Form D
FORM D
Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)NoneEntity Type
0000849636
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other
Name of Issuer
CORTEX PHARMACEUTICALS INC/DE/
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
CORTEX PHARMACEUTICALS INC/DE/
Street Address 1Street Address 2
126 VALLEY ROAD
SUITE C
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
GLEN ROCK
NEW JERSEY
07452
(201) 444-4947



3. Related Persons

Last NameFirst NameMiddle Name
Lippa
Arnold
S.
Street Address 1Street Address 2
c/o Cortex Pharmaceuticals, Inc.
126 Valley Road, Suite C
CityState/Province/CountryZIP/Postal Code
Glen Rock
NEW JERSEY
07452
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)




4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund

Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000$1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii)
or (iii))		Rule 505
Rule 504 (b)(1)(i) Rule 506(b)
Rule 504 (b)(1)(ii) Rule 506(c)
Rule 504 (b)(1)(iii)Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)

7. Type of Filing
New Notice Date of First Sale
2014-03-18
 First Sale Yet to Occur
Amendment


8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Yes No

9. Type(s) of Securities Offered (select all that apply)
Pooled Investment Fund InterestsEquity
Tenant-in-Common Securities Debt
Mineral Property SecuritiesOption, Warrant or Other Right to Acquire Another Security
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire SecurityOther (describe)
Convertible Preferred Stock
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor$
1000
USD

12. Sales Compensation
Recipient Recipient CRD NumberNone
Gelband & Co., Inc.
32599
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
Gelband & Co., Inc.
32599
Street Address 1 Street Address 2
750 Third Avenue
21st Floor
City State/Province/CountryZIP/Postal Code
New York
NEW YORK
10017
State(s) of SolicitationAll StatesForeign/Non-US
NEW YORK
Recipient Recipient CRD NumberNone
Mahoney, Kenneth R.
1911756
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
Aurora Capital LLC
37924
Street Address 1 Street Address 2
17 Park Avenue
Suite No. 201
City State/Province/CountryZIP/Postal Code
New York
NEW YORK
10016
State(s) of SolicitationAll StatesForeign/Non-US
CALIFORNIA
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
LOUISIANA
MARYLAND
NEW JERSEY
NEW YORK
NORTH CAROLINA
PENNSYLVANIA
VIRGINIA
Recipient Recipient CRD NumberNone
Kelkar, Sachin R.
5191287
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
Aurora Capital LLC
37924
Street Address 1 Street Address 2
17 Park Avenue
Suite No. 201
City State/Province/CountryZIP/Postal Code
New York
NEW YORK
10016
State(s) of SolicitationAll StatesForeign/Non-US
CALIFORNIA
FLORIDA
NEW YORK
Recipient Recipient CRD NumberNone
H.C. Wainright & Co., LLC
375
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
H.C. Wainright & Co., LLC
375
Street Address 1 Street Address 2
430 Park Avenue
4th Floor
City State/Province/CountryZIP/Postal Code
New York
NEW YORK
10022
State(s) of SolicitationAll StatesForeign/Non-US



13. Offering and Sales Amounts
Total Offering Amount $
1500000
USDIndefinite
Total Amount Sold $
753220
USD
Total Remaining to be Sold $
746780
USDIndefinite
Clarification of Response (if Necessary)
The maximum amount of this offering is $1,500,000. However, the final amount sold may be less.
14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
18
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
46410
USDEstimate
Finders' Fees$
0
USDEstimate
Clarification of Response (if Necessary)
Part of the Sales Commissions set forth above includes common stock warrants, the value of which are estimated.

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$
150000
USDEstimate
Clarification of Response (if Necessary)
$150,000 of the gross proceeds of the offering will be used to repay loans to the company by an entity controlled by Mr. Lippa.

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
IssuerSignatureName of SignerTitleDate
CORTEX PHARMACEUTICALS INC/DE/Arnold S. LippaArnold S. LippaChairman and Chief Executive Officer2014-04-01