three-month period ended March 31, 1998 compared to the
corresponding prior year period. Most of this increase represents an increase in
technology access payments, sponsored research and costs related to Phase I/IIa
human clinical testing. During the nine-month period ended March 31, 1998,
research and development expenses increased from $2,489,584 to $3,155,076, or by
27%, compared to the corresponding prior year period. Technology access payments
and clinical expenses produced most of this increase, along with salary expenses
resulting from additional scientific employees.
General and administrative expenses increased from $366,635 to $395,431, or by
8%, during the three-month period ended March 31, 1998 compared to the
corresponding prior year period. Most of the increase represents the estimated
value of a warrant issued to Alkermes, Inc. as part of a note payable
restructuring. For the nine-month period ended March 31, 1998, general and
administrative expenses of $1,240,567 were essentially unchanged from expenses
of $1,270,740 for the corresponding prior year period.
The Company believes that inflation and changing prices have not had a material
impact on its ongoing operations to date.
Liquidity and Capital Resources; Plan of Operation
Cortex has funded its organizational and research and development activities
primarily from the issuance of equity securities, with net proceeds from
inception (February 10, 1987) through March 31, 1998 aggregating $36 million. An
additional $3.6 million in research and license payments was received from
Alkermes, Inc. in 1992 and 1993 in connection with a development and license
agreement with that firm. Net interest income from inception through March 31,
1998 was $1.7 million.
As of March 31, 1998, Cortex had outstanding 35,000 shares of 9% cumulative
convertible preferred stock, which accrue cumulative dividends semi-annually at
an annual rate of $0.09 per share. To conserve capital for operations, the
Company has not distributed the dividends that have accrued from June 15, 1990.
Accrued and unpaid dividends as of March 31, 1998 were $25,200.
The Company leases approximately 30,000 square feet of research laboratory,
office and expansion space under an operating lease that expires May 31, 1999,
with an additional five-year option at 95% of the then fair market rental rate.
The commitments under the lease agreement for the years ending June 30, 1998 and
1999 are $243,000 and $229,000, respectively.
In connection with the settlement of a license dispute, in 1995 the Company
issued to Alkermes, Inc. a $1,000,000 three-year promissory note accruing
interest semi-annually at the then federal funds rate. The Company also agreed
to pay Alkermes a graduated royalty on calpain inhibitor development proceeds,
as defined and subject to certain limitations. During the quarter ended March
31, 1998, the terms of the note were restructured to include a principal payment
of $200,000
Page 9 of 13
<PAGE>
upon signing of the new agreement. The balance of the note and accrued interest
are payable in October 1999 or upon the consummation of a corporate partnership
between Cortex and a larger pharmaceutical company, whichever is earlier.
Some of the Company's computer programs were written using two digits rather
than four to define the applicable year. As a result, those computer programs
recognize a date using "00" as the year 1900 rather than the year 2000. This may
result in a system failure or otherwise disrupt operations, including a
temporary inability to process transactions or engage in normal business
activities. The Company will have to update some of its software so that its
computer systems will function properly with respect to dates in the year 2000
and thereafter. The associated cost is not anticipated to be material.
Nasdaq has recently implemented changes to the listing standards for the Nasdaq
Small Cap Market, on which the Company's common stock has traded since 1989. The
instituted changes include a net tangible asset, market capitalization or net
income test in place of the prior total asset and total equity tests. If the
Company does not meet the new requirements on a continuous basis, its common
stock may no longer be eligible for listing on the Nasdaq Small Cap Market. In
such event, the liquidity of the Company's common stock may be impaired and its
trading price reduced. In addition, in such event, the holders of the Company's
Series A Preferred Stock may require the Company to redeem their shares for
cash.
As of March 31, 1998, the Company had cash, cash equivalents and short-term
investments totaling $3.2 million and working capital of $2.8 million. As of
June 30, 1997, the Company had cash, cash equivalents and short-term investments
totaling $7.6 million and working capital of $7.0 million. The decreases
represent amounts required to fund operating losses and to purchase capital
equipment. From inception (February 10, 1987) through March 31, 1998, net
expenditures for furniture, equipment and leasehold improvements aggregated $2.1
million.
Over the next twelve months, the Company plans to continue clinical studies on
its Ampakine(R) compounds at expense levels consistent with current results.
Commitments for external preclinical and Phase I/II clinical procedures involve
a twelve-month expenditure of approximately $500,000. Significant investments in
plant or equipment or substantial changes to staffing levels are not
contemplated under current spending plans for the next twelve months. As of
March 31, 1998, Cortex had 20 full-time employees.
Cortex anticipates that its existing cash, cash equivalents and short-term
investments, combined with a modest amount of anticipated interest income, will
be sufficient to satisfy its capital requirements into the fourth quarter of
calendar 1998 under current spending plans. Additional funds will be required to
continue operations beyond that time.
A private placement of Series A Preferred Stock in June 1997 included the
issuance of special purchase rights that, under certain circumstances, allow the
investors to purchase additional shares of common stock at the conversion price
in effect at the time of conversion of the Series A Preferred. These rights are
only exercisable at the time of such conversion and expire to the extent they
are not utilized. If and when exercised, of which there is no assurance, the
special purchase rights may provide additional working capital.
Page 10 of 13
<PAGE>
The Company may raise additional capital through the sale of debt or equity
securities. If the Company proceeds with a debt or equity financing, there is no
assurance that funds will be available on favorable terms, or at all. If
additional funds are raised by issuing equity securities, substantial dilution
to existing stockholders is likely to result.
In order to provide for both its short and longer-term spending requirements,
the Company is presently seeking collaborative or other arrangements with larger
pharmaceutical companies, under which it is intended that such companies would
provide additional capital to the Company in exchange for exclusive or non-
exclusive license or other rights to certain of the technologies and products
the Company is developing. Competition for such arrangements is intense,
however, with a large number of biopharmaceutical companies attempting to secure
alliances with more established pharmaceutical companies. Although the Company
has for some time been engaged in discussions with candidate companies, there is
no assurance that an agreement or agreements will arise from these discussions
in a timely manner, or at all, or that revenues that may be generated thereby
will offset operating expenses sufficiently to reduce the Company's short- or
long-term funding requirements.
The Company's proposed products are in the preclinical or early clinical stage
of development and will require significant further research, development,
clinical testing and regulatory clearances. They are subject to the risks of
failure inherent in the development of products based on innovative
technologies. These risks include the possibilities that any or all of the
proposed products will be found to be ineffective or toxic, or otherwise fail to
receive necessary regulatory clearances; that the proposed products, although
effective, will be uneconomical to market; that third parties may now or in the
future hold proprietary rights that preclude the Company from marketing them; or
that third parties will market superior or equivalent products. Accordingly, the
Company is unable to predict whether its research and development activities
will result in any commercially viable products or applications. Further, due to
the extended testing and regulatory review process required before marketing
clearance can be obtained, the Company does not expect to be able to
commercialize any therapeutic drug for at least five years, either directly or
through its prospective corporate partners or licensees. There can be no
assurance that the Company's proposed products will prove to be safe or
effective or receive regulatory approvals that are required for commercial sale.
PART II. OTHER INFORMATION
Item 3. Defaults upon Senior Securities
In order to conserve capital for operations, the Board of Directors of the
Company elected not to distribute the semi-annual dividends that have accrued
from June 15, 1990 on the Company's 9% cumulative convertible preferred stock.
As of March 31, 1998, accrued and unpaid dividends on the 9% cumulative
convertible preferred stock were $25,200.
Page 11 of 13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
-----------------------------------------------------------------------
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
1998.
Page 12 of 13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CORTEX PHARMACEUTICALS, INC.
May 13, 1998 By: /s/ D. Scott Hagen
---------------------------------------------
D. Scott Hagen
Vice President and Chief Financial Officer;
Corporate Secretary
(Principal Financial and Accounting Officer)
Page 13 of 13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1998, AND THE RELATED STATEMENTS OF OPERATIONS AND CASH
FLOWS FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,490,829
<SECURITIES> 746,775
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,326,505
<PP&E> 2,131,863
<DEPRECIATION> (1,430,405)
<TOTAL-ASSETS> 4,051,093
<CURRENT-LIABILITIES> 511,574
<BONDS> 935,508<F1>
3,592,257
121,810
<COMMON> 9,573
<OTHER-SE> (1,119,629)
<TOTAL-LIABILITY-AND-EQUITY> 4,051,093
<SALES> 0
<TOTAL-REVENUES> 130,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,395,643
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,261
<INCOME-PRETAX> 4,085,735
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,085,735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,085,735
<EPS-PRIMARY> (0.43)
<EPS-DILUTED> (0.43)
<FN>
<F1>PROMISSORY NOTE PAYABLE TO ALKERMES, INC.
</FN>
</TABLE>
