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    NRX Pharmaceuticals Inc. filed SEC Form 8-K: Financial Statements and Exhibits

    4/17/25 5:24:51 PM ET
    $NRXP
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $NRXP alert in real time by email
    nrxp20250417_8k.htm
    false 0001719406 0001719406 2025-04-17 2025-04-17 0001719406 nrxp:CommonStockCustomMember 2025-04-17 2025-04-17 0001719406 nrxp:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2025-04-17 2025-04-17
     
    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)
     
             
    Delaware
     
    001-38302
     
    82-2844431
    (State or other jurisdiction of incorporation)
     
    (Commission
    File Number)
     
    (I.R.S. Employer
    Identification No.)
     
       
      
    1201 Orange Street, Suite 600
       
    Wilmington, Delaware
     
    19801
    (Address of principal executive offices)
     
    (Zip Code)
     
    (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:
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
     
    Trading Symbol(s)
     
    Name of each exchange on which registered
             
    Common Stock, par value $0.001 per share
     
    NRXP
     
    The Nasdaq Stock Market LLC
    Warrants to purchase one share of Common Stock
     
    NRXPW
     
    The Nasdaq Stock Market LLC
     
    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 
     
    Exhibit
    No.
    Description
    5.1
    Opinion of Disclosure Law Group, a Professional Corporation
    104
    Cover Page Interactive Data File (embedded within Inline XBRL document)
     
     

     
     
    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.
     
       
    NRX PHARMACEUTICALS, INC.
           
    Date: April 17, 2025
     
    By:
    /s/ Jonathan Javitt
       
    Name:
    Jonathan Javitt
       
    Title:
    Interim Chief Executive Officer
     
     
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