Cortex to seal $5.62 million stock sale; CytoGenix concludes $4.15 million private placement

By Sheri Kasprzak

New York, Jan. 17 - Private placement action Wednesday was headed up by a $5,623,998 direct stock offering from Cortex Pharmaceuticals, Inc.

News of the deal sent the company's stock down sharply. It gave up 19.55%, or 26 cents, on the day to close at $1.07 (Amex: COR), but gained a penny in after-hours activity.

The drop in the stock started early with Cortex losing 18.8%, or 25 cents, by 1 p.m. ET.

Volume of Cortex's shares traded Wednesday took off with 1,755,100 shares traded compared with the average 243,292.

One buysider familiar with the company said he's not surprised the deal sank the company's stock.

"We're not big fans, to say the least," he said. "They sold at such a big discount because they had to."

Cortex chief executive officer Roger Stoll did not immediately respond to requests for comment Wednesday.

In the offering, the company will issue to a group of institutional investors 5,021,427 shares at $1.12 each. The price per share is a 16% discount to the company's $1.33 closing stock price from Tuesday.

The deal also comes with warrants for 3,263,927 shares, exercisable at $1.66 each for five years.

Cortex expects the deal to settle on Jan. 22.

Roth Capital Partners LLC is the placement agent.

The shares will be sold under the company's shelf registration.

Proceeds will be used for the development of the company's Ampakiner technology to treat Alzheimer's disease, licensing activities, working capital and general corporate purposes.

Cortex last took a trip to the PIPE market in December 2004 when the company raised $11.26 million in an offering of 4,233,333 shares at $2.66 each.

Rodman & Renshaw, LLC was the agent for that offering, which closed Dec. 15, 2004.

Based in Irvine, Calif., Cortex develops drug therapies for neurological and psychiatric disorders.

CytoGenix pockets $4.15 million

In other biotech news, CytoGenix, Inc. announced the completion of a $4,147,996 stock deal Wednesday.

The deal sent the company's stock down 5%, or 3 cents, to close at $0.57 (OTCBB: CYGX).

In the placement, CytoGenix issued 10,369,990 shares at $0.40 each. The price per share is a 26% discount to the company's $0.54 closing stock price on Tuesday.

Houston-based CytoGenix is a biopharmaceutical company focused on developing vaccines.

Andina leads resource offerings

Moving to the natural resources sector, Andina Minerals Inc. negotiated a C$24 million offering of units.

The deal, which is being placed through a syndicate of underwriters led by BMO Capital Markets, includes up to 8 million units.

The units consist of one share and one half-share warrant with each whole warrant exercisable at C$4.00 for 30 months.

The company's stock advanced by 3%, or 9 cents, to settle at C$3.09 (TSX Venture: ADM).

Andina expects the deal to close Feb. 9.

Toronto-based Andina is a mineral exploration company.

Rochester jumps on PIPE

In other resources news, Rochester Resources Ltd. saw its stock take off on Wednesday after announcing the terms of a $1.85 million placement.

The stock jumped 27.81%, or 42 cents, to close at $1.93 (OTCBB: RCTFF). By 2 p.m. ET, the stock had gained 25.83%, or 39 cents.

Volume was also higher than normal with 173,462 shares traded compared with the average 18,050.

Rochester intends to sell 1 million units in the deal. The units include one share and one half-share warrant with each full warrant exercisable at $2.25 for one year.

Canaccord Capital Corp. is the placement agent.

Headquartered in Vancouver, B.C., Rochester is a gold and silver explorer.

Trans-Orient wraps deal

In the energy sector, Trans-Orient Petroleum Ltd. concluded a $5.9 million private placement.

News of the closing came as oil prices rebounded Wednesday. Oil gained $1.03 to end the session at $52.24 per barrel.

The company issued 5.9 million units of one share and one half-share warrant.

Each of the whole warrants is exercisable at $1.35 for 18 months.

The stock gained 10 cents, or 11.11%, to close at $1.00 (OTCBB: TOPLF).

Proceeds will be used for the expansion of the company's operations in New Zealand and Southeast Asia.

Located in Vancouver, B.C., Trans-Orient is an oil and natural gas exploration company.

Strateco's stock ends up

In secondary market news in the resources sector, Strateco Resources Inc.'s stock climbed by 3.4% Wednesday. On Tuesday, the resources company announced plans to conduct a C$20.02 million private placement.

The stock gained 9 cents on the day to end at C$2.74 (TSX Venture: RSC).

Strateco's stock settled down 13 cents at C$2.65 Tuesday.

In the placement, the company plans to sell units of one share and one half-share warrant at C$2.60 each.

A syndicate of underwriters led by Orion Securities Inc. has a greenshoe for up to 1.92 million units.

Proceeds will be used for exploration on the company's Matoush and Mount-Laurier uranium projects in Quebec. The remainder will be used for working capital.

Montreal-based Strateco is a uranium exploration company.

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