<PAGE>
-------------------------------
OMB APPROVAL
OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response.... 2.50
-------------------------------
-------------------------------
SEC FILE number
0-17951
-------------------------------
-------------------------------
CUSIP NUMBER
220524300
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X] Form 10-KSB [_] Form 20-F [_] Form 11-K [_] Form 10-QSB
[ ] Form N-SAR
For Period Ended: June 30, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:________
--------------------------------------------------------------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Cortex Pharmaceuticals, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
________________________________________________________________________________
Former Name if Applicable
15241 Barranca Parkway
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and number)
Irvine, California 92618
--------------------------------------------------------------------------------
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-KSB, Form 20-K, 11-K, Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-KSB, 11-K, 10-QSB,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed.)
The Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000 could
not be filed within the prescribed time period because the Registrant was
unable, without unreasonable effort or expense, to finalize its financial data.
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Maria Messinger, Chief Financial Officer 949-727-3157
------------------------------------------ --------------------------------
(Name) (Area Code + Telephone Number)
(2) Have all other period reports
required under Section 13 or 15(d)
of the Securities Exchange Act of
1934 or Section 30 of the
Investment Company Act of 1940
during the preceding 12 months (or
for such shorter period that the
registrant was required to file
such reports) been filed? If the
answer is no, identify report(s). [X]Yes [ ]N0
--------------------------------------------------------------------------------
(3) Is it anticipated that any
significant change in results of
operations from the corresponding
period for the last fiscal year will
be reflected by the earnings
statements to be included in the [X]Yes [ ]No
subject report or portion thereof:
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
For the year ended June 30, 2000, the Company anticipates that its net loss
from operations was approximately $203,000 compared to a loss of
approximately $1,630,000 from operations during the prior year, with the
improvement attributable to increased revenues from the research
collaboration with N.V. Organon, a subsidiary of Akzo Nobel (The
Netherlands).
--------------------------------------------------------------------------------
Cortex Pharmaceuticals, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 28, 2000 By: /s/ Maria Messinger
--------------------- ----------------------------------------
Maria Messinger, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
--------------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
--------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission Files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
2
