NRX Pharmaceuticals Files 8-K for Equity Sales

TL;DR

NRXP filed an 8-K for equity sales on Jan 6th.

AI Summary

NRX Pharmaceuticals, Inc. entered into a material definitive agreement on January 6, 2025, related to unregistered sales of equity securities. The company, formerly known as Big Rock Partners Acquisition Corp., is incorporated in Delaware and operates in the pharmaceutical preparations industry.

Why It Matters

This filing indicates NRX Pharmaceuticals is engaging in equity transactions, which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes signal financial distress or dilution concerns for existing shareholders.

Key Numbers

• 001-38302 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former Company Name
• January 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 pershare NRXP The Nasdaq Stock Mark
• $25.0 million — y the Investor intends to purchase: (i) $25.0 million in shares of HOPE's Series A Preferred
• $2.74 — share (" Common Stock ") at a price of $2.74 per share, for an aggregate purchase pr
• $2.0 million — are, for an aggregate purchase price of $2.0 million. As consideration for the investment,
• $3.00 — wo years, are exercisable at a price of $3.00 per share, and shall become fully veste
• $2.75 — r of the Company at a purchase price of $2.75 per share within 60 days of such shares

Filing Documents

• nrxp20250109_8k.htm (8-K) — 33KB
• ex_764005.htm (EX-10.1) — 25KB
• ex_764006.htm (EX-99.1) — 21KB
• hope.jpg (GRAPHIC) — 5KB
• nrx2.jpg (GRAPHIC) — 5KB
• nrx.jpg (GRAPHIC) — 2KB
• 0001437749-25-000801.txt ( ) — 258KB
• nrxp-20250106.xsd (EX-101.SCH) — 4KB
• nrxp-20250106_def.xml (EX-101.DEF) — 14KB
• nrxp-20250106_lab.xml (EX-101.LAB) — 18KB
• nrxp-20250106_pre.xml (EX-101.PRE) — 14KB
• nrxp20250109_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement On January 5, 2025, NRx Pharmaceuticals, Inc. (the " Company ") entered into a binding term sheet defining the terms of a share purchase agreement (" SPA ") by and between the Company, HOPE Therapeutics, Inc., a wholly-owned subsidiary of the Company (" HOPE "), and JGS Holdings LLC, a Wyoming Limited Liability Company (the " Investor "), whereby the Investor intends to purchase: (i) $25.0 million in shares of HOPE's Series A Preferred Stock convertible into one-third of all fully diluted outstanding equity of HOPE; and (ii) 730,000 shares of the Company's common stock, par value $0.001 per share (" Common Stock ") at a price of $2.74 per share, for an aggregate purchase price of $2.0 million. As consideration for the investment, the Investor shall receive (i) warrants to purchase 3.0 million shares of Common Stock, which warrants have a term of two years, are exercisable at a price of $3.00 per share, and shall become fully vested upon payment of the investment amounts above; (ii) an additional 500,000 shares of Common Stock by way of sale from a certain stockholder of the Company at a purchase price of $2.75 per share within 60 days of such shares being available; (iii) conditional participation rights in certain future equity financing transactions; (iv) certain royalty rights; (v) the right to appoint a designee to sit on the Board of Directors of Hope; and (vi) the right to appoint a designee as a member on the Board of Directors of the Company until the date of the Company's next annual meeting of shareholders, following completion of certain disclosure requirements as prescribed by each of the Securities and Exchange Commission and the Nasdaq Capital Market. The Term Sheet also provides for registration rights of the Common Stock issued to the investor. Availability of capital under the Term Sheet is conditioned upon the completion of due diligence and the execution of definitive agreements and is sub

02

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 by reference herein. The shares are being offered and sold to the Investor by the Company in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder.

01

Item 8.01 Other Events See Item 1.01

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC 99.1* Press Release, dated January 6, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Furnished herewith.

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: January 10, 2025 By: /s/ Jonathan Javitt Name: Jonathan Javitt Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR