Replies to post #22164 on RespireRx Pharmaceuticals Inc (fka RSPI)

[tonyvanw]

gfp - I think you are correct. Looks like to want to have this filed to expedite a future offering if needed.

Presumably (hopefully) the offering will not occur if they do a bp deal.

[DewDiligence]

>If I remember correctly, Cortex already had a shelf in place from before, though perhaps there wasn't enough left in it for their needs<

That’s right. COR’s prior shelf registration for $35M was filed in Nov 2006, so it may be nearly exhausted:

http://sec.gov/Archives/edgar/data/849636/000119312506239276/ds3.htm

Even if there is some money remaining on the old shelf, the old shelf expires in Nov 2009 (three years from the date issuance); it makes sense for the company to file a new one well in advance of expiration.

It’s simply good business practice for a small company with negative cash flow to have an open shelf registration. Without one, the only kinds of shares that can be issued on short notice are unregistered, and these require a concession by the issuer to offset the inability of the buyers to resell on the open market.