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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) May 15, 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
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
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(484) 254-6134
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report.)
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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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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. ☐
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Item 2.02
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Results of Operations and Financial Condition
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On May 15, 2025, the Company issued a press release (the “Earnings Release”) announcing its financial results for the quarter ending March 31, 2025. A copy of the Earnings Release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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See Item 2.02 above. Also on May 15, 2025, the Company issued a press release announcing the signing of a non-binding term sheet with Hope Therapeutics, Inc. and an investor, for debt financing to Hope of up to $7.8 million (the “Term Sheet”), subject to the execution of definitive documentation and other customary closing conditions. A copy of the press release announcing the entrance into the Term Sheet is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
Disclaimer. The information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K, and Exhibits 99.1 and 99.2 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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99.2
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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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.
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NRX PHARMACEUTICALS, INC.
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Date: May 21, 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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