NRX Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Other Events, 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) January 15, 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 January 15, 2025, NRx Pharmaceuticals, Inc. (the “Company”) appointed Mike Taylor as a Class I member of the Board of Directors of the Company (“Board”).

 

Mike Taylor, 50, is a 25-year veteran in the global credit business, focused on special situations and capital formation. Mr. Taylor currently serves as a consultant to Hope Therapeutics, Inc., a wholly-owned subsidiary of the Company. Mr. Taylor previously served as a Partner of the Adi Dassler International Family office wealth advisory firm from August 2016 to February 14, 2023; as Managing Director at Oppenheimer & Co. Inc. from June 2011 to August 2016, a New York-based full-service brokerage and investment bank, focusing on complex debt structuring and transactions and multijurisdictional capital formation, and as Managing Director of Institutional Fixed Income Trading and Alternative Investments at Stone & Youngberg LLC, a private investment firm, from July 2004 to June 2011. Mr. Taylor began his career with Morgan Stanley as a Bond Trader. Mr. Taylor holds a Bachelor of Science degree in Economics & International Relations from the London School of Economics.

 

Mr. Taylor was appointed to fill the seat vacated as a result of the resignation from the Board of Janet Rehnquist on January 7, 2025. Mr. Taylor was designated to serve on the Board by JGS Holdings LLC, a Wyoming limited liability company (the “Investor”), in connection with the execution of that certain term sheet entered into on January 5, 2025 (the “Term Sheet”) by and between the Company, HOPE Therapeutics, Inc., a wholly-owned subsidiary of the Company (“HOPE”), and the Investor, whereby the Investor intends to purchase: (i) $25.0 million in shares of HOPE’s Series A Preferred Stock convertible into one-third of all fully diluted outstanding equity of HOPE; and (ii) 730,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) for a purchase price of $2.0 million.

 

Mr. Taylor, will serve until the Company’s next annual meeting of shareholders, or until his successor is elected and qualified. The above description of the Term Sheet is qualified in its entirety to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 10, 2025 and is incorporated by reference herein.

 

Except as disclosed herein, there are no related party transactions between the Company and Mr. Taylor that would require disclosure under Item 404(a) of Regulation S-K, nor are there any further arrangements or understandings in connection with the appointment of Mr. Taylor as a Class II member of the Company’s Board.

 

 

January 21, 2025, the Company issued a press release announcing that the Company received a written notice from The Nasdaq Stock Market (”Nasdaq”) that the Company has regained compliance with the minimum market value of listed securities requirement under NASDAQ Listing Rule 5550(b)(2) for continued listing on the Nasdaq Capital Market.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

(d) Exhibits

 

 

* Furnished herewith.

 

 

 

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.