On May 18, 2009, Cortex Pharmaceuticals, Inc. (the "Company") received a deficiency letter from the NYSE Amex LLC indicating that the Company does not comply with the minimum stockholders' equity requirements for continued listing on the NYSE Amex as set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE Amex Company Guide. The deficiency letter also indicates that the Company is not in compliance with Section 1003(a)(iv) of the NYSE Amex Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the NYSE Amex, as to whether the Company will be able to continue operations and/or meet its obligations as they mature.

In order to maintain its listing, the Company must provide, by June 18, 2009, a specific plan (the "Plan") to regain compliance with Section 1003(a)(iv) of the NYSE Amex Company Guide by November 18, 2009 and Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide within 18 months, or by November 18, 2010 (the "Plan Period"). If the NYSE Amex accepts the Plan, the Company may be able to continue its listing during the Plan Period. If the Company does not submit a Plan, or if the Plan is not accepted, it will be subject to delisting proceedings. Furthermore, if the Plan is accepted but the Company is not in compliance with the continued listing standards in
Section 1003(a)(iv) of the NYSE Amex Company Guide by November 18, 2009 and with the continued listing standards in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide by November 18, 2010, or if the Company does not make progress consistent with the Plan during the Plan Period, the Company may be subject to delisting proceedings. The Company may appeal a determination to initiate delisting proceedings by the NYSE Amex staff.

The Company currently intends to prepare and submit a Plan within the time frame required by the NYSE Amex. However, there is no guarantee that the Plan will be accepted by the NYSE Amex, or that the Company will be able to make progress consistent with the Plan if it is accepted. Prior to filing the Plan and, if the Plan is timely filed, while the Plan is under review by the NYSE Amex, the Company expects that its common stock will continue to trade without interruption on NYSE Amex; however the trading symbol for the Company's common stock will have an indicator (.BC) added as an extension to signify noncompliance with continued listing standards. Within five days of the date of the May 18, 2009 letter from NYSE Amex, the Company will be included in a list on the NYSE Amex website of issuers that do not comply with the listing standards. The .BC indicator will remain as an extension on the Company's trading symbol until the Company has regained compliance with all applicable continued listing standards.

On May 22, 2009, the Company issued a press release announcing that it had received the letter from the NYSE Amex. A copy of the Company's press release is attached as Exhibit 99.1 and incorporated herein by reference.

(a) Financial Statements of Businesses Acquired: None.

(b) Pro Forma Financial Information: None.

(d) Exhibits.

   Exhibit
   Number    Description

    99.1     Press release of Cortex Pharmaceuticals, Inc. dated May 22, 2009.