NRX Pharmaceuticals Files 8-K

TL;DR

NRX Pharma filed an 8-K on Jan 28, 2025, reporting a material definitive agreement and other events.

AI Summary

On January 28, 2025, NRX Pharmaceuticals, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. NRX Pharmaceuticals, Inc. was formerly known as Big Rock Partners Acquisition Corp. until October 12, 2017.

Why It Matters

This filing indicates significant corporate activity and potential changes for NRX Pharmaceuticals, Inc., requiring investor attention.

Risk Assessment

Risk Level: medium — The filing of an 8-K often signifies material events that can impact a company's stock price, necessitating careful review.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former company name
• January 28, 2025 (date) — Date of earliest event reported
• 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 Marke
• $2.73 — are (the "Common Stock"), at a price of $2.73 per share of Common Stock (the "Purchas
• $25.0 m — ansaction Agreements"), of no less than $25.0 million, to be invested in cash or other
• $6.25 m — "), the first of which shall consist of $6.25 million, which the Investor and Hope shal
• $4.00 — -four (24) months, an exercise price of $4.00 per share, and shall vest 50% ratably b
• $25.0 million — stment, and 50% upon investing the full $25.0 million investment; (iii) registration rights f
• $125.0 m — as received total cumulative returns of $125.0 million, and thereafter at a rate of 5% u
• $250.0 million — as received cumulative returns totaling $250.0 million (cumulative returns shall be defined as

Filing Documents

• nrxp20250203_8k.htm (8-K) — 36KB
• ex_773641.htm (EX-10.1) — 136KB
• ex_773940.htm (EX-10.2) — 137KB
• ex_773941.htm (EX-99.1) — 21KB
• logo01.jpg (GRAPHIC) — 4KB
• logo02.jpg (GRAPHIC) — 9KB
• 0001437749-25-002610.txt ( ) — 572KB
• nrxp-20250128.xsd (EX-101.SCH) — 4KB
• nrxp-20250128_def.xml (EX-101.DEF) — 13KB
• nrxp-20250128_lab.xml (EX-101.LAB) — 18KB
• nrxp-20250128_pre.xml (EX-101.PRE) — 14KB
• nrxp20250203_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 28, 2025, NRX Pharmaceuticals, Inc. (the "Company") and an accredited investor (the "Investor") entered into an Amended and Restated Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company agreed to sell, and the Investor agreed to purchase 732,600 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price of $2.73 per share of Common Stock (the "Purchase Price") (the "Private Placement"). The Private Placement was anticipated to close on or before January 29, 2025 ("Closing Date"). On February 3, 2025, the parties entered into a Second Amended and Restated Securities Purchase Agreement (the "Amended Purchase Agreement"), pursuant to which the parties agreed to, among other agreements set forth below, extend the Closing Date to no later than February 14, 2025 (the "Closing"). The terms of the Purchase Agreement, as amended and restated pursuant to the Amended Purchase Agreement, provide that, subsequent to Closing, the Company and the Investor will use their best efforts to execute definitive agreements providing for, among other things, the further investment by the Investor in Hope Therapeutics, Inc., a wholly-owned subsidiary of the Company ("Hope") ("Hope Transaction Agreements"), of no less than $25.0 million, to be invested in cash or other immediately available funds, payable in four (4) tranches ("Hope Investment"), the first of which shall consist of $6.25 million, which the Investor and Hope shall use their best efforts to close on or before February 17, 2025 ("Initial Tranche"), unless such Initial Tranche is extended by mutual written consent of the Company and the Investor. The remaining three (3) tranches shall be in such amounts and invested at such times as mutually agreed by the Company and the Investor; provided, however, the remaining investment shall occur on or before April 1, 2025 unless ex

01

Item 8.01 Other Events On January 28, 2025, the Company issued a press release announcing, among other items, the entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Form of Amended and Restated Securities Purchase Agreement, dated as of January 28, 2025, by and among the Company and the Investor. 10.2 Form of Second Amended and Restated Securities Purchase Agreement, dated as of February 3, 2025, by and among the Company and the Investor. 99.1 Press release, dated January 28, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

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: February 3, 2025 By: /s/ Jonathan Javitt Name: Jonathan Javitt Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR