NRX Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

false 0001719406 0001719406 2025-08-18 2025-08-18 0001719406 nrxp:CommonStockParValue0001PerShareCustomMember 2025-08-18 2025-08-18 0001719406 nrxp:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2025-08-18 2025-08-18

 

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) August 18, 2025

 

(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 August 18, 2025, NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the “Purchasers”) for the registered direct offering of an aggregate of 3,959,999 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $1.65 per share (the “Registered Direct Offering”).  The Registered Direct Offering will close on or about August 18, 2025, subject to the satisfaction of customary closing conditions in the Purchase Agreement, and will result in gross proceeds to the Company of approximately $6.5 million. Concurrently with the execution of the Purchase Agreement, the Purchasers entered into a Lock Up Agreement, pursuant to which the Purchasers may not, subject to certain exceptions, transfer the Shares without the consent of the Company until August 19, 2026.

 

The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s currently effective shelf Registration Statement on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission on June 21, 2022 (File No. 333-265492). The Company filed a final prospectus supplement in connection with the Registered Direct Offering on August 18, 2025.

 

The Purchase Agreement contains customary representations, warranties, agreements and conditions to closing, as well as indemnification rights and other obligations of the parties. The Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Purchase Agreement. In particular, the representations, warranties, covenants and agreements contained in the Purchase Agreement, which were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under Purchase Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Purchase Agreement.

 

The foregoing descriptions of the Purchase Agreement and Lock Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the form of Purchase Agreement and form of Lock Up Agreement, attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.

 

In connection with the Registered Direct Offering, the Company is filing the opinion and consent of its counsel, Disclosure Law Group, a Professional Corporation, regarding the validity of the Shares being registered, as Exhibits 5.1 and 23.1, respectively, hereto.

 

 

 

On August 18, 2025, the Company issued a press release (the “Earnings Release”) announcing its financial results for the quarter ending June 30, 2025, as well as announcing the Registered Direct Offering. A copy of the Earnings Release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. 

 

 

See Item 2.02 above.

 

 

Disclaimer. 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.

 

 

 

(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.