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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NRx Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 18, 2025 |
NRX PHARMACEUTICALS, INC. 3,959,999 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-265492 PROSPECTUS SUPPLEMENT (To Prospectus dated June 21, 2022) NRX PHARMACEUTICALS, INC. 3,959,999 Shares of Common Stock We are offering 3,959,999 shares of our common stock, par value $0.001 per share, to certain accredited investors (the “Investors”) pursuant to this prospectus supplement and the accompanying prospectus and a securities pu |
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| August 18, 2025 |
Form of Securities Purchase Agreement, dated August 18, 2025 Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2025, is by and among NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (“Buyer”). RECITALS WHEREAS, The Company and Buyer desire to enter into this transaction to purchase the Common Shar |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38302 NRX PHARMACE |
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| August 18, 2025 |
Form of Lock Up Agreement, dated August 18, 2025 Exhibit 10.2 Form of Lock-Up Agreement Date: August 18, 2025 NRx Pharmaceuticals, Inc. 1201 Orange Street, Suite 600 Wilmington, DE 19801 Attn: Jonathan Javitt, Interim Chief Executive Officer c/o Disclosure Law Group, a Professional corporation 600 West Broadway, Suite 700 San Diego, CA 92019 Ladies and Gentlemen: As an inducement to NRx Pharmaceuticals, Inc., a Delaware corporation (the "Company |
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| August 18, 2025 |
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) August 18, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| August 18, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Reports Second Quarter 2025 Financial Results and Provides Corporate Update NRx Drug Development ● Grant of expanded Fast Track Designation for NRX-100 from the FDA for all indications and types of depression and related disorders based on its potential to satisfy an unmet medical need. ● Represents an approximately 10-fold expansion of the addr |
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| August 15, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Granted FDA Fast Track Designation for NRX-100 for Suicidal Ideation in Patients with Depression, including Bipolar Depression ● This designation expands the addressable population for NRX-100 to the 13 million Americans who consider suicide each year and represents a 10x expansion of the addressable population compared to the Designation grante |
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| August 15, 2025 |
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) August 11, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form 10-D. ☐ Form N-CEN ☐ Form N-CSR For the Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transi |
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| June 24, 2025 |
NRx Pharmaceuticals, Inc. 1201 Orange Street, Suite 600 Wilmington, DE 19801 RW 1 nrxp20250624rw.htm FORM RW NRx Pharmaceuticals, Inc. 1201 Orange Street, Suite 600 Wilmington, DE 19801 June 24, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549 Attn: Tyler Howes Re: NRx Pharmaceuticals, Inc. Request to Withdraw Registration Statement on Form S-1 Filed November 14, 2024 File |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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| June 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NRx Pharmaceuticals, Inc. |
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| June 20, 2025 |
Form of Indenture (filed herewith) Exhibit 4.1 NRX PHARMACEUTICALS, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions Section 1.2. Other Definitions Section 1.3. Incorporation by Reference of Trust Indenture Act Section 1.4. Rules of Construction ARTICLE II. THE SECURITIES Section 2.1. Issuable in Series Section 2.2. Establishment of Terms of |
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| June 9, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Files Abbreviated New Drug Application (ANDA) for Preservative-Free IV Ketamine ● Ketamine faces a current US drug shortage not expected to abate in the near future1 ● Current ketamine market estimated at $750 million and projected to reach $3.35 billion globally in 2034.2 NRx anticipates marketing ketamine for all approved uses ● Company antici |
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| June 9, 2025 |
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) June 5, 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 F |
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| May 21, 2025 |
Exhibit 99.2 HOPE Therapeutics, Inc. a subsidiary of NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Announces Signing of Term Sheet for $7.8 Million Debt Financing to Fuel HOPE Clinic Acquisitions ● Term sheet with Universal Capital, LLC to fund HOPE Therapeutics clinic acquisition strategy ● Funding tied to already-announced acquisitions, with additional tranches contemplated for further growth, subject |
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| May 21, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Reports First Quarter 2025 Financial Results and Provides Corporate Update ● Company has continued to advance its previously announced plan to obtain FDA approval for two new drugs and to develop a network of clinics focused on neuroplastic therapies to treat severe and suicidal depression, PTSD, and related conditions. Clinic acquisition financ |
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| May 21, 2025 |
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) May 15, 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 F |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38302 NRX PHARMAC |
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| May 15, 2025 |
Exhibit 10.6 Execution ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG HOPE THERAPEUTICS, INC., HTX MANAGEMENT COMPANY, LLC KADIMA NEUROPSYCHIATRY INSTITUTE, MEDICAL CORP., KADIMA HOLDINGS, INC. AND DAVID FEIFEL, M.D., PH.D. May 9, 2025 TABLE OF CONTENTS Page ARTICLE I SALE AND CONTRIBUTION OF ACQUIRED ASSETS 2 ARTICLE II CLOSING; CONDITIONS TO CLOSING 11 ARTICLE III REPRESENTATIONS AND WAR |
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| May 15, 2025 |
Exhibit 10.7 EXECUTION MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT dated as of March 29, 2025, by and among HOPE THERAPEUTICS, INC., HTX MANAGEMENT COMPANY LLC, DURA MEDICAL, LLC, and STEPHEN DURAND, CRNA, APRN i EXECUTION Page 1. PURCHASE AND SALE 1 1.1. Purchase and Sale; Contribution 1 1.2. Payments; Post-Closing Adjustments 2 1.3. Contingent Consideration Payment 5 1.4. Closing Del |
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| May 13, 2025 |
Exhibit 99.1 HOPE Therapeutics, Inc. and NRx Pharmaceuticals (NASDAQ:NRXP) Announce Signing of Definitive Agreement to Purchase Kadima Neuropsychiatry Institute; Foundational Acquisition for the HOPE Network of Interventional Psychiatry Clinics ● Kadima Neuropsychiatry Institute in La Jolla, CA expected to serve as clinical model for Hope treatment offerings nationwide ● Kadima is a leading invest |
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| May 13, 2025 |
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) May 13, 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 F |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| April 17, 2025 |
Financial Statements and Exhibits 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 |
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| April 17, 2025 |
NRx Pharmaceuticals, Inc. UP TO $20,000,000 COMMON STOCK Filed pursuant to Rule 424(b)(3) Registration No. 333-265492 Prospectus Supplement dated April 17, 2025 (to Prospectus Supplement dated August 14, 2024) (to Prospectus Supplement dated July 3, 2024) (to Prospectus Supplement dated April 15, 2024, as amended on April 15, 2024) (to Prospectus Supplement dated August 14, 2023) (to Prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. UP TO $20,00 |
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| March 21, 2025 |
Exhibit 99.2 |
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| March 21, 2025 |
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) March 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 |
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| March 21, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update ● Initiated filing of a New Drug Application (“NDA”) to the FDA for NRX-100 (IV Ketamine) for the treatment of Suicidal Depression; planned filing of an NDA for Accelerated Approval under Breakthrough Designation and Priority Review of NRX-101 for the treat |
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| March 14, 2025 |
NRx Pharmaceuticals, Inc. Securities Trading Policy Exhibit 19.1 NRX PHARMACEUTICALS, INC. SECURITIES TRADING POLICY MAY 2021 Purpose To describe the standards concerning the handling of non-public information relating to NRx Pharmaceuticals, Inc. and its subsidiaries, including NeuroRx, Inc. (collectively, the “Company”) and the buying and selling of securities of the Company. Persons Affected and Prohibited Transactions The general prohibitions o |
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| March 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3830 |
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| February 20, 2025 |
NRx Pharmaceuticals, Inc. 11,756,567 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File No. 333-265492 Prospectus Supplement (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 11,756,567 Shares of Common Stock This prospectus supplement relates to the resale from time to time of up to 11,756,567 shares of common stock, par value $0.001 per share (the “Common Stock”) of NRx Pharmaceuticals, Inc. (the “Co |
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| February 3, 2025 |
Exhibit 99.1 HOPE Therapeutics™, Inc. and NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Execute Agreement for $27 Million Funding Transaction for HOPE Clinic Acquisition ● $25 million investment in HOPE to consist of Series A (non-dilutive to NRx shareholders) convertible into 1/3 of fully diluted HOPE equity, with a 15% current preferred dividend (non-callable for 2 years) for planned HOPE clinic acqui |
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| February 3, 2025 |
Exhibit 10.2 SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2025, is made between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and JGS Holdings LLC, a Wyoming limited liability company (the “Investor”). Subject to the terms and conditions set forth in this Agre |
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| February 3, 2025 |
Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2025, is made between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and JGS Holdings LLC, a Wyoming limited liability company (the “Investor”). Subject to the terms and conditions set forth in this Agreement and purs |
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| February 3, 2025 |
Entry into a Material Definitive Agreement, Other Events 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) January 28, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| January 29, 2025 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 29, 2025 |
Exhibit 10.3 WAIVER AND CONSENT AGREEMENT This WAIVER AND CONSENT AGREEMENT (this “Waiver”) is made as of January 27, 2025 by and among NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the signatories to this Waiver (each a “Holder” and together, the “Holders”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the ap |
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| January 29, 2025 |
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) January 27, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| January 29, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 27, 2025, is by and among NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the buyers identified on the signature pages hereto (each, a “Buyer” and collectively, the “Buyers”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement a |
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| January 29, 2025 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 29, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Advances Relationship with Anson Funds with $8.9 Million Financing, Including Above the Market Equity and Senior Secured Debt ● This financing is expected to support filing of New Drug Applications for NRX-100 (ketamine) and NRX-101, and to support launch of HOPE Therapeutics ● Investment consists of $3.5 million in above the market equity and $ |
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| January 29, 2025 |
NRx Pharmaceuticals, Inc. 1,215,278 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File No. 333-265492 Prospectus Supplement (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 1,215,278 Shares of Common Stock We are offering directly to investors 1,215,278 shares of our common stock, par value $0.001 per share (“Common Stock”) pursuant to this prospectus supplement and the accompanying prospectus and a |
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| January 22, 2025 |
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) January 15, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| January 22, 2025 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) Regains Compliance With Nasdaq Minimum Market Value of Listed Securities Requirement ● Company received written notice from the Nasdaq Listing Qualifications Staff stating that the Company regained compliance with the applicable Nasdaq minimum market value of listed securities continued listing requirement ● Nasdaq stated that the matter is now |
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| January 14, 2025 |
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) January 7, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| January 10, 2025 |
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) January 6, 2025 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| January 10, 2025 |
Exhibit 99.1 HOPE Therapeutics™, Inc. and NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Announce Signing of Binding Term Sheet for $27 Million in Funding for HOPE Clinic Acquisitions and Pharmaceutical Operations ● Anticipated capital from funds managed by Smith & Sauer to augment potential bank-financing for acquisition of HOPE Therapeutics clinics and support NRx Pharmaceutical operations. ● Purchase |
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| January 10, 2025 |
Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC Exhibit 10.1 NRx Pharmaceuticals, Inc. 1201 Orange Street Wilmington, DE 19801 Binding Term Sheet Share Purchase Agreement January 5, 2025 The following is a summary of terms and conditions to be used as a basis for definitive agreements between NRx Pharmaceuticals, Inc., HOPE Therapeutics Inc. and JGS Holdings LLC, controlled by Dallas Sauer & Anita Nunes (Sauer Nunes). This term sheet contains a |
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| November 20, 2024 |
NRx Pharmaceuticals (NASDAQ:NRXP) Appoints Michael Abrams as Chief Financial Officer Exhibit 99.1 NRx Pharmaceuticals (NASDAQ:NRXP) Appoints Michael Abrams as Chief Financial Officer ● Industry veteran with extensive experience in key areas of focus ● Interim-CFO Richard Narido to focus on HOPE Therapeutics acquisition opportunities WILMINGTON, DE., November 18, 2024 – NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals”, the “Company”), a clinical-stage biopharmaceutic |
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| November 20, 2024 |
Employment Agreement between Michael Abrams and NRx Pharmaceuticals, Inc., dated November 18, 2024 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into by and between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Inc., and Michael Abrams (“Employee”) effective as of November 18, 2024 (the “Effective Date”). RECITALS: WHEREAS, subject to the terms and conditions hereinafter set forth, the Company wishes to employ Employee as |
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| November 20, 2024 |
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) November 18, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| November 15, 2024 |
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) November 14, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| November 15, 2024 |
Exhibit 99.1 NRx Pharmaceuticals (NASDAQ:NRXP) Reports Third Quarter and Year to Date 2024 Financial Results and Provides Business Update ● On track to file New Drug Applications (NDAs) for NRX-100 (IV Ketamine) in treating suicidal ideation in depression, including bipolar depression and NRX-101 (Oral D-Cycloserine/Lurasidone) for Accelerated Approval in bipolar depression with suicidality or aka |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| November 14, 2024 |
As filed with the Securities and Exchange Commission on November 14, 2024 As filed with the Securities and Exchange Commission on November 14, 2024 Registration No. |
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| November 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NRx Pharmaceuticals, Inc. |
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| October 31, 2024 |
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) October 30, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| October 31, 2024 |
Exhibit 99.1 HOPE Therapeutics, Inc. and NRx Pharmaceuticals, Inc. (Nasdaq:NRXP) Announce Signing of a Letter of Intent to Acquire its First Florida Interventional Psychiatry Clinics ● The clinics are located in favorable locations, are revenue generating and EBITDA positive ● Clinics offer a comprehensive range of mental health services ● Acquisition is expected to be immediately accretive to rev |
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| October 15, 2024 |
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) October 10, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| October 11, 2024 |
NRX PHARMACEUTICALS, INC. 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS October 8, 2024 Exhibit 99.1 NRX PHARMACEUTICALS, INC. 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS October 8, 2024 Transcript Steve Williard [00:00:01] Hello and welcome to the 2024 Annual Meeting of Stockholders of NRx Therapeutics, Inc. Please note that today’s Meeting is being recorded. However, no one attending this Meeting is permitted to use any audio recording device or otherwise record and distribute a re |
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| October 11, 2024 |
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) October 7, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy |
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| August 20, 2024 |
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) August 14, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| August 15, 2024 |
NRx Pharmaceuticals, Inc. 2,417,505 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File No. 333-265492 Prospectus Supplement (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 2,417,505 Shares of Common Stock This prospectus supplement relates to the resale from time to time of up to 2,417,505 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of NRx Pharmaceuticals, |
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| August 15, 2024 |
Exhibit 99.1 NRx Pharmaceuticals (NASDAQ:NRXP) Reports Second Quarter and Year to Date 2024 Financial Results and Provides Business Update ● Company is now funded for and focused on New Drug Applications (NDAs) for NRX-100 (ketamine) and NRX-101 ● Audit of HOPE Therapeutics is now complete, SEC filing of spinout this quarter Key Milestones ● Secured $10.8 - $16.3 million in convertible-debt fundin |
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| August 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) August 14, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| August 14, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 14, 2024 |
Amendment to the Second Amended and Restated Bylaws of NRX Pharmaceuticals, Inc. Exhibit 3.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS OF NRX PHARMACEUTICALS, INC. Approved by the Board of Directors on August 12, 2024 Article II, Section 2.7 of the Second Amended and Restated Bylaws (the “Bylaws”) of NRX Pharmaceuticals, Inc. (the “Corporation”) is hereby amended and restated, in its entirety, by the following: 2.7 Quorum. Unless otherwise provided by law, the Certif |
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| August 14, 2024 |
NRx Pharmaceuticals, Inc. Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-265492 Prospectus Supplement dated August 14, 2024 (to Prospectus dated June 21, 2022 and Prospectus Supplements dated August 14, 2023, as amended April 15, 2024 and July 3, 2024) NRx Pharmaceuticals, Inc. Common Stock This supplement is part of, and should be read in conjunction with, our prospectus supplement dated July 3, 2024, our prospectu |
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| August 14, 2024 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Announces Up to $16 Million Senior Secured Debt Financing from Anson Funds ● This financing is expected to support 2024 filing of New Drug Applications for NRX-100 (ketamine) and NRX-101 and to support launch of HOPE Therapeutics ● Streeterville Capital has agreed to a settlement of all claims to be paid from the proceeds of this financing RADNO |
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| August 14, 2024 |
Exhibit 10.3 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is entered into as of August [●], 2024 by and among, NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Converti |
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| August 14, 2024 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of August [●], 2024 (this “Agreement”), is among NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due fifteen (15) months following |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| August 14, 2024 |
Exhibit 10.6 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims (this “Agreement”), dated August 12, 2024 (the “Effective Date”), is entered into by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and NRx Pharmaceuticals, Inc., a Delaware corporation (“Company”). Each of Investor and Company is sometimes individually re |
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| August 14, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2024, between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit |
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| August 14, 2024 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August [●], 2024 between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purc |
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| August 14, 2024 |
-12-31 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) August 12, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Co |
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| August 14, 2024 |
Exhibit 10.5 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of August [●], 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of [●] in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the purchasers signatory |
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| August 14, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 12, 2024 |
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) August 6, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| July 5, 2024 |
NRx Pharmaceuticals, Inc. Up to $4,852,909 of Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-265492 Prospectus Supplement dated July 3, 2024 (to Prospectus Supplement dated August 14, 2023) NRx Pharmaceuticals, Inc. Up to $4,852,909 of Shares of Common Stock This supplement is part of, and should be read in conjunction with, our prospectus supplement dated August 14, 2023, as amended on April 15, 2024 (the “Prospectus Supplement”), and |
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| June 27, 2024 |
Termination of a Material Definitive Agreement, Other Events 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) June 21, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| June 20, 2024 |
Exhibit 99.1 NRx Pharmaceuticals (NASDAQ:NRXP) Appoints Neuroscience, Information Technology and Medical Technology Veteran to its Board of Directors ● Dr. Dennis McBride brings extensive experience in Neuroscience and its interface with Information and Medical Technology ● Retired at a rank that is the civilian equivalent of a senior flag officer from the United States Navy RADNOR, Pa., June 18, |
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| June 20, 2024 |
Financial Statements and Exhibits 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) June 13, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| May 23, 2024 |
Financial Statements and Exhibits, Other Events 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) May 21, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission F |
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| May 16, 2024 |
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) May 14, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission F |
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| May 16, 2024 |
Exhibit 99.1 NRx Pharmaceuticals (Nasdaq:NRXP) Reports First Quarter 2024 Financial Results and Provides Business Update 2024 Catalysts: Positive Clinical Data, Two Planned NDAs, Company Launch of Hope Therapeutics; FDA QIDP award in cUTI and New Schizophrenia Opportunity · Executed Term Sheet from an institutional investor for an initial $7.5 million note, subject to common closing requirements, |
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| May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| April 30, 2024 |
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 24, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| April 30, 2024 |
Exhibit 99.2 NRx Pharmaceuticals (Nasdaq:NRXP) Announces Promising Findings in Phase 2b/3 Clinical Trial of NRX-101 vs. Lurasidone for Treatment of Suicidal Bipolar Depression · NRX-101 is first oral antidepressant to show 33% advantage in sustained remission in suicidality (not statistically significant at this sample size) and 75% advantage in relief from Akathisia relative to lurasidone - never |
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| April 30, 2024 |
HANSEN BLACK ANDERSON ASHCRAFT PLLC April 23, 2024 Exhibit 99.1 HANSEN BLACK ANDERSON ASHCRAFT PLLC April 23, 2024 Via Electronic Mail Douglas C. Boggs DLA Piper LLP (US) 500 Eighth Street, NW Washington, DC 20004 Email: With a copy to: NRX Pharmaceuticals, Inc. Attn: Jonathan C. Javitt and Pat Flynn 1201 North Market Street, Suite 111 Wilmington, Delaware 19801 Email: Re: Notice of Acceleration Dear Mr. Boggs: This law firm represents and writes |
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| April 29, 2024 |
NRx Pharmaceuticals, Inc. Code of Conduct Exhibit 14.1 NRX PHARMACEUTICALS, INC. BUSINESS CODE OF CONDUCT AND ANTI-CORRUPTION POLICY This policy sets forth the statement of policies and procedures regarding NRX Pharmaceuticals, Inc. and its subsidiaries’ (collectively, the “Company”) adherence to the United States Foreign Corrupt Practices Act (the “FCPA”), the OECD Convention on Combating Bribery of Foreign Public Officials in Internatio |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| April 19, 2024 |
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, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| April 19, 2024 |
NRx Pharmaceuticals, Inc. Announces Proposed Underwritten Public Offering of Common Stock Exhibit 99.1 NRx Pharmaceuticals, Inc. Announces Proposed Underwritten Public Offering of Common Stock RADNOR, Pa., April 17, 2024 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP)(“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced that it intends to offer to sell shares of its common stock in an underwritten public offering. All of the share |
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| April 19, 2024 |
Form of Underwriter’s Warrant between NRx Pharmaceuticals, Inc. issued April 19, 2024. Exhibit 4.1 Form of Representative’s Warrant Agreement NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR S |
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| April 19, 2024 |
607,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration File No. 333-265492 Prospectus Supplement (To Prospectus dated June 21, 2022) 607,000 Shares of Common Stock We are offering 607,000 shares of our common stock, par value, $0.001 per share, in this offering. The public offering price of each share of common stock is $3.30. Our common stock and our public warrants (the “Public Warrants”) are listed on t |
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| April 19, 2024 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NRX Pharmaceuticals, Inc. and EF HUTTON LLC as Representative of the Several Underwriters NRX Pharmaceuticals, Inc. UNDERWRITING AGREEMENT New York, New York April 18, 2024 EF Hutton LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The unders |
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| April 19, 2024 |
Exhibit 99.2 NRx Pharmaceuticals, Inc. Announces Pricing of $2.0 Million Underwritten Public Offering of Common Stock RADNOR, Pa., April 18, 2024 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced the pricing of its underwritten public offering of shares of its common stock at a public offer |
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| April 18, 2024 |
Subject to completion, dated April 18, 2024 Filed Pursuant to Rule 424(b)(5) Registration File No. 333-265492 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus |
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| April 15, 2024 |
NRx Pharmaceuticals, Inc. Up to $4,852,909 of Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-265492 PROSPECTUS SUPPLEMENT dated April 15, 2024 (to Prospectus Supplement dated August 14, 2023) NRx Pharmaceuticals, Inc. Up to $4,852,909 of Shares of Common Stock This prospectus supplement supplements the prospectus supplement dated August 14, 2023 (the “Prospectus Supplement”) and the accompanying prospectus thereto dated June 21, 2022 ( |
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| April 15, 2024 |
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 15, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| April 15, 2024 |
NRx Pharmaceuticals, Inc. Up to $4,852,909 of Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-265492 Amendment No. 1 dated April 15, 2024 to Prospectus Supplement dated April 15, 2024 (to Prospectus Supplement dated August 14, 2023) NRx Pharmaceuticals, Inc. Up to $4,852,909 of Shares of Common Stock This Amendment No. 1 (this “Amendment”) amends our prospectus supplement dated April 15, 2024 (the “Original Prospectus Supplement”) to co |
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| April 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 1, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| April 2, 2024 |
Exhibit 99.1 NRx Pharmaceuticals (Nasdaq:NRXP) Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update Four potential near-term milestones, including data from two clinical trials, an NDA filing and an upcoming share dividend - 50% reduction in corporate overhead and 25% reduction in overall net loss in 2023, compared to 2024 with $0.20 per share improvement in neg |
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| March 29, 2024 |
Exhibit 10.64 Execution Version FIRST AMENDMENT OF EXCLUSIVE, GLOBAL DEVELOPMENT, SUPPLY, MARKETING & LICENSE AGREEMENT This First Amendment of Development and License Agreement (this “Amendment”) is entered into as of February 7, 2024 by and between NeuroRx, Inc., a Delaware corporation that is a wholly owned subsidiary of NRx Pharmaceuticals, Inc. and NRx Pharmaceuticals, Inc. (collectively, “NR |
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| March 29, 2024 |
Exhibit 10.60 CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is entered into and effective as of the date it has been fully executed and dated below (“Effective Date”) by GEM Yield Bahamas Limited and GEM Global Yield LLC SCS (collectively “GEM”) on the one hand, and NeuroRx, Inc. and NRx Pharmaceuticals, Inc. (collectively “NeuroRx”) |
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| March 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3830 |
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| March 29, 2024 |
NRx Pharmaceuticals, Inc. Compensation Recovery Policy Exhibit 97.1 NRX PHARMACEUTICALS, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of NRx Pharmaceuticals, Inc. (the “Company”) is hereby adopted as of November 20, 2023, in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1.Recovery Requirement Subject to Section |
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| March 29, 2024 |
Form of Common Stock Purchase Warrant Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 29, 2024 |
Exhibit 4.8 DESCRIPTION OF CAPITAL STOCK General The following description summarizes some of the terms of the Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Second Amended and Restated Bylaws (the “Bylaws”) of NRx Pharmaceuticals, Inc. (“we,” “us” or the “Company”) and of the Delaware General Corporation Law (“DGCL”). This description is summarized from, and qual |
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| March 29, 2024 |
Form of Securities Purchase Agreement, dated February 29, 2024 Exhibit 10.66 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 29, 2024, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor”). Subject to the terms and conditions set forth in this Agreement and pursuant |
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| March 29, 2024 |
FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (this “Amendment”) is entered into by and between NRx Pharmaceuticals, Inc. |
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| March 28, 2024 |
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) March 28, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| March 28, 2024 |
Exhibit 99.1 NRx Pharmaceuticals Announces Reverse Stock Split to Maintain Nasdaq Listing Common Stock Will Begin Trading on Split-Adjusted Basis on April 2, 2024 RADNOR, Pa., March 28, 2024 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals”, the “Company”), a clinical-stage biopharmaceutical company, today announced that it intends to effect a reverse stock split of it |
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| March 28, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF Second AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NRx Pharmaceuticals, INC. NRx Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Certificate of Incorporation of the Corporation (the “Original Certificate”) was |
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| March 21, 2024 |
NRx Pharmaceuticals Announces Results of the Vote Held During the Special Meeting of Shareholders Exhibit 99.1 NRx Pharmaceuticals Announces Results of the Vote Held During the Special Meeting of Shareholders ● 61.4% (56,781,354) of eligible shares voted ● 94.4% of votes were cast in favor of the resolution RADNOR, Pa., March 21, 2024 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals”, the “Company”), a clinical-stage biopharmaceutical company, today announced the r |
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| March 21, 2024 |
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) March 21, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy |
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| March 11, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☒ |
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| March 6, 2024 |
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) March 5, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| February 28, 2024 |
Exhibit 99.2 CORRECTION FROM SOURCE: NRx Pharmaceuticals, Inc. Announces Pricing of $1.5 Million Underwritten Public Offering of Common Stock Correction removes language inadvertently included in headline and body of original press release. RADNOR, Pa., Feb. 27, 2024 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), ("NRx Pharmaceuticals" or the "Company"), a clinical-stage biopharmaceutica |
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| February 28, 2024 |
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) February 27, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| February 28, 2024 |
NRx Pharmaceuticals, Inc. Announces Proposed Underwritten Public Offering of Common Stock Exhibit 99.1 NRx Pharmaceuticals, Inc. Announces Proposed Underwritten Public Offering of Common Stock RADNOR, Pa., Feb. 26, 2024 (GLOBE NEWSWIRE) – NRx Pharmaceuticals, Inc. (Nasdaq: NRXP)(“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced that it intends to offer to sell shares of its common stock in an underwritten public offering of a limited n |
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| February 28, 2024 |
5,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration File No. 333-265492 Prospectus Supplement (To Prospectus dated June 21, 2022) 5,000,000 Shares of Common Stock We are offering 5,000,000 shares of our common stock, par value, $0.001 per share in this offering. The public offering price of each share of common stock is $0.30. Our common stock and our public warrants (the “Public Warrants”) are listed o |
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| February 28, 2024 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NRX Pharmaceuticals, Inc. and EF HUTTON LLC as Representative of the Several Underwriters NRX Pharmaceuticals, Inc. UNDERWRITING AGREEMENT New York, New York February 27, 2024 EF Hutton LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The und |
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| February 28, 2024 |
Exhibit 4.1 Form of Representative’s Warrant Agreement NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR S |
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| February 26, 2024 |
Subject to completion, dated February 26, 2024 Filed Pursuant to Rule 424(b)(5) Registration File No. 333-265492 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus |
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| February 14, 2024 |
Exhibit 10.1 AMENDMENT #3 TO CONVERTIBLE PROMISSORY NOTE This Amendment #3 to Convertible Promissory Note (this “Amendment”) is entered into as of February 9, 2024, by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Lender”), and NRX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the mean |
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| February 14, 2024 |
Exhibit 99.1 NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) Announces Advance of $5 Million Milestone Payment from Partners Alvogen, Inc. and Lotus Pharmaceutical Co. Ltd. (1975.TW) · Companies continue to work collaboratively to advance NRX-101 through registrational trials · NRx remains eligible for an additional $324 million in development and sales milestones, as well as tiered double-digit royaltie |
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| February 14, 2024 |
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) February 9, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| February 14, 2024 |
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) February 7, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| February 2, 2024 |
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) February 1, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| January 23, 2024 |
NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) Announces Receipt of Positive Nasdaq Listing Determination Exhibit 99.1 NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) Announces Receipt of Positive Nasdaq Listing Determination RADNOR, Pa., January 17, 2024 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx” or the “Company”), a clinical-stage biopharmaceutical company developing therapies for suicidal depression, chronic pain, and PTSD, today announced that on January 16, 2024, the Company was noti |
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| January 23, 2024 |
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) January 16, 2024 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| December 29, 2023 |
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) December 28, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy |
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| December 29, 2023 |
First Amendment to NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan Exhibit 10.1 FIRST AMENDMENT TO NRX PHARMACEUTICALS, INC. 2021 OMNIBUS INCENTIVE PLAN This FIRST AMENDMENT TO NRX PHARMACEUTICALS, INC. 2021 OMNIBUS INCENTIVE PLAN (this “Amendment”), effective as of December 28, 2023, is made and entered into by NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defin |
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| December 21, 2023 |
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) December 19, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| November 22, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☒ |
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| November 22, 2023 |
Letter from KPMG LLP to the Securities and Exchange Commission dated November 21, 2023 Exhibit 16.1 KPMG LLP New Jersey Headquarters 51 John F. Kennedy Parkway Short Hills, NJ 07078-2702 November 21, 2023 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for NRX Pharmaceuticals, Inc. and subsidiaries (the Company) and, under the date of March 31, 2023, we reported on the consolidated financial statements of the C |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 15, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of inco |
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| November 21, 2023 |
Changes in Registrant's Certifying Accountant 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) November 15, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2023 |
Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of March , 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NRX Pharmaceuticals, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given |
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| November 14, 2023 |
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) November 13, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2023 |
Exhibit 99.1 NRx Pharmaceuticals Reports Third Quarter 2023 Financial Results and Provides Business Update Four near-term milestones, including initiation of potential spinout initiatives expected in 2023/early 2024 · Completing enrollment of the originally-targeted 70 patients in the Phase 2b/3 trial of NRX-101 in Treatment Resistant Bipolar Depression; enrollment to continue through November to |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| October 23, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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) October 17, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissi |
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| September 14, 2023 |
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) September 11, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commis |
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| September 14, 2023 |
Exhibit 10.1 CLIENT AGREEMENT This Client Agreement (the “Agreement”) entered into as of August 31, 2023 (the “Effective Date”) is a binding contract between NRx Pharmaceuticals, Inc and its affiliates (“you” or “your”) and LS Associates, a division of LifeSci Advisors, LLC (the “Company,” “we,” or “us”). Please read it carefully and, if you agree to and accept all of its terms and conditions, sig |
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| September 14, 2023 |
Exhibit 99.1 NRx Pharmaceuticals Announces Agreement with LifeSci Associates to Provide Financial Services and Support · Industry veteran Richard Narido joins the NRx Pharmaceuticals management team RADNOR, Pa., September 14, 2023 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) ("NRx Pharmaceuticals" or the "Company"), a clinical-stage biopharmaceutical company, today announced that |
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| September 1, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August [ ], 2023, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set fort |
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| September 1, 2023 |
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) September 1, 2023 (August 28, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incor |
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| September 1, 2023 |
Certificate of Designation of Series A Convertible Preferred Stock Exhibit 3.1 NRX PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW NRX PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify |
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| September 1, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| September 1, 2023 |
NRx Pharmaceuticals Announces Definitive Purchase Agreement for Preferred Shares at $0.40 per share Exhibit 99.1 NRx Pharmaceuticals Announces Definitive Purchase Agreement for Preferred Shares at $0.40 per share · NRx Pharmaceuticals received approximately $1.2 million in cash from existing investors · Preferred shares to sold at $0.40; shares convert to one common share and one common warrant ($0.40/ strike) after six months · Share purchase will assist the Company in development of NRX-101 in |
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| August 31, 2023 |
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) August 31, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| August 31, 2023 |
NRx Pharmaceuticals, Inc. 675,676 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration File No. 333-265492 Prospectus Supplement (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 675,676 Shares of Common Stock This prospectus supplement relates solely to the proposed resale from time to time of up to an aggregate of 675,676 shares (the “Settlement Shares”) of common stock, par value $0.001 per share (the “ |
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| August 14, 2023 |
Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of March , 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NRX Pharmaceuticals, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| August 14, 2023 |
NRx Pharmaceuticals, Inc. Up to $2,000,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration File No. 333-265492 Prospectus Supplement (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. Up to $2,000,000 Common Stock This prospectus supplement relates to the sale of shares of common stock, par value $0.01 per share (the “Common Stock”) pursuant to the market offering agreement (the “ATM Agreement”) with H.C. Wainw |
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| August 14, 2023 |
Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 14, 2023 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: NRX Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms |
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| August 14, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) August 14, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| July 28, 2023 |
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) July 7, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission F |
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| July 28, 2023 |
Exhibit 10.1 AMENDMENT #2 TO CONVERTIBLE PROMISSORY NOTE This Amendment #2 to Convertible Promissory Note (this “Amendment”) is entered into as of July 7, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NRX Pharmaceuticals, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings |
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| June 8, 2023 |
NRx Pharmaceuticals, Inc. 9,670,002 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration File No. 333-265492 Prospectus Supplement dated June 6, 2023 (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 9,670,002 Shares of Common Stock This prospectus supplement relates to the issuance and sale of 9,670,002 shares of our Common Stock, par value $0.001 per share (“Common Stock”) of NRx Pharmaceuticals, Inc. (“Co |
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| June 7, 2023 |
Exhibit 10.2 LOCK-UP AGREEMENT June 6, 2023 Re: Securities Purchase Agreement, dated as of June 6, 2023 (the “Purchase Agreement”), between NRX Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the |
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| June 7, 2023 |
Form of Warrant Amendment Agreement Exhibit 4.2 June 6, 2023 Holder of the Preferred Investment Options to Purchase Common Stock set forth on Exhibit A attached hereto Re: Amendment to Existing Preferred Investment Options Dear Holder: Reference is hereby made to the registered offering on or about the date hereof (the “Offering”) by NRX Pharmaceuticals, Inc. (the “Company”) of its common stock, par value $0.001 per share (“Common S |
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| June 7, 2023 |
NRx Pharmaceuticals Announces $6.28 Million Registered Direct Offering Exhibit 99.1 NRx Pharmaceuticals Announces $6.28 Million Registered Direct Offering RADNOR, Pa., June 6, 2023 /PRNewswire/ — NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced that it has entered into definitive agreements for the purchase and sale of 9,670,002 shares of common stock at a purchase price of |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorpo |
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| June 7, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 7, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2023, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| June 6, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 6, 2023 |
NRx Pharmaceuticals Announces $6.28 Million Registered Direct Offering Exhibit 99.1 NRx Pharmaceuticals Announces $6.28 Million Registered Direct Offering RADNOR, Pa., June 6, 2023 /PRNewswire/ — NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced that it has entered into definitive agreements for the purchase and sale of 9,670,002 shares of common stock at a purchase price of |
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| June 6, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2023, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| June 6, 2023 |
Form of Warrant Amendment Agreement Exhibit 4.2 June 6, 2023 Holder of the Preferred Investment Options to Purchase Common Stock set forth on Exhibit A attached hereto Re: Amendment to Existing Preferred Investment Options Dear Holder: Reference is hereby made to the registered offering on or about the date hereof (the “Offering”) by NRX Pharmaceuticals, Inc. (the “Company”) of its common stock, par value $0.001 per share (“Common S |
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| June 6, 2023 |
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): June 6, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| June 6, 2023 |
Exhibit 10.2 LOCK-UP AGREEMENT June 6, 2023 Re: Securities Purchase Agreement, dated as of June 6, 2023 (the “Purchase Agreement”), between NRX Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the |
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| June 5, 2023 |
Exhibit 99.1 NRx Pharmaceuticals, Lotus Pharmaceuticals and Alvogen Inc. Announce Collaboration to Develop and Commercialize NRX-101 - NRx Pharmaceuticals, Lotus Pharmaceuticals, and Alvogen to collaborate on the further development and commercialization of NRX-101 for suicidal treatment-resistant bipolar depression (S-TRBD) for global markets - Lotus Pharmaceuticals will acquire worldwide rights |
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| June 5, 2023 |
Development and License Agreement, dated as of June 2, 2023, by and among the Company and Alvogen.* Exhibit 10.1 Execution Version [*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXCLUSIVE, GLOBAL - DEVELOPMENT, SUPPLY, MARKETING & LICENSE AGREEMENT by and between NeuroRx, Inc., and NRx Pharmaceuticals, Inc. on the one hand and ALVOGEN, INC., ALVOGEN PHARMA US, INC., and LOTUS PH |
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| June 5, 2023 |
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): June 5, 2023 (June 2, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporatio |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38 |
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| May 15, 2023 |
Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of March , 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NRX Pharmaceuticals, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| May 1, 2023 |
Exhibit 10.54 SETTLEMENT AGREEMENT This Settlement Agreement (including Exhibit A) (this “Settlement Agreement”) is made and entered into as of this 12th day of November, 2022 (the “Execution Date”), by and between Relief Therapeutics Holding AG and Relief Therapeutics International SA (together, "Relief"), on the one hand, and NEURORX, INC. ("NeuroRx") and NRX PHARMACEUTICALS, INC. ("NRx," and to |
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| May 1, 2023 |
Exhibit 10.55 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of November 12, 2022 (the "Execution Date"), by and between NRx Pharmaceuticals, Inc., a Delaware corporation ("NRx Pharma"), and its wholly-owned subsidiary, NeuroRx, Inc., a Delaware corporation ("NeuroRx", and collectively with NRx Pharma, "NRx"), on the one hand, and RELIEF THERA |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38 |
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| April 21, 2023 |
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 21, 2023 (April 18, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorpora |
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| March 31, 2023 |
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): March 31, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3830 |
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| March 31, 2023 |
FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (this “Amendment”) is entered into by and between NRx Pharmaceuticals, Inc. |
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| March 31, 2023 |
Exhibit 99.1 NRx Pharmaceuticals Reports Full Year 2022 Financial Results and Provides Business Update · Over the past 12 months, the Company reinitiated its psychiatry development program post pandemic, transferred manufacturing of NRX-101 to the US, and initiated a clinical trial in suicidal treatment-resistant bipolar depression, which was recently reviewed by the independent Data Safety Monito |
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| March 14, 2023 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT nrx pharmaceuticals, inc. Warrant Shares: [ ] Initial Exercise Date: September 9, 2023 Issue Date: March 9, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set f |
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| March 14, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265492 Amendment No. 1 dated March 14, 2023 to the Prospectus Supplement dated March 8, 2023 (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 3,866,666 Shares of Common Stock Common Warrants to Purchase up to 3,866,666 Shares of Common Stock Shares of Common Stock underlying the Warrants This prospectus supplem |
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| March 14, 2023 |
NRx Pharmaceuticals Announces Close of $2.9 Million Registered Direct Offering EX-99.1 5 tm239495d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NRx Pharmaceuticals Announces Close of $2.9 Million Registered Direct Offering · NRx Pharmaceuticals received approximately $2.9 million in cash from existing investors. · Offering will assist the Company to initiate its National Treatment Protocol and Safety Database for NRX-101 for Treatment-Resistant Bipolar Depression with Risk of Self H |
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| March 14, 2023 |
Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2023 between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 (March 9, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other juris |
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| March 13, 2023 |
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): March 13, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| March 10, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265492 PROSPECTUS SUPPLEMENT (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. 3,766,666 Shares of Common Stock Common Warrants to Purchase up to 3,766,666 Shares of Common Stock Shares of Common Stock underlying the Warrants This prospectus supplement relates to the issuance and sale of 3,766,666 shares of our |
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| March 9, 2023 |
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): March 9, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| March 9, 2023 |
NRx Pharmaceuticals Announces Close of $2.9 Million Registered Direct Offering Exhibit 99.1 NRx Pharmaceuticals Announces Close of $2.9 Million Registered Direct Offering · NRx Pharmaceuticals received approximately $2.9 million in cash from existing investors. · Offering will assist the Company to initiate its National Treatment Protocol and Safety Database for NRX-101 for Treatment-Resistant Bipolar Depression with Risk of Self Harm. RADNOR, Pa., March 9, 2023 /PRNewswire/ |
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| March 9, 2023 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT nrx pharmaceuticals, inc. Warrant Shares: [ ] Initial Exercise Date: September 9, 2023 Issue Date: March 9, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set f |
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| March 9, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2023 between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms |
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| March 3, 2023 |
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): March 3, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| February 24, 2023 |
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): February 24, 2023 (February 17, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of in |
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| February 23, 2023 |
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): February 23, 2023 (February 16, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of in |
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| February 13, 2023 |
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): February 13, 2023 (February 13, 2023) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of in |
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| February 13, 2023 |
EX-99.1 2 eh230329934ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 NRx Pharmaceuticals Reports Minutes of Recent U.S. Food and Drug Administration (FDA) Meeting on the Development of NRX-101 to Treat Severe Bipolar Depression in Patients with Suicidality · FDA discussed a broader indication of “treatment of recently acutely suicidal patients” with Bipolar Depression. o This broader indication does not requ |
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| February 2, 2023 |
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): February 2, 2023 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commiss |
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| January 10, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 23, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 2, 2022 |
NRx Pharmaceuticals, Inc. $20 million of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265492 PROSPECTUS SUPPLEMENT (To prospectus dated June 21, 2022) NRx Pharmaceuticals, Inc. $20 million of Common Stock We are offering an aggregate of up to $20 million of our common stock, par value $0.001 per share (the “Common Stock”) pursuant to a Securities Purchase Agreement, dated November 4, 2022 (the “Purchase Agree |
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| November 14, 2022 |
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): November 14, 2022 (November 12, 2022) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of in |
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| November 14, 2022 |
EXHIBIT 99.1 Ad hoc announcement pursuant to Art. 53 LR Relief Therapeutics Holding SA and NRx Pharmaceuticals, Inc. Announce Execution of Definitive Settlement Agreements Geneva, Switzerland and Radnor, Pennsylvania, November 14, 2022 ? RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTD) ("Relief"), and NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) ("NRx Pharmaceuticals"), today announced t |
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| November 14, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 14, 2022 |
NRx Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Business Update EXHIBIT 99.2 NRx Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Business Update ? Completed a technology transfer, submitted a new manufacturing file to the United States (?U.S.?) Food and Drug Administration (?FDA?), and released new drug produced with processes designed to support commercial-stage manufacturing of a Phase 3 investigational drug ? On track to report dat |
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| November 14, 2022 |
Exhibit 10.1 ? EXECUTIVE EMPLOYMENT AGREEMENT ? This Executive Employment Agreement (this ?Agreement?) is made and entered into by and between NRx Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and Stephen Willard (?Executive?) effective as of July 12, 2022 (the ?Effective Date?). ? RECITALS: ? WHEREAS, subject to the terms and conditions hereinafter set forth, the Company wishes t |
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| November 9, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 4, 2022, is entered into by and between NRX PHARMACEUTICALS, INC., a Delaware corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and deliverin |
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| November 9, 2022 |
Exhibit 10.3 GUARANTY THIS GUARANTY, made effective as of November 4, 2022, is given by NeuroRx, Inc., a Delaware corporation (“Guarantor”), for the benefit of Streeterville Capital, LLC, and its successors, transferees, and assigns (collectively “Lender”). PURPOSE A. NRX Pharmaceuticals, Inc., a Delaware corporation and parent of Guarantor (“Borrower”), has issued to Lender |
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| November 9, 2022 |
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): November 9, 2022 (November 4, 2022) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of inco |
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| November 9, 2022 |
Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE November 4, 2022 U.S. $11,020,000.00 FOR VALUE RECEIVED, NRX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), promises to pay to STREETERVILLE CAPITAL, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $11,020,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen |
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| November 9, 2022 |
Exhibit 99.1 November 7, 2022 NRx Pharmaceuticals Closes $11 Million Unsecured Debt Financing RADNOR, Pa., Nov. 7, 2022 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) ("NRx Pharmaceuticals" or the "Company"), a clinical-stage CNS biopharmaceutical company, today announced that it has obtained approximately $11 million in unsecured debt financing (the "Note") from Streeterville Capital, LL |
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| September 13, 2022 |
NRXP / NRX Pharmaceuticals, Inc. / Javitt Daniel C. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NRX Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 629444 100 (CUSIP Number) Daniel C. Javitt c/o Glytech, LLC 800 Park Avenue, Suite 1803 Fort Lee, NJ 07024 13473912793 (Name, Address and Te |
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| August 22, 2022 |
Financial Statements and Exhibits, Other Events 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) August 22, 2022 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commissio |
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| August 22, 2022 |
EXHIBIT 99.1 Release of an ad hoc announcement pursuant to Art. 53 LR RELIEF THERAPEUTICS HOLDING SA AND NRX PHARMACEUTICALS, INC. ANNOUNCE TENTATIVE SETTLEMENT OF PENDING LITIGATION Geneva, Switzerland and Radnor, Pennsylvania, August 22, 2022 ? RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) ("Relief"), and NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) ("NRx"), today announced that the |
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| August 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 15, 2022 |
? Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT ? This Executive Employment Agreement (this ?Agreement?) is made and entered into by and between NRx Pharmaceuticals, Inc., a Delaware corporation (the ?Company?) and Seth Van Voorhees (?Executive?) effective as of June 13, 2022. ? RECITALS: ? WHEREAS, subject to the terms and conditions hereinafter set forth, the Company wishes to employ Executive as |
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| August 12, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 12, 2022 |
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) August 12, 2022 (August 10, 2022) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorpo |
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| August 12, 2022 |
Statement of Work, dated July 26, 2021, between Pilltracker Ltd. and NeuroRx, Inc. ? Exhibit 10.1 STATEMENT OF WORK For Clinical Trial Support This Statement of Work (?SOW?) is entered into on July 26, 2021, pursuant to a Master Services Agreement dated April 1, 2020, (the ?MSA?) between NeuroRx, Inc., now a wholly-owned subsidiary of NRx Pharmaceuticals, Inc. (?NRx?), and PillTracker Ltd. (?PillTracker?) The terms and conditions of the MSA are incorporated into this Statement o |
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| August 12, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 28, 2022 |
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) July 28, 2022 (July 22, 2022) NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporati |
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| July 25, 2022 |
PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(7) (to prospectus dated June 13, 2022) Registration No. 333-264201 NRX Pharmaceuticals, Inc. Prospectus Supplement No. 1 dated July 25, 2022 to the Prospectus (the “Prospectus”) dated June 13, 2022, of NRx Pharmaceuticals, Inc. (the “Company”), included in Registration Statement on Form S-3, Registration No. 333-264201 ) This prospectus sup |
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| July 21, 2022 |
Submission of Matters to a Vote of Security Holders 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) July 18, 2022 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| July 15, 2022 |
EXHIBIT 99.1 NRx Pharmaceuticals Announces the Appointment of Stephen Willard, Chief Executive Officer and Director ? Extensive experience in Law, Finance, and Management of Public and Private Biotechnology Companies ? Proven track record of creating value for shareholders ? National Science Board Presidential Appointee, 2018-2024 ? Former roles at Federal Deposit Insurance Corporation (FDIC) and |
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| July 15, 2022 |
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) July 12, 2022 NRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38302 82-2844431 (State or other jurisdiction of incorporation) (Commission |
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| June 21, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by |
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| June 17, 2022 |
NRXP / NRX Pharmaceuticals, Inc. / Javitt Jonathan C Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)1 NRX Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 629444 100 (CUSIP Number) Jonathan C |
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| June 16, 2022 |
NRx Pharmaceuticals, Inc. 1201 N. Market Street Suite 111 Wilmington, Delaware 19801 June 16, 2022 NRx Pharmaceuticals, Inc. 1201 N. Market Street Suite 111 Wilmington, Delaware 19801 June 16, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Crawford NRX Pharmaceuticals, Inc. Registration Statement on Form S-3 (File No. 333-265492) Dear Mr. Crawford: Pursuant to Rule 461 of the Securities Act of 193 |
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| June 16, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| June 14, 2022 |
As filed with the Securities and Exchange Commission on June 14, 2022 ? As filed with the Securities and Exchange Commission on June 14, 2022 Registration No. |
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| June 13, 2022 |
United States securities and exchange commission logo June 13, 2022 Alessandra Daigneault, Esq. |
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| June 13, 2022 |
NRX Pharmaceuticals, Inc. 58,103,658 Shares of Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ? Registration No. 333-264201? PROSPECTUS NRX Pharmaceuticals, Inc. 58,103,658 Shares of Common Stock This prospectus relates to the primary issuance by NRX Pharmaceuticals, Inc. (?we,? ?us,? ?our,? ?NRx? or the ?Company?) of up to 14,665,850 shares of common stock, par value $0.001 per share (the ?Common Stock?) and the resale of up to 43,437,8 |
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| June 9, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NRx Pharmaceuticals, Inc. |
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| June 9, 2022 |
Form S-3 (File No. 333-265492) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 8, 2022 Registration No. |
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| June 8, 2022 |
PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 20, 2022) Registration No. 333-264201 NRX Pharmaceuticals, Inc. 7,824,727 Shares of Common Stock 8,215,963 Shares of Common Stock Issuable Upon Exercise of Investment Options This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 20, 2022 (the |
