Cortex and Pier Pharma in all-share merger

USA-based neuroscience company Cortex Pharmaceuticals (OTCBB: CORX) and privately held biotech firm Pier Pharmaceuticals say they have consummated a merger in an all-stock transaction, with Pier becoming a wholly-owned subsidiary of Cortex, effective August 10, 2012.

Under the terms of the transaction, Cortex will issue around 58 million shares of its common stock to Pier’s former security holders and certain of Pier’s vendors, which represents about 41% of the voting power of the merged organization on closing. Cortex has agreed to issue additional shares of its common stock to Pier’s former security holders and certain of Pier’s vendors if certain of Cortex’ stock options and warrants outstanding immediately prior to the closing of the merger are subsequently exercised.

Combination includes two Ph II assets