Sec Form 4 Filing - samyang optics co., ltd @ CORTEX PHARMACEUTICALS INC/DE/ - 2013-01-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person samyang optics co., ltd 2. Issuer Name and Ticker or Trading Symbol CORTEX PHARMACEUTICALS INC/DE/ [ corx] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 15FLOOR, KT BLDG, 422, TEHERANRO, GANGNAMGU 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2013 (Street) SEOUL, M5135-839 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 01/21/2013 P 6,765,466 ( 1 ) A $ 0.04 16,422,464 D ( 2 ) common stock 01/21/2013 S 6,765,466 ( 1 ) D $ 0.04 0 I By subsidiary ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant to Purchase Common Stock $ 0.056 06/25/2012 06/25/2014 common stock 4,000,000 4,000,000 D ( 2 ) Warrant to Purchase Common Stock $ 0.1035 01/21/2013 P 1,691,367 10/20/2011 10/20/2013 common stock 1,691,367 ( 1 ) $ 0 1,691,367 D ( 2 ) Warrant to Purchase Common Stock $ 0.1035 01/21/2013 S 1,691,367 10/20/2011 10/20/2013 common stock 1,691,367 ( 1 ) $ 0 0 I By subsidiary ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other samyang optics co., ltd 15FLOOR, KT BLDG, 422, TEHERANRO GANGNAMGU SEOUL, M5135-839 X Samyang Value Partners Co., Ltd. 311 TEHERANRO, GANGNAMGU SEOUL, M5135-513 a subsidiary of 10% Owner Signatures /s/ Dong Hoon Kim 01/23/2013 Signature of Reporting Person Date /s/ Seung Chan Kim 01/23/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Samyang Optics Co., Ltd. acquired 6,765,466 shares of common stock and a warrant to purchase up to 1,691,367 shares of common stock from Samyang Value Partners Co., Ltd., a wholly owned subsidiary of Samyang Optics Co., Ltd. by Securities Transfer Agreement ( 2 )Securities held by Samyang Optics Co., Ltd., a ten percent owner of the issuer ( 3 )Securities held by Samyang Value Partners Co., Ltd., a wholly owned subsidiary of Samyang Optics Co., Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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