nrxp20250417_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 17, 2025
NRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38302
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82-2844431
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1201 Orange Street, Suite 600
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Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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(484) 254-6134
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NRXP
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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NRXPW
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The Nasdaq Stock Market LLC
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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. ☐
Item 8.01 Other Events.
On April 17, 2025, NRx Pharmaceuticals, Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable under that certain At the Market Offering Agreement, as amended (the “Offering Agreement”) with H.C. Wainwright & Co., LLC, dated August 14, 2023, to $20,000,000 and filed a prospectus supplement (the “Prospectus Supplement”) under the Offering Agreement for an aggregate of $20,000,000. Prior to the date hereof, the Company sold shares of Common Stock having an aggregate sales price of approximately $1.8 million under the Offering Agreement. A copy of the legal opinion as to the legality of the $20,000,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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5.1
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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SIGNATURE
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.
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NRX PHARMACEUTICALS, INC.
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Date: April 17, 2025
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By:
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/s/ Jonathan Javitt
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Name:
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Jonathan Javitt
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Title:
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Interim Chief Executive Officer
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