NRX Pharma Files 8-K on Financial Obligations & Equity Sales

TL;DR

NRX Pharma inks new debt, sells stock - watch cash burn!

AI Summary

NRX Pharmaceuticals, Inc. entered into a material definitive agreement on October 10, 2024, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a name change from Big Rock Partners Acquisition Corp. on October 12, 2017.

Why It Matters

This 8-K filing indicates NRX Pharmaceuticals is undertaking new financial obligations and has engaged in equity sales, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and dilution.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• October 10, 2024 (date) — Date of earliest event reported
• Big Rock Partners Acquisition Corp. (company) — Former company name
• October 12, 2017 (date) — Date of name change

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 pershare NRXP The Nasdaq Stock Mark
• $16.3 million — principal amount of up to approximately $16.3 million in three tranches of $5.435 million, an
• $5.435 m — tely $16.3 million in three tranches of $5.435 million, and warrants to purchase that am
• $5.435 million — g Date, the Company sold a total of (a) $5.435 million in Notes, with an aggregate purchase pr
• $5.0 m — gregate purchase price of approximately $5.0 million, and (b) Warrants to purchase up
• $1 — sion price equal to by the lower of (a) $1.7664, (the " Fixed Conversion Price ")
• $50,000 — counsel, in an amount not to exceed of $50,000. The foregoing descriptions of the Not

Filing Documents

• nrxp20241014_8k.htm (8-K) — 42KB
• 0001437749-24-031268.txt ( ) — 190KB
• nxrp-20241010.xsd (EX-101.SCH) — 4KB
• nxrp-20241010_def.xml (EX-101.DEF) — 13KB
• nxrp-20241010_lab.xml (EX-101.LAB) — 17KB
• nxrp-20241010_pre.xml (EX-101.PRE) — 13KB
• nrxp20241014_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As previously reported in the Current Report on Form 8-K filed by NRx Pharmaceuticals, Inc. (the " Company ", " we " and " us ") on August 14, 2024 (the " August 8-K "), on August 14, 2024 (the " First Closing Date "), the Company closed the sale of the first tranche of certain promissory notes and warrants to purchase the Company's common stock, par value $0.001 per share (" Common Stock ") contemplated by that certain Securities Purchase Agreement dated August 12, 2024 (the " Purchase Agreement "), by and between the Company and certain institutional investors (collectively, the " Investors "). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the Company agreed to sell Senior Secured Convertible Promissory Notes (the " Notes ") in the aggregate principal amount of up to approximately $16.3 million in three tranches of $5.435 million, and warrants to purchase that amount of shares of the Company's Common Stock equal to 50% of the principal amount of the Notes in the respective tranche divided by the volume weighted average price (" VWAP ") of the Company's Common Stock, as listed on the Nasdaq Capital Market, on the day prior to the closing of each respective tranche under the Purchase Agreement (the " Warrants "), and entered into a Security Agreement, Patent Security Agreement, Registration Rights Agreement, and Subsidiary Guarantee (the foregoing, collectively with the Purchase Agreement, the Notes, and the Warrants, the " Transaction Documents "). The Company plans to use a portion of the proceeds from the sale of the Second Tranche Notes (as defined below) to repay existing variable priced convertible promissory notes and for general working capital. On the First Closing Date, the Company sold a total of (a) $5.435 million in Notes, with an aggregate purchase price of approximately $5.0 million, and (b

02 Unregistered Sales of Equity Securities

ITEM 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes and the Warrants were issued without registration under the Securities Act of 1933, as amended (the " Securities Act "), based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Senior Secured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024). 4.2 Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement (Incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024). 10.1* Securities Purchase Agreement, dated August 12, 2024, by and among the Company and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024). 10.2 Form of Security Agreement to be entered into by and among the Company and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024). 10.3 Form of Patent Security Agreement, to be entered into by and among the Company and the other parties signatory thereto (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024). 10.4 Form of Registration Rights Agreement to be entered into by and among the Company and the parties signatory thereto (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024). 10.5 Form of Subsidiary Guarantee to be entered into by and among the Company and the purchasers signatory thereto (incorporated by reference to Exhibit 10.5 of the Company's Current Repor

SIGNATURES

SIGNATURES 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: October 15, 2024 By: /s/ Jonathan Javitt Name: Jonathan Javitt Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR