Cortex Announces Second Private Placement with Samyang
Cortex plans to use the net proceeds from the private placement for general corporate purposes to support ongoing development of its AMPAKINE compound platform.
Cortex Pharmaceuticals, Inc. (OTCBB (CORX) announced that it has completed a private placement of $0.5 million in common stock and warrants with a single institutional investor, Samyang Value Partners Co., Ltd., a wholly owned subsidiary of Samyang Optics Co., Ltd. of Korea. This investment follows the Company's private placement of $1.5 million in convertible promissory notes and warrants with Samyang Optics Co., Ltd. in January 2010.
A total of 6,765,466 shares of Cortex common stock and warrants to purchase up to an additional 1,691,367 shares of its common stock were issued to Samyang Value Partners Co., Ltd. The purchase price per share for the transaction was based upon a weighted average of the closing prices of the Company's common stock over a five trading day period prior to signing the definitive agreement. The warrants have a two-year term and an exercise price of $0.1035 per share.
In connection with the investment, Cortex and Samyang have entered into a memorandum of understanding (“MOU”) regarding a potential license agreement for rights to the AMPAKINE® CX1739 for the treatment of neurodegenerative diseases in South Korea. The MOU also provides Samyang with rights of negotiation to expand its territory into other South East Asian countries, excluding Japan, Taiwan and China, and to include rights to the high impact AMPAKINE CX1846 as a potential treatment for neurodegenerative diseases.
Cortex plans to use the net proceeds from the private placement for general corporate purposes to support ongoing development of its AMPAKINE compound platform.
“We appreciate Samyang's financial support and the decision to make a further investment in Cortex by their Chief Executive Officer, Mr. Soung Jin Kim,” stated Mark A. Varney, Cortex President and CEO.
The securities were offered to an accredited investor in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or any state securities laws and the securities may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy any securities and is being issued under Rule 135c under the Securities Act.
Cortex Pharmaceuticals, Inc.
Cortex, located in Irvine, California, is a neuroscience company focused on novel drug therapies for treating psychiatric disorders, neurological diseases and sleep apnea. Cortex is pioneering a class of proprietary pharmaceuticals called AMPAKINE compounds, which act to increase the strength of signals at connections between brain cells. The loss of these connections is thought to be responsible for memory and behavior problems in Alzheimer's disease. Many psychiatric diseases, including schizophrenia, occur as a result of imbalances in the brain's neurotransmitter system. These imbalances may be improved by using the AMPAKINE technology. Additionally, recent studies have shown that the AMPAKINE compounds also impact areas in the brain stem that control breathing. Recent work has focused on the potential treatment of sleep apnea disorders which can have a deleterious impact on numerous disease states including congestive heart failure. Also, respiratory depression caused by opioid analgesics, anesthetic agents and benzodiazepines can be reduced by AMPAKINE compounds. For additional information regarding Cortex, please visit the Company's website at http://www.cortexpharm.com
Samyang Optics Co., Ltd.
Samyang, located in Masan, Korea, is a developer of optical lenses and a range of applications for closed circuit television systems used extensively in highly important security settings such as casinos, banks, as well as government and commercial building structures. Samyang's securities are publicly traded on the Korean stock exchange
Janet Vasquez, Director of Corporate Communications/The Investor Relations Group/212-825-3210/jvasquez@Investorrelationsgroup.com