NRX Pharmaceuticals Completes Asset Acquisition/Disposition

TL;DR

NRX Pharma just closed a deal on assets, filing an 8-K.

AI Summary

NRX Pharmaceuticals, Inc. filed an 8-K on September 12, 2025, reporting the completion of an acquisition or disposition of assets on September 8, 2025. The filing also includes Regulation FD disclosures and financial statements. The company was formerly known as Big Rock Partners Acquisition Corp. until a name change on October 12, 2017.

Why It Matters

This filing indicates a significant corporate event involving the transfer of assets, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The completion of an asset acquisition or disposition can introduce significant financial and operational risks depending on the nature and scale of the transaction.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former company name
• September 8, 2025 (date) — Date of earliest event reported
• September 12, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 pershare NRXP The Nasdaq Stock Mark

Filing Documents

• nrxp20250912_8k.htm (8-K) — 41KB
• ex_861043.htm (EX-99.1) — 16KB
• hope.jpg (GRAPHIC) — 13KB
• nrxlogo.jpg (GRAPHIC) — 5KB
• 0001437749-25-028949.txt ( ) — 237KB
• nrxp-20250908.xsd (EX-101.SCH) — 4KB
• nrxp-20250908_def.xml (EX-101.DEF) — 14KB
• nrxp-20250908_lab.xml (EX-101.LAB) — 18KB
• nrxp-20250908_pre.xml (EX-101.PRE) — 14KB
• nrxp20250912_8k_htm.xml (XML) — 5KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 8, 2025, NRx Pharmaceuticals (NASDAQ: NRXP, or the "Company"), principally through its subsidiary HOPE Therapeutics, Inc., a Delaware corporation, completed its previously announced acquisition of Dura Medical, LLC, a Florida limited liability company ("Dura Medical"). The acquisition of Dura Medical was effectuated pursuant to the terms and conditions of the Membership Interest Purchase and Contribution Agreement (the "Dura Purchase Agreement"), dated March 29, 2025. by and among the Company's subsidiaries named therein, Dura Medical, LLC, and Stephen Durand, CRNA, APRN. The closing follows the Company's receipt of final regulatory clearance from Florida's Agency for Health Care Administration. As set forth in and pursuant to the terms of the Dura Purchase Agreement, the Company purchased all of the outstanding membership interests in Dura Medical for a combination of cash, membership interests in HTX Management Company LLC (which are convertible into shares of Hope Therapeutics on a one-for-one basis at the discretion of the holder), contingent earn-out payments based on future performance metrics, and post-closing adjustments. The Dura Purchase Agreement also includes customary representations and warranties, indemnification provisions, and restrictive covenants including non-competition and non-solicitation clauses. The acquisition integrates Dura Medical's interventional psychiatry clinics with current locations in both Naples, FL and Ft. Meyers, FL into HOPE Therapeutics, which anticipates building a network of first-in-class clinics nationwide. The Dura Purchase Agreement was approved by the respective Boards of Directors (of the Company and its subsidiaries) and Board of Managers of Dura Medical. The foregoing description of the Dura Purchase Agreement and acquisition of Dura Medical does not purport to be complete and is qualified in its entirety by reference to the Dura Purchas

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 8, 2025, the Company issued a press release that its subsidiary HOPE Therapeutics Inc. has completed the acquisition of Dura Medical. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated September 8, 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: September 12, 2025 By: /s/ Jonathan Javitt Name: Jonathan Javitt Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR