NRX Pharmaceuticals Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported) October 17, 2025

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

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 October 20, 2025, the Company issued a press release announcing HOPE Therapeutics’ completion of the strategic interest in Cohen, LLC, as further described under Item 8.01 below. 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.

 

 

On October 17, 2025, NRX Pharmaceuticals, Inc. (the “Company”), through its subsidiary HOPE Therapeutics, Inc., a Delaware corporation (“HOPE Therapeutics”), completed its acquisition of a strategic and minority interest in Rebecca S. Cohen, MD, LLC d/b/a Cohen & Associates, a Florida limited liability company (“Cohen, LLC”). The acquisition of the interest in Cohen, LLC was effectuated pursuant to the terms and conditions of the Membership Interest Purchase Agreement (the “Cohen Purchase Agreement”), dated October 17, 2025, by and among HOPE Therapeutics, Cohen, LLC and Rebecca S. Cohen, MD. The Cohen Purchase Agreement included customary representations and warranties and indemnification provisions and certain post-closing adjustments.

 

In connection with the transaction, Dr. Rebecca Cohen was appointed Medical Director of HOPE Therapeutics, and the terms of employment include certain financial incentives to establish and grow new sites of care owned or operated by HOPE Therapeutics.

 

 

(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.