| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESM
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 |
|
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2014 | 3. Issuer Name and Ticker or Trading Symbol
CORTEX PHARMACEUTICALS INC/DE/
[CORX]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Controller |
| 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. 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) |
|---|
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 SharesM |
|---|
| Explanation of Responses: |
| No securities are beneficially owned |
| James M. Fischer, Attorney in Fact | 04/16/2014 |
| ** 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. |
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints Drinker Biddle & Reath LLP
and each of its attorneys and paralegals, acting together
or alone and with full power of substitution,
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 officer or
director or both of Cortex Pharmaceuticals, Inc.
(the "Company"), Forms 3, 4 and 5 (and any amendments
thereto) ) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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,
complete and execute any amendments thereto,
and timely file such form with the U.S. Securities and
Exchange Commission (the "SEC") and any securities
exchange or similar authority, including without
Limitation the filing of a Form ID or any other documents
necessary or appropriate to enable the undersigned to file
the Forms 3, 4 and 5 electronically with the SEC; and
3. take any other action 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 or for, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to
this Limited Power of Attorney shall be in such form and
shall contain such information and disclosure 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 required, 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 Limited Power of Attorney and the rights and
and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at
the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to
comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full
force and effect until the undersigned is no
longer required to file Forms 3, 4 or 5 with respect to
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 each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed
this Limited Power of Attorney as of this
15th day of April, 2014.
By: /s/ Marc M. Radin
Name: Marc M. Radin