There was a 60 day restriction which prevented Varney from increasing the authorized share limit sooner. The restriction was part of the late July BAM financing (see below). So this explains why the request to increase the share limit couldn't be filed any sooner than it was.
The actual vote itself could presumably have been set for a date somewhat sooner than Nov 23 though. Nov 23 is a full 7 weeks from the Oct 2 SEC filing. Why wait so long for the actual vote? 1) This gives him time to get the pharma deal done, 2) Without a pharma deal in place, shareholders might vote against the share increase.
Also, having the shareholder vote on the upcoming docket signals to pharma partners that Varney is willing to play hardball if necessary. Not having the ability to do another interim financing is a disadvantage in current negotiations. Cortex has money until ~year end, so Nov 23 allows enough time to complete a pharma deal, while also allowing enough time to put a financing together if needed prior to cash running out.
From the July BAM financing agreement -
>>> ...restrictions of the Company’s ability to ** AMEND ITS CERTIFICATE OF INCORPORATION OR BYLAWS**, pay cash dividends or distributions or distributions with respect to common stock or other junior securities, repurchase shares of common stock or other junior securities, issue additional equity securities ** FOR A PERIOD OF 60 DAYS ** after the effectiveness date of the registration of the common stock issuable upon conversion of the convertible preferred stock and incur indebtedness. <<<
The current request to increase the autorized shares constitutes an "Amendment to the Company’s Restated Certificate of Incorporation", as per the recently filed SEC document.
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