|FORM 3||UNITED STATES SECURITIES AND EXCHANGE COMMISSION|
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
|Expires:||December 31, 2014|
|Estimated average burden|
|hours per response||0.5|
|1. Name and Address of Reporting Person*|
|7700 IRVINE CENTER DRIVE, SUITE 750|
|2. Date of Event Requiring Statement (Month/Day/Year)|
|3. Issuer Name and Ticker or Trading Symbol |
CORTEX PHARMACEUTICALS INC/DE/
|4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|Officer (give title below)||Other (specify below)|
|5. If Amendment, Date of Original Filed (Month/Day/Year)|
|6. Individual or Joint/Group Filing (Check Applicable Line)
|X||Form filed by One Reporting Person|
|Form filed by More than One Reporting Person|
|Table I - Non-Derivative Securities Beneficially Owned|
|1. Title of Security (Instr.
Amount of Securities Owned (Instr.
||3. Ownership Form: Direct (D) or Indirect (I) (Instr.
||4. Nature of Indirect Beneficial Ownership (Instr.
|Table II - Derivative Securities Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr. 4) ||2. Date Exercisable and Expiration Date (Month/Day/Year)
||3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)||4. Conversion or Excercise Price of Derivative Security
||5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
||6. Nature of Indirect Beneficial Ownership (Instr. 5)
|Date Exercisable||Expiration Date||Title||Amount or Number of Shares|
|Explanation of Responses:|
|No securities are beneficially owned|
|Maria Messinger, Attorney in fact||08/20/2012|
|** Signature of Reporting Person||Date|
|Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.|
|* If the form is filed by more than one reporting person, see Instruction 5(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Maria Messinger and Mark Varney, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of Cortex Pharmaceuticals, Inc. (the "Company"): (i) a Form 3, Initial Statement of Beneficial Ownership of Securities; (ii) a Form 4, Statement of Changes in Beneficial Ownership of Securities; and (iii) a Form 5, Annual Statement of Beneficial Ownership of Securities, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form 3, Form 4 and Form 5 report(s) and to timely file such Form(s) with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibility to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2012.
/s/ David Carley
David W. Carley, Ph.D.