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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

 

FORM 8-K

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

 

Date of Report (Date of earliest event reported) November 14, 2024

 

(Exact name of registrant as specified in its charter)

 

 

Wilmington, Delaware 19801

(Address of principal executive offices) (Zip Code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

On November 14, 2024, NRx Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ending September 30, 2024, and providing a business update, including an update regarding HOPE Therapeutics, the Company’s wholly owned subsidiary (“HOPE”) (the “Press Release).  HOPE intends to develop a national network of precision psychiatry clinics that combine treatment with ketamine, Transcranial Magnetic Stimulation, and other therapies to patients with suicidal depression and PTSD.  In furtherance of this objective, the Company disclosed that it has executed two letters of intent (“LOIs”) to acquire foundational Interventional Psychiatric Clinics, which LOIs are non-binding.  Consummation of the transactions contemplated by the LOIs are conditioned upon the receipt of adequate financing and the execution of definitive agreements.   A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

See Item 2.02 above.

 

 

(d) Exhibits

 

 

The information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

 

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.