RADNOR, Pa., Feb. 27, 2024 — 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 (or pre-funded warrants in lieu thereof) at a public offering price of $0.30 per share, for aggregate gross proceeds of approximately $1,500,000 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock (or pre-funded warrants in lieu thereof) at the public offering price per share, less the underwriting discounts to cover over-allotments, if any. The offering is expected to close on February 28, 2024, subject to satisfaction of customary closing conditions.
EF Hutton LLC is acting as the sole book-runner for the offering.
In parallel, the company has received a commitment from an existing investor to invest $1,000,000 on the same terms, to be concluded separately.
NRx Pharmaceuticals intends to use the net proceeds from the offering for working capital and general corporate purposes. The Company additionally plans to use the net proceeds from the offering to service current debt obligations, rather than conveying stock for that purpose.
“Investors have asked management to provide context for this transaction and other recent events,” said Jonathan Javitt, the Company’s Chairman. “Over the past two weeks, management has announced financing transactions that in aggregate create $7.5 million in working capital while incurring approximately 10% dilution to current shareholders. On a mathematical basis, that is highly accretive to current shareholder value while avoiding transactions involving hedge funds and warrants that are common in today’s biotechnology marketplace. Common stock transactions without warrant coverage are uncommon in today’s market and we thank EF Hutton for bringing fundamental retail investors to our Company. The additional capital extends the Company’s runway well past the current clinical trial readouts and creates a solid platform for the launch of HOPE Therapeutics. Moreover, the capital provides the company with resources to service its current debt obligations in cash rather than paying in stock which has in the past created selling pressure on the Company’s securities. We look forward to sharing the upcoming data readouts with investors, developing the NRX-101 registration program with Alvogen, and focusing on the execution of our launch of HOPE Therapeutics. Given recent developments disclosed in yesterday’s presentation, we anticipate that HOPE will generate its first revenue from sales by the end of Q2 2024.”
The securities are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-265492), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2022, as amended on June 14, 2022, and declared effective on June 21, 2022.
The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to this offering have been filed with the SEC.
Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting EF Hutton LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at [email protected], or by telephone at (212) 404-7002.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.
About NRx Pharmaceuticals
NRx Pharmaceuticals is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal bipolar depression, chronic pain and PTSD. The Company is developing NRX-101, an FDA-designated investigational Breakthrough Therapy for suicidal treatment-resistant bipolar depression and chronic pain. NRx has partnered with Alvogen and Lotus around the development and marketing of NRX-101 for the treatment of suicidal bipolar depression. NRX-101 additionally has potential to act as a non-opioid treatment for chronic pain, as well as a treatment for complicated UTI.
NRx has recently announced plans to submit a New Drug Application for HTX-100 (IV ketamine), through Hope Therapeutics, in the treatment of suicidal depression, based on results of well-controlled clinical trials conducted under the auspices of the US National Institutes of Health and newly obtained data from French health authorities, licensed under a data sharing agreement. NRx was awarded Fast Track Designation for development of ketamine (NRX-100) by the US FDA as part of a protocol to treat patients with acute suicidality.
About HOPE Therapeutics, Inc.
HOPE Therapeutics, Inc. (www.hopetherapeutics.com) is a wholly owned subsidiary of NRX Pharmaceuticals focused on development and marketing of an FDA-approved form of intravenous ketamine for the treatment of acute suicidality and depression together with a digital therapeutic-enabled platform designed to augment and preserve the clinical benefit of NMDA-targeted drug therapy.
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements include, among others, statements regarding the proposed public offering, and the timing of the offering. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “plan,” “believe,” “intend,” “look forward,” and other similar expressions among others. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s most recent Annual Report on Form 10-K and other filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE NRx Pharmaceuticals, Inc.
