<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 1997
-----------------
[_] 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)
(714) 727-3157
(Issuers'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 [X] NO [_]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
9,573,067 shares of Common Stock as of February 13, 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 -- December 31, 1997 and June 30, 1997........ 3
Statements of Operations -- Three months ended December 31,
1997 and 1996; six months ended December 31, 1997 and 1996;
and period from inception (February 10, 1987) through
December 31, 1997............................................ 4
Statements of Cash Flows -- Six months ended December 31,
1997 and 1996; and period from inception (February 10, 1987)
through December 31, 1997.................................... 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 4. Submission of Matters to a Vote of Security Holders............. 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)
December 31, 1997 June 30, 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,937,748 $ 7,568,803
U.S. government securities -- available for sale 1,772,218 --
Other current assets 82,869 71,530
------------ ------------
Total current assets 4,792,835 7,640,333
Furniture, equipment and leasehold improvements, net 678,878 669,844
Other 23,130 23,130
------------ ------------
$ 5,494,843 $ 8,333,307
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 271,645 $ 501,603
Accrued dividends 25,200 74,250
Accrued wages, salaries and related expenses 47,432 58,683
Current portion of note payable to Alkermes, Inc. 200,000 --
Current obligations under capital leases -- 1,499
------------ ------------
Total current liabilities 544,277 636,035
Note payable to Alkermes, Inc. 921,853 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 (December 31, 1997)
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 (December 31, 1997) 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 (December 31, 1997) and 9,394,249
(June 30, 1997) 9,573 9,394
Additional paid-in capital 35,113,156 34,643,526
Unrealized gain on available for
sale U.S. government securities 941 --
Deficit accumulated during the development stage (34,809,024) (32,181,443)
------------ ------------
Total stockholders' equity 436,456 2,668,287
------------ ------------
$ 5,494,843 $ 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 Six months ended (February 10,
December 31, December 31, 1987) through
-------------------------- -------------------------- December 31,
1997 1996 1997 1996 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Research and license revenue $ 50,000 $ -- $ 50,000 $ -- $ 3,650,000
Grant revenue -- -- -- -- 94,717
----------- ----------- ----------- ----------- ------------
Total revenues 50,000 -- 50,000 -- 3,744,717
Operating expenses:
Research and development 1,024,832 868,926 1,972,569 1,662,473 24,317,965
General and administrative 405,878 471,731 845,136 904,105 12,605,015
Settlement with Alkermes, Inc. -- -- -- -- 1,227,977
----------- ----------- ----------- ----------- ------------
Total operating expenses 1,430,710 1,340,657 2,817,705 2,566,578 38,150,957
----------- ----------- ----------- ----------- ------------
Loss from operations (1,380,710) (1,340,657) (2,767,705) (2,566,578) (34,406,240)
Interest income, net 60,534 29,685 140,124 64,078 1,629,055
----------- ----------- ----------- ----------- ------------
Net loss before preferred
stock accretion and
dividends $(1,320,176) $(1,310,972) $(2,627,581) $(2,502,500) $(32,777,185)
----------- ----------- ----------- ----------- ------------
Preferred stock accretion
and dividends:
Accretion of and dividends
on 9% Cumulative Convertible
Preferred Stock 1,575 4,950 1,575 4,950 606,349
Imputed dividends for Series D
Convertible Preferred Stock -- 221,137 -- 221,137 879,672
Imputed dividends for Series A
Convertible Preferred Stock -- -- -- -- 1,012,493
----------- ----------- ----------- ----------- ------------
Net loss applicable to common
Stock $(1,321,751) $(1,537,059) $(2,629,156) $(2,728,587) $(35,275,699)
=========== =========== =========== =========== ============
Weighted average common
shares outstanding 9,537,180 7,749,664 9,467,345 7,563,682
=========== =========== =========== ===========
Net loss per share $ (0.14) $ (0.20) $ (0.28) $ (0.36)
=========== =========== =========== ===========
</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
Six months ended (February 10,
December 31, 1987) through
-------------------------- December 31,
1997 1996 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(2,627,581) $(2,502,500) $(32,777,185)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 96,602 101,993 1,403,683
Settlement with Alkermes, Inc. -- -- 1,227,977
Changes in operating assets/liabilities:
Accounts payable and accrued expenses (241,209) 59,813 319,077
Accrued interest on U.S. government securities (30,238) (9,335) (192,767)
Other current assets (11,339) (30,910) (82,869)
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 29,588 27,561 129,842
----------- ----------- ------------
Net cash used in operating activities (2,784,177) (2,353,378) (29,330,040)
----------- ----------- ------------
Cash flows from investing activities:
U.S. government securities--available-for-sale--
Purchases (1,739,743) (937,327) (38,823,486)
Proceeds from sales -- -- 37,190,820
Purchase of fixed assets (105,636) (4,086) (2,054,037)
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 (1,845,379) (938,201) (3,815,585)
----------- ----------- ------------
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 -- 923,130 3,719,636
Proceeds from issuance of Series A
convertible preferred stock -- -- 3,936,720
Proceeds from issuance of common stock 58,929 21,922,418
Proceeds from subordinated convertible note -- -- 208,333
Principal payments on capitalized leases (1,499) (4,148) (23,973)
----------- ----------- ------------
Net cash provided by (used in) financing activities (1,499) 977,911 36,083,373
----------- ----------- ------------
Increase (decrease) in cash and cash equivalents (4,631,055) (2,313,668) 2,937,748
Cash and cash equivalents, beginning of period 7,568,803 4,091,550 --
----------- ----------- ------------
Cash and cash equivalents, end of period $ 2,937,748 $ 1,777,882 $ 2,937,748
=========== =========== ============
</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
Six months ended (February 10,
December 31, 1987) through
---------------------- December 31,
1997 1996 1997
- --------------------------------------------------------------------------------------------------
<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 -- 537,483 3,439,890
Conversion of Series D preferred stock
to common stock -- -- 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 December 31, 1997
(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 six-month periods ended
December 31, 1997 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 December 31, 1997
presentation.
Note 2 -- Development Stage Enterprise
From inception (February 10, 1987) through December 31, 1997, the Company has
generated only modest operating revenues and has incurred losses aggregating
$32,777,185. As of December 31, 1997, the Company had working capital of
$4,248,558, which will enable the Company to maintain its planned operations
through calendar 1998. 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 3 -- Net Loss per Share
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 4 -- Subsequent Event
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. Subsequent to
December 31, 1997, the terms of the note were restructured. The new terms
include 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 agreed to issue 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
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions regarding the Company's business and
technology, which 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 December 31, 1997, the Company's
revenue has consisted of (i) $3,650,000 of license fees and research and
development funding, (ii) net interest income aggregating $1,629,055, and (iii)
$94,717 of grant revenue.
From inception (February 10, 1987) through December 31, 1997, the Company has
sustained losses aggregating $32,777,185. 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 as entered into, is
likely to significantly affect the Company's operations and to produce
substantial period-to-period fluctuations in reported financial results. Over
the longer term, the Company will be dependent upon successful commercial
development of its products by its prospective partners to attain profitable
operations from product royalties or other revenues based on product sales.
Page 8 of 13
<PAGE>
The net loss for the three-month period ended December 31, 1997 of $1,320,176
compares with a net loss of $1,310,972 for the corresponding prior year period.
The net loss for the six-month period ended December 31, 1997 was $2,627,581,
compared to a net loss of $2,502,500 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 $868,926 to $1,024,832 during
the three-month period ended December 31, 1997 compared to the corresponding
prior year period. Most of this increase represents an increase in technology
access payments, partially offset by a decline in sponsored research. During the
six-month period ended December 31, 1997, research and development expenses
increased from $1,662,473 to $1,972,569 compared to the corresponding prior year
period. Costs related to Phase I/IIa human clinical testing (in the United
States) produced most of this increase, along with technology access payments
and salary expenses resulting from additions to the scientific employee
complement. A decrease in external research partially offset these increases.
General and administrative expenses decreased from $471,731 to $405,878 during
the three-month period ended December 31, 1997 compared to the corresponding
prior year period. Most of this decrease represents lower salary expenses due to
a decrease in administrative employees. For the six-month period ended December
31, 1997, general and administrative expenses decreased to $845,136 compared to
$904,105 recorded for the prior year period, for the same reason.
The Company believes that inflation and changing prices have not had a material
impact on its ongoing operations to date. The Company does not anticipate that
the year 2000 problem will materially impact its operations.
Plan of Operation; Liquidity and Capital Resources
Cortex has funded its organizational and research and development activities
primarily from the issuance of equity securities, with net proceeds from such
issuances from inception (February 10, 1987) through December 31, 1997
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 December 31, 1997 was $1.6 million.
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 fully exercised, of which there can be no assurance, the
special purchase rights may provide approximately $3.6 million of additional
working capital.
As of December 31, 1997, 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 elected not to distribute the dividends that have accrued from June
15, 1990. Accrued and unpaid dividends as of December 31, 1997 were $25,200.
Page 9 of 13
<PAGE>
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 $234,000 and $220,000, respectively.
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 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. Subsequent to December
31, 1997, the terms of the note were restructured to include a principal payment
of $200,000 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.
As of December 31, 1997, the Company had cash, cash equivalents and short-term
investments totaling $4.7 million and working capital of $4.2 million. In
comparison, 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 decrease represents amounts required to fund operating losses and
purchase capital equipment. From inception (February 10, 1987) through December
31, 1997, net expenditures for furniture, equipment and leasehold improvements
aggregated $2.1 million.
Over the next twelve months, the Company plans to conduct additional preclinical
and Phase I/II clinical studies on its AMPAKINE(TM) compounds. These planned
research and development activities involve a twelve-month expenditure of
approximately $750,000. 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 December 31, 1997, Cortex had
21 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 through calendar 1998 under
current spending plans. Additional funds will be required to continue operations
beyond that time.
In order to provide resources for both its short and long-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. However, competition for
such arrangements is intense, with a large number of biopharmaceutical companies
attempting to secure alliances with more established pharmaceutical companies.
Although the Company is engaged in discussions with a number of candidate
companies, there can be 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. Additional equity or debt
financings will be required, and there can be no assurance that funds will be
available from such financings on favorable terms, or at all. If additional
funds are raised by issuing equity securities, dilution to existing stockholders
is likely to result.
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
Page 10 of 13
<PAGE>
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 a superior or equivalent product. 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
The Board of Directors of the Company elected not to distribute the semi-annual
dividends that have accrued subsequent to December 15, 1989 on the Company's 9%
cumulative convertible preferred stock, in order to conserve capital for
operations. As of December 31, 1997, accrued and unpaid dividends on the 9%
cumulative convertible preferred stock were $25,200.
Item 4. Submission of Matters to a Vote of Security Holders
On December 11, 1997, the Company held its Annual Meeting of Stockholders, with
stockholders holding 8,474,972 shares of common stock (representing 89% of the
total number of shares outstanding and entitled to vote) present in person or by
proxy at the meeting. Proxies for the meeting were solicited pursuant to
Regulation 14A of the Securities Exchange Act of 1934. Robert F. Allnutt,
Charles J. Casamento, Carl W. Cotman, Ph.D., Michael G. Grey, Harvey S. Sadow,
Ph.D., Vincent F. Simmon, Ph.D. and Davis L. Temple, Jr., Ph.D. were listed as
management's nominees in the Proxy Statement and were elected as directors at
the meeting. The votes for each nominee were as follows:
<TABLE>
<CAPTION>
Number of Number of Votes
Name Affirmative Votes Negative Votes Withheld
---- ----------------- -------------- --------
<S> <C> <C> <C>
Robert F. Allnutt 8,368,523 - 106,449
Charles J. Casamento 8,368,483 - 106,489
Carl W. Cotman, Ph.D. 8,367,733 - 107,239
Michael G. Grey 8,368,633 - 106,339
Harvey S. Sadow, Ph.D. 8,367,423 - 107,549
Vincent F. Simmon, Ph.D. 8,367,583 - 107,389
Davis L. Temple, Jr., Ph.D. 8,367,583 - 107,389
</TABLE>
At the meeting, the Company also sought the ratification of the appointment of
Ernst & Young LLP as independent auditors of the Company for the fiscal year
ending June 30, 1998. This proposal was approved by 8,406,643 affirmative votes.
There were 27,635 negative votes and 40,694 abstentions.
Page 11 of 13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
----------------------------------------------------------------------
<C> <S>
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December
31, 1997.
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.
February 17, 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 DECEMBER 31, 1997 AND THE RELATED STATEMENTS OF OPERATIONS AND CASH
FLOWS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,937,748
<SECURITIES> 1,772,218
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,792,835
<PP&E> 2,057,532
<DEPRECIATION> 1,378,654
<TOTAL-ASSETS> 5,494,843
<CURRENT-LIABILITIES> 544,277
<BONDS> 921,853<F1>
3,592,257
121,810
<COMMON> 9,573
<OTHER-SE> 305,073
<TOTAL-LIABILITY-AND-EQUITY> 5,494,843
<SALES> 0
<TOTAL-REVENUES> 50,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,817,705
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,606
<INCOME-PRETAX> (2,627,581)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,627,581)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,627,581)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> (0.28)
<FN>
<F1>PROMISSORY NOTE PAYABLE TO ALKERMES, INC.
</FN>
</TABLE>
