NRX Pharmaceuticals Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

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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) September 8, 2025

 

(Exact name of registrant as specified in its charter)

 

 

1201 Orange Street, Suite 600

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 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 Purchase Agreement, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended March 31, 2025 and is incorporated by reference into this Current Report on Form 8-K.

 

 

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.

 

 

(d) Exhibits

 

 

 

 

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.