13G
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CUSIP No. 220524300
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Page 2 of 9
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1
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Names of reporting persons
Origin Ventures II, L.P. (20 - 1849450)
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5
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Sole voting power
24,200,507 (1)
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6
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Shared voting power
None
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7
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Sole dispositive power
24,200,507 (1)
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8
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Shared dispositive power
None
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9
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Aggregate amount beneficially owned by each reporting person
24,200,507 shares of Common Stock (1)
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10
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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11
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Percent of class represented by
amount in Row (9)
16.8% (2)
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12
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Type of reporting person (see
instructions)
PN
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(1)
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Origin Ventures II, L.P. (OVII) has sole voting and dispositive control over 24,200,507 shares of common stock (Common Stock) of Cortex
Pharmaceuticals, Inc. (the Issuer), except that Origin Ventures II Management, LLC (OVIIM), the general partner of OVII, and Bruce N. Barron (Barron) and Steven N. Miller (Miller), managing directors
of OVIIM, may be deemed to share the right to direct the voting and dispositive control over such stock.
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(2)
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This percentage is calculated based upon 144,041,558 shares of the Issuers Common Stock issued and outstanding as of August 13, 2012, as disclosed in the
Quarterly Report on Form 10-Q of the Issuer for the quarter ended June 30, 2012.
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2 of 9 Pages
13G
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CUSIP No. 220524300
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Page 3 of 9
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1
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Names of reporting persons
Origin Ventures II Management, LLC
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5
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Sole voting power
0
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6
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Shared voting power
24,200,507 (3)
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7
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Sole dispositive power
0
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8
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Shared dispositive power
24,200,507 (3)
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9
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Aggregate amount beneficially owned by each reporting person
24,200,507 shares of Common Stock(3)
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10
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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11
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Percent of class represented by
amount in Row (9)
16.8% (2)
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12
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Type of reporting person (see
instructions)
CO
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(3)
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OVIIM shares voting and dispositive control over the 24,200,507 shares of Common Stock beneficially owned by OVII.
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3 of 9 Pages
13G
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CUSIP No. 220524300
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Page 4 of 9
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1
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Names of reporting persons
Bruce N. Barron
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Citizenship or place of
organization
U.S.A.
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5
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Sole voting power
0
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6
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Shared voting power
24,200,507 (4)
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7
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Sole dispositive power
0
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8
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Shared dispositive power
24,200,507 (4)
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9
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Aggregate amount beneficially owned by each reporting person
24,200,507 shares of Common Stock (4)
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10
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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11
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Percent of class represented by
amount in Row (9)
16.8% (2)
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12
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Type of reporting person (see
instructions)
IN
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(4)
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Barron shares voting and dispositive control over the 24,200,507 shares of Common Stock beneficially owned by OVII.
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4 of 9 Pages
13G
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CUSIP No. 220524300
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Page 5 of 9
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1
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Names of reporting persons
Steven N. Miller
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Citizenship or place of
organization
U.S.A.
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5
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Sole voting power
0
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6
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Shared voting power
24,200,507 (5)
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7
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Sole dispositive power
0
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8
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Shared dispositive power
24,200,507 (5)
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9
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Aggregate amount beneficially owned by each reporting person
24,200,507 shares of Common Stock (5)
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10
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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11
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Percent of class represented by
amount in Row (9)
16.8% (2)
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12
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Type of reporting person (see
instructions)
IN
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(5)
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Miller shares voting and dispositive control over the 24,200,507 shares of Common Stock beneficially owned by OVII.
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5 of 9 Pages
13G
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CUSIP No. 220524300
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Page
6
of 9
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Preliminary Statement:
This Schedule 13G supplements and replaces, with respect to the reporting Persons defined herein, the Schedule 13D filed with the Securities and Exchange Commission (SEC) on March 22,
2013 by Aurora Capital LLC, Aurora Capital Corp., T Morgen Capital LLC, Morgen Krisch, Linda Lippa, Arnold S. Lippa, Jeff E. Margolis, Samyang Optics Co. Ltd., Origin Ventures II, L.P., Origin Ventures II Management, LLC, Bruce N. Barron, Steven N.
Miller, David W. Carley, Kenneth M. Cohen, Peter Letendre and Steven Chizzik (collectively, the 13D Group) relating to shares of Common Stock of Cortex Pharmaceuticals, Inc. (the Issuer). The members of the 13D Group have
determined that they no longer hold any shares of the Issuer with any purpose, or with the effect of, changing or influencing control of the Issuer or in connection with any transaction having that purpose of effect. In accordance with the Rule
13d-1(h) the Reporting Persons determined to again report their beneficial ownership of shares of Common Stock of the Issuer on Schedule 13G.
Item 1.
Cortex
Pharmaceuticals, Inc. (the Issuer)
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(b)
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Address of Issuers Principal Executive Offices:
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7700 Irvine Center Drive
Suite 750
Irvine, California 92618
Item 2.
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(a)
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Name of Persons Filing:
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(1)
Origin Ventures II, L.P. (OVII);
(2) Origin Ventures II Management, LLC (OVIIM);
(3) Bruce N. Barron (Barron); and
(2) Steven N. Miller (Miller and, collectively with OVII, OVIIM and Barron, the Reporting Persons)
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(b)
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Address of Principal Business Office(s):
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1033 Skokie Blvd., Suite 430
Northbrook, Illinois 60062
(1) Delaware
(2) Delaware
(3) United States of America
(4) United States of America
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(d)
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the Common Stock)
220524300
Item 3.
6 of 9 Pages
13G
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CUSIP No. 220524300
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Page
7
of 9
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Not applicable.
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(a)
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Amount beneficially owned:
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As
of the date of this statement, OVII beneficially owned 24,200,507 shares of Common Stock of the Issuer and OVIIM, as the general partner of OVII, and Barron and Miller, as the managing directors of OVIIM, may be deemed to beneficially own 24,200,507
shares of Common Stock of the Issuer held by OVII.
16.8%
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(c)
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Number of shares as to which the person has:
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The information in Items 5 through 9 on the cover pages of this statement is hereby incorporated by reference.
Item 5.
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Ownership of Five Percent or Less of a Class.
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As further provided in a First Amendment to Schedule 13D being filed by the 13D Group referred to in the Preliminary Statement to this Schedule 13G, this Schedule 13G is filed in connection with the
dissolution of a group.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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As further provided in a First Amendment to Schedule 13D being filed by the 13D Group referred to in the Preliminary Statement to this Schedule 13G, this Schedule 13G is filed in connection with the
dissolution of a group.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
7 of 9 Pages
13G
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CUSIP No. 220524300
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Page
8
of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 19, 2013
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ORIGIN VENTURES II, L.P.
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By:
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Origin Ventures II Management, LLC,
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its General Partner
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By:
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/s/ Bruce N. Barron
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Name:
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Bruce N. Barron
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Title:
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Managing Director
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ORIGIN VENTURES II MANAGEMENT, LLC
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By:
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/s/ Bruce N. Barron
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Name:
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Bruce N. Barron
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Title:
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Managing Director
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/s/ Bruce N. Barron
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Bruce N. Barron
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/s/ Steven N. Miller
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Steven N. Miller
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8 of 9 Pages
13G
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CUSIP No. 220524300
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Page
9
of 9
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will,
unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G
as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
Date: June 19, 2013
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ORIGIN VENTURES II, L.P.
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By:
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Origin Ventures II Management, LLC,
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its General Partner
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By:
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/s/ Bruce N. Barron
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Name:
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Bruce N. Barron
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Title:
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Managing Director
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ORIGIN VENTURES II MANAGEMENT, LLC
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By:
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/s/ Bruce N. Barron
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Name:
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Bruce N. Barron
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Title:
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Managing Director
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/s/ Bruce N. Barron
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Bruce N. Barron
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/s/ Steven N. Miller
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Steven N. Miller
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9 of 9 Pages