| 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 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | December 31, 2014 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
| 1033 SKOKIE BOULEVARD, SUITE 430 | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2012 | 3. Issuer Name and Ticker or Trading Symbol
CORTEX PHARMACEUTICALS INC/DE/
[CORX]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person | | X | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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|---|
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No securities are beneficially owned.
|
0
|
D
| |
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: |
| /s/ Bruce N. Barron, Attorney-In-Fact for Designated Filer and each Joint Filer | 09/19/2012 |
| ** 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. |
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Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Bruce N. Barron the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 any such Form 3, 4 or 5 and timely file such
form 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, are not assuming, nor is the applicable issuer assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.
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, 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 19th day of September, 2012.
ORIGIN VENTURES II, L.P., a Delaware limited
partnership
By: ORIGIN VENTURES II MANAGEMENT,
LLC, a Delaware limited liability
company, its General Partner
By: /s/ Bruce N. Barron
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Bruce N. Barron, Managing Director
ORIGIN VENTURES II MANAGEMENT, LLC, a
Delaware limited liability company
By: /s/ Bruce N. Barron
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Bruce N. Barron, Managing Director
/s/ Steven N. Miller
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STEVEN N. MILLER
/s/ Bruce N. Barron
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BRUCE N. BARRON