CORRESP 5 dcorresp.htm LETTER TO THE SEC STAFF Letter to the SEC Staff

 

WRITTEN RESPONSES TO SEC STAFF COMMENTS

DATED NOVEMBER 23, 2004

 

Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the filing of Amendment No. 1 to Current Report on Form 8-K, File No. 1-16467, hereby responds to the SEC Staff comments made by letter dated November 23, 2004. Each response is preceded by a reproduction of the corresponding SEC Staff comment.

 

1. We noted that the former accountant was dismissed effective following the filing of your Form 10-Q for September 30, 2004, which appears to have been filed on November 15, 2004. As the effectiveness of the dismissal would appear to have occurred after you determined, on November 4, 2004, to dismiss the former accountant, please revise your filing to:

 

  a. State the specific date that the former accountant was ultimately dismissed, as required by Item 304(a)(1)(i) of Regulation S-K.

 

  b. Update the disclosures required by Item 304(a)(1)(iv) and (v) through that date.

 

  c. File a letter from the former accountant addressing the revised disclosures.

 

  Response 1.  The Company has revised the disclosure to specify the date of dismissal of its former accountant, to update the required disclosures through such date and has filed a letter from its former accountant addressing the revised disclosures.

 

2. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

 

  • the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 

  • staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

 

  • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

  Response 2.  The Company acknowledges the Staff’s comments regarding the Company’s responsibility for the adequacy and accuracy of the disclosure in the filing, the ability of the Commission to take action with respect to the filing, and the inability of the Company to assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

CORTEX PHARMACEUTICALS, INC.

/s/ Maria S. Messinger

Maria S. Messinger, Chief Financial Officer