NRX Pharmaceuticals Files 8-K: Agreements & Equity Sales

TL;DR

NRX Pharma inks new deal, sells stock, files 8-K.

AI Summary

NRX Pharmaceuticals, Inc. entered into a material definitive agreement on January 27, 2025, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. This filing follows their previous name change from Big Rock Partners Acquisition Corp. on October 12, 2017.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilutive effects.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former Company Name
• January 27, 2025 (date) — Date of earliest event reported
• October 12, 2017 (date) — Date of former company 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 — , 2025, the Company sold a total of (a) $5.435 million in Notes (the " Third Tranche Notes "),
• $5.0 m — gregate purchase price of approximately $5.0 million, and (b) Warrants to purchase up
• $3.78 — sion price equal to by the lower of (a) $3.78 (the " Fixed Conversion Price ") or (b)
• $2.88 — o the Investors, at a purchase price of $2.88 per share, in a registered direct offer
• $3,500,000, b — y from the offerings were approximately $3,500,000, before deducting offering expenses, and e

Filing Documents

• nrxp20250128_8k.htm (8-K) — 50KB
• ex_771257.htm (EX-4.3) — 106KB
• ex_771258.htm (EX-4.4) — 107KB
• ex_771585.htm (EX-5.1) — 8KB
• ex_771259.htm (EX-10.2) — 188KB
• ex_771260.htm (EX-10.3) — 63KB
• ex_771586.htm (EX-99.1) — 18KB
• image1.jpg (GRAPHIC) — 3KB
• image2.jpg (GRAPHIC) — 7KB
• image3.jpg (GRAPHIC) — 5KB
• 0001437749-25-002160.txt ( ) — 834KB
• nrxp-20250127.xsd (EX-101.SCH) — 4KB
• nrxp-20250127_def.xml (EX-101.DEF) — 14KB
• nrxp-20250127_lab.xml (EX-101.LAB) — 18KB
• nrxp-20250127_pre.xml (EX-101.PRE) — 14KB
• nrxp20250128_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Issuance of Senior Secured Promissory Notes and Common Stock Purchase Warrants As previously reported in the Current Reports on Form 8-K filed by NRx Pharmaceuticals, Inc. (the " Company ", " we " and " us ") with the Securities and Exchange Commission (the " SEC ") on August 14, 2024 (the " August 8-K ") and October 15, 2024, on August 14, 2024 and October 10, 2024, the Company closed the sale of the first tranche and second tranche, respectively, 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 "). On or about January 28, 2025, the Company sold a total of (a) $5.435 million in Notes (the " Third Tranche Notes "), with an aggregate purchase price of approximately $5.0 mil

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, Warrants, and RD Warrants were issued without registration under the Securities Act, based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. The Consideration Shares and Consideration Warrants, when issued according to the CWA, will be issued without registration under the Securities Act, based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors represented that it will acquire the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Other Events

ITEM 8.01 Other Events. On January 28, 2025, the Company issued a press release announcing the expected issuance of the Third Tranche Notes and Warrants and the signing of the RD Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

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). 4.3 Form of Common Stock Purchase Warrant to be issued pursuant to that certain Securities Purchase Agreement, dated January 27, 2025. 4.4 Form of Consideration Warrant to be issued pursuant to that certain Consent and Waiver Agreement, dated January 27, 2025. 5.1 Opinion of Disclosure Law Group, a Professional Corporation 10.1* Securitie s 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* Securities Purchase Agreement, dated January 27, 2025, by and among the Company and the purchaser signatories thereto. 10.3 Consent and Waiver Agreement, dated January 27, 2025, by and among the Company and the signatories thereto. 23.1 Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1) 99.1 Press Release Issued by NRx Pharmaceuticals, Inc., on January 28, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL). * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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 29, 2025 By: /s/ Jonathan Javitt Name: Jonathan Javitt Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR