IRVINE, Calif.--(BUSINESS WIRE)--Cortex Pharmaceuticals, Inc. (NYSE Amex: COR) announced that it has obtained a commitment to purchase shares of a newly-designated series of convertible preferred stock pursuant to a registered direct offering to a single institutional investor, representing gross proceeds of approximately $1.5 million. Subject to certain ownership limitations, the preferred stock is convertible into shares of Cortex at the option of the investor at a price of $0.17 per share.
The investor will also receive warrants to purchase 6.9 million shares of Cortex’s common stock. The warrants have an exercise price of $0.3401 per share and, subject to certain ownership limitations, are exercisable after the six-month anniversary of the closing of the transaction and before the third anniversary of such initial exercise date.
The closing of the offering is expected to take place on or before April 17, 2009, subject to the satisfaction of customary closing conditions, including the final approval for listing of the shares of common stock (including shares of common stock underlying the convertible preferred stock and the warrants) on the NYSE Amex Equities Market. Cortex plans to use the net proceeds from the offering for working capital and other general corporate purposes.
A shelf registration statement (File No. 333-155749) relating to these securities has been declared effective by the Securities and Exchange Commission. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the transaction.‹
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