- $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
acquisitions
- Initial funding of $2.0
million for purchase of NRx common stock anticipated to
close on or before January 29, with
the first tranche of $6.75 million of
$25.0 million investment to be
invested in HOPE Therapeutics, Inc. on or before February 7, 2025, and the balance of $18.25 million by April 1,
2025
- Funds will be used in conjunction with anticipated bank
financing to initiate nationwide rollup strategy of interventional
psychiatry clinics, starting with Kadima Neuropsychiatry
(La Jolla, CA)
- HOPE intends to initiate nationwide acquisition program in
partnership with leading investment bank on or around February 1, 2025.
MIAMI, Jan. 28,
2025 /PRNewswire/ -- HOPE Therapeutics™, Inc.
("HOPE"), a medical and technology driven company, and a
wholly-owned subsidiary of NRx Pharmaceuticals, Inc. ("NRx", and
collectively with HOPE, the "Company") (Nasdaq:NRXP), today
announced the signing and of a Stock Purchase Agreement ("SPA")
with Smith & Sauer, LLC, as the first step in a $27.0 million financing to fund the planned
acquisition of HOPE clinics. The agreement signed today provides
for the immediate funding of $2.0
million in NRx common stock and commits Smith and Sauer
to purchase an additional $25 million
in newly issued Series A Preferred Stock of HOPE, the proceeds of
which are intended to be used to initiate a nationwide rollup of
Interventional Psychiatry Clinics to treat patients with severe,
suicidal depression and PTSD. The first $6.75 million tranche is committed by
February 7, 2025, with the full
$25 million committed on or before
April 1, 2025.
The Company anticipates leveraging the Smith and Sauer
investment with bank debt and similar instruments to fund an
initial rollup of Interventional Psychiatry Clinics with
anticipated revenues of approximately $100
million on a pro-forma basis by the end of 2025. Unlike
"ketamine clinics" that are frequently operated by non-mental
health professionals, HOPE anticipates building a best-in-class
nationwide chain of facilities that combine treatment with ketamine
and other psychedelic medications with Transcranial Magnetic
Stimulation (TMS) and recently FDA-approved Digital Therapeutics to
best serve patients with life-threatening depression, PTSD, and
related disorders.
"Today's transaction caps several months of intensive work as we
have identified best-in-class interventional psychiatry clinics and
assembled the capital from both Anson Funds and Smith and Sauer to
consummate the initial acquisitions. The resources committed today
are anticipated to bring the Company to the $100 million revenue threshold. We have initiated
a financial advisory relationship with a leading investment bank to
assemble the next $400 million of
capital required to build a national and international presence,"
said Jonathan Javitt, MD MPH
Chairman of NRx Pharmaceuticals. "Psychedelic Medications such as
ketamine, neuromodulation technologies such as TMS, and digital
therapeutics have sparked a revolution in psychiatry where for the
first time patients with life threatening conditions such as
depression and PTSD hope for a brighter future. As we develop HOPE
Therapeutics, we aim to bring that future to the 16 million
Americans who consider ending their lives each year and the 45
million Americans who suffer from depression and PTSD."
"We are honored to partner with NRx and HOPE to tackle the
pressing mental health challenges facing our nation, particularly
within the military and veteran communities," said Dallas Sauer, Co-Founder of Smith &
Sauer.
"This partnership underscores the critical importance of
addressing mental health with innovative and accessible solutions,"
said Anita Nunes, Co-Founder of
Smith & Sauer. "We are proud to support HOPE and NRx in their
mission to bring transformative care to underserved communities,
including our veterans and military families."
Readers are advised to consult the Current Report on Form 8-K
that NRx intends to file with the Securities and Exchange
Commission on or before January 31,
2025 for a complete description of the Stock Purchase
Agreement Although no assurances can be given, closing of the
additional $25 million investment in
HOPE's Series A Preferred Stock remains subject to execution of
definitive agreements and the satisfaction of standard closing
conditions.
The information in this press release is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities in any jurisdiction pursuant to the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
About Smith & Sauer
Founded by Dallas Sauer and
Anita Nunes, Smith & Sauer, LLC
is a private investment firm specializing in strategic partnerships
and capital investments across healthcare, technology, and emerging
industries. With decades of experience in operational leadership,
financial structuring, and technological innovation, Smith &
Sauer is committed to fostering growth in mission-driven
organizations. The firm's investment philosophy centers on
long-term value creation, aligning financial performance with
societal impact. By leveraging its expertise in health information
technology and clinic integration, Smith & Sauer plays a
pivotal role in advancing cutting-edge solutions to address
critical healthcare challenges.
About HOPE Therapeutics, Inc.
HOPE Therapeutics, Inc. (www.hopetherapeutics.com) is a
development stage healthcare delivery company that intends to
develop a best-in-class network of interventional psychiatry
clinics to offer ketamine transcranial magnetics stimulation (TMS)
and other lifesaving therapies to patients with suicidal depression
and related disorders, together with a digital therapeutic-enabled
platform designed to augment and preserve the clinical benefit of
NMDA-targeted drug therapy.
About NRx Pharmaceuticals, Inc.
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 plans to file an NDA for Accelerated Approval for
NRX-101 in patients with bipolar depression and suicidality or
akathisia. 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 initiated a New Drug Application filing for
NRX-100 (IV ketamine) for 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.
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 satisfaction of closing conditions
necessary to consummate the acquisition of Kadima and Dura, and
obtaining financing necessary to consummate the acquisitions.
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, including the risk that the transactions
contemplated by the LOI are not consummated, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy, liquidity, HOPE Therapeutic's ability
to consummate the acquisitions of providers for its national
network, the Company's ability to raise adequate capital to fund
such acquisitions, and the Company's ability to spin-off HOPE
Therapeutics. 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 Securities and Exchange
Commission. 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.
For further information:
Matthew Duffy
Chief Business Officer, NRx Pharmaceuticals
Co-Chief Executive Officer, HOPE
Therapeutics, Inc.
mduffy@nrxpharma.com
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SOURCE NRx Pharmaceuticals, Inc.
