NRX Pharmaceuticals Enters Material Definitive Agreement

TL;DR

NRX Pharma just signed a big deal, filing an 8-K on April 17th.

AI Summary

NRX Pharmaceuticals, Inc. entered into a material definitive agreement on April 17, 2024. The company, formerly known as Big Rock Partners Acquisition Corp., is incorporated in Delaware and operates in the pharmaceutical preparations industry. This filing also covers unregistered sales of equity securities and other events.

Why It Matters

This filing indicates a significant new agreement for NRX Pharmaceuticals, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the details of unregistered equity sales require careful scrutiny.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former company name
• April 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value $0.001 per share NRXP The Nasdaq Stock Mar
• $3.30 — rice for each share of Common Stock was $3.30 and the Underwriters purchased the shar
• $3.003 — price for each share of Common Stock of $3.003. Pursuant to the Underwriting Agreement
• $2.0 m — ds from the Offering were approximately $2.0 million, before deducting underwriting di
• $500,000 — ys after the Closing Date it sells over $500,000 of its Common Stock on any one business
• $3.63 — s sold, at an initial exercise price of $3.63 per share, subject to certain adjustmen

Filing Documents

• tm2412274d1_8k.htm (8-K) — 41KB
• tm2412274d1_ex1-1.htm (EX-1.1) — 264KB
• tm2412274d1_ex4-1.htm (EX-4.1) — 108KB
• tm2412274d1_ex5-1.htm (EX-5.1) — 11KB
• tm2412274d1_ex99-1.htm (EX-99.1) — 11KB
• tm2412274d1_ex99-2.htm (EX-99.2) — 12KB
• tm2412274d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• tm2412274d1_ex99-2img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-049529.txt ( ) — 792KB
• nrxp-20240417.xsd (EX-101.SCH) — 3KB
• nrxp-20240417_def.xml (EX-101.DEF) — 26KB
• nrxp-20240417_lab.xml (EX-101.LAB) — 36KB
• nrxp-20240417_pre.xml (EX-101.PRE) — 25KB
• tm2412274d1_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On April 18, 2024, NRx Pharmaceuticals, Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with EF Hutton LLC (the " Representative "), as the representative of the several underwriters named therein (the " Underwriters "), relating to an underwritten public offering (the " Offering ") of 607,000 shares (the " Shares ") of the Company's common stock, par value $0.001 per share (" Common Stock "). The public offering price for each share of Common Stock was $3.30 and the Underwriters purchased the shares of Common Stock pursuant to the Underwriting Agreement at a price for each share of Common Stock of $3.003. Pursuant to the Underwriting Agreement, the Company also granted the Representative a 45-day option (the " Over-Allotment Option Period ") to purchase up to an additional 91,050 shares (the " Option Shares ") of Common Stock on the same terms as the Shares sold in the Offering (the " Over-Allotment Option "). On April 19, 2024, the Offering closed (the " Closing Date "). Aggregate gross proceeds from the Offering were approximately $2.0 million, before deducting underwriting discounts and commissions and estimated expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including its plan to initiate a national treatment protocol and safety database . The Company may also use the proceeds from this offering to repay the Convertible Promissory Note initially issued to Streeterville Capital, LLC in November 2022. The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as ame

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K as related to the Underwriter's Warrant, is incorporated herein by reference. Neither the issuance of the Underwriter's Warrant or the Underwriter Warrant Shares issuable upon the exercise of the Underwriter's Warrant, were registered under the Securities Act or any state securities laws. The issuance of the Underwriter's Warrant was, and the Underwriter Warrant Shares will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

01

Item 8.01 Other Events. On April 17, 2024, the Company issued a press release announcing the launch of the Offering. On April 18, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated April 18, 2024, by and between NRx Pharmaceuticals, Inc. and EF Hutton LLC 4.1 Form of Underwriter's Warrant 5.1 Opinion of Disclosure Law Group, a professional corporation 23.1 Consent of Disclosure Law Group, a professional corporation (included in Exhibit 5.1) 99.1 Press Release, dated April 17, 2024 99.2 Press Release, dated April 18, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NRX PHARMACEUTICALS, INC. Date: April 19, 2024 By: /s/ Stephen Willard Name: Stephen Willard Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR