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)

(484) 254-6134  

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

On April 18, 2024, NRx Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC (the “Representative”), as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 607,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). The public offering price for each share of Common Stock was $3.30 and the Underwriters purchased the shares of Common Stock pursuant to the Underwriting Agreement at a price for each share of Common Stock of $3.003. Pursuant to the Underwriting Agreement, the Company also granted the Representative a 45-day option (the “Over-Allotment Option Period”) to purchase up to an additional 91,050 shares (the “Option Shares”) of Common Stock on the same terms as the Shares sold in the Offering (the “Over-Allotment Option”). On April 19, 2024, the Offering closed (the “Closing Date”).

Aggregate gross proceeds from the Offering were approximately $2.0 million, before deducting underwriting discounts and commissions and estimated expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including its plan to initiate a national treatment protocol and safety database. The Company may also use the proceeds from this offering to repay the Convertible Promissory Note initially issued to Streeterville Capital, LLC in November 2022.

The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors and executive officers have entered into agreements with the Representative that generally prohibit, without the prior written consent of the Representative, the sale, transfer or other disposition of securities of the Company for a period commencing on the date of such agreements and ending on the date that is the earlier of the Representative’s full exercise of the Over-Allotment Option or 45 days after the Closing Date. The Company has also agreed for a period of 90 days from the Closing Date, and continuing and including the date that is the earlier of the Representative’s full exercise of the Over-allotment Option or 45 days after the Closing Date (the “Continuous Offering Lockup Period”), directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company. The Company, on behalf of itself and any successor entity, further agreed that, if following conclusion of the Continuous Offering Lockup Period through 90 days after the Closing Date it sells over $500,000 of its Common Stock on any one business day under its At The Market Offering Agreement with H.C. Wainwright & Co., LLC dated as of August 14, 2023, to pay the Representative a cash fee equal to 2% of such daily gross proceeds within two business days of the Company’s receipt of the proceeds therefrom.

Pursuant to the Underwriting Agreement, the Company agreed to issue to the Representative in connection with the Offering, a warrant to purchase up to a number of shares of Common Stock representing 5.0% of the Shares and any Option Shares sold, at an initial exercise price of $3.63 per share, subject to certain adjustments (the “Underwriter’s Warrant”). On April 19, 2024, the Company issued to the Representative the Underwriter’s Warrant to purchase up to 30,350 shares of Common Stock (the “Underwriter Warrant Shares”). In the event that the Over-Allotment Option is exercised in full, the Company will issue to the Representative an additional Underwriter’s Warrant to purchase up to 4,553 shares of Common Stock. The Underwriter’s Warrant is exercisable six months following the date of the Underwriting Agreement and terminates on the five-year anniversary of the date of the Underwriting Agreement.

The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-265492), as amended, previously filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2022, and declared effective on June 21, 2022, a base prospectus dated June 21, 2022, and a prospectus supplement dated April 18, 2024.

The legal opinion, including the related consent, of Disclosure Law Group, a professional corporation, relating to the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.

The information contained in Item 1.01 of this Current Report on Form 8-K as related to the Underwriter’s Warrant, is incorporated herein by reference. Neither the issuance of the Underwriter’s Warrant or the Underwriter Warrant Shares issuable upon the exercise of the Underwriter’s Warrant, were registered under the Securities Act or any state securities laws. The issuance of the Underwriter’s Warrant was, and the Underwriter Warrant Shares will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

On April 17, 2024, the Company issued a press release announcing the launch of the Offering. On April 18, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATTACHMENTS / EXHIBITS

EXHIBIT 1.1

EXHIBIT 4.1

EXHIBIT 5.1

EXHIBIT 99.1

EXHIBIT 99.2

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