Form 8-K - Current report

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)		(Commission File Number)		(I.R.S. Employer Identification No.)

1201 Orange Street, Suite 600

Wilmington, Delaware 19801

(Address of principal executive offices) (Zip Code)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NRXP	The Nasdaq Stock Market LLC
Warrants to purchase one share of  Common Stock	NRXPW	The Nasdaq Stock Market LLC

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. ☐

Item 1.01

Entry into a Material Definitive Agreement

On January 5, 2025, NRx Pharmaceuticals, Inc. (the “Company”) entered into a binding term sheet defining the terms of a share purchase agreement (“SPA”) by and between the Company, HOPE Therapeutics, Inc., a wholly-owned subsidiary of the Company (“HOPE”), and JGS Holdings LLC, a Wyoming Limited Liability Company (the “Investor”), whereby the Investor intends to purchase: (i) $25.0 million in shares of HOPE’s Series A Preferred Stock convertible into one-third of all fully diluted outstanding equity of HOPE; and (ii) 730,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a price of $2.74 per share, for an aggregate purchase price of $2.0 million.

As consideration for the investment, the Investor shall receive (i) warrants to purchase 3.0 million shares of Common Stock, which warrants have a term of two years, are exercisable at a price of $3.00 per share, and shall become fully vested upon payment of the investment amounts above; (ii) an additional 500,000 shares of Common Stock by way of sale from a certain stockholder of the Company at a purchase price of $2.75 per share within 60 days of such shares being available; (iii) conditional participation rights in certain future equity financing transactions; (iv) certain royalty rights; (v) the right to appoint a designee to sit on the Board of Directors of Hope; and (vi) the right to appoint a designee as a member on the Board of Directors of the Company until the date of the Company’s next annual meeting of shareholders, following completion of certain disclosure requirements as prescribed by each of the Securities and Exchange Commission and the Nasdaq Capital Market. The Term Sheet also provides for registration rights of the Common Stock issued to the investor.

Availability of capital under the Term Sheet is conditioned upon the completion of due diligence and the execution of definitive agreements and is subject to terms and conditions of the SPA.

A copy of the press release announcing the entrance into the Term Sheet is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The shares are being offered and sold to the Investor by the Company in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder.

Item 8.01

Other Events

See Item 1.01

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

10.1		Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC
99.1*		Press Release, dated January 6, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Furnished herewith.

SIGNATURES

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.

	NRX PHARMACEUTICALS, INC.

Date: January 10, 2025	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Title:	Interim Chief Executive Officer

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 all material terms and conditions.

Company	NRx Pharmaceuticals, Inc. (NRXP on Nasdaq)/HOPE Therapeutics, Inc., a wholly-owned subsidiary of NRx

Investors	One or more investment funds managed by Smith & Sauer, LLC,

Securities	Common Stock of NRx, Warrants to Purchase Common Stock of NRx, Preferred Stock of HOPE Therapeutics

Commitment Amount	The Investor commits $2,000,000 to purchase 730,000 shares of NRx Common Stock to be registered via a filed form S-1 with the US Securities and Exchange Commission, no later than February 15, 2025. Settlement in cash shall occur no later than Friday, January 10, 2025 via wire transfer. The Investor commits $25,000,000 to purchase Preferred Series A shares convertible to 1/3 of all fully diluted outstanding equity of HOPE Therapeutics. The shares shall provide a current preferred dividend of 15% per annum, paid quarterly and shall be non-callable for two years from date of issue. Settlement shall occur in four tranches to be delivered via cash settlement. Final Tranche dates to be agreed upon and finalized with Hope Leadership to align with acquisitions and strategy post closing. As consideration for the above investment, the Investor shall receive warrants to purchase 3 million shares of common stock of NRx, Inc. at a strike price of $3.00 per share with a term of 24 months from date of this agreement. Warrants shall become fully vested upon payment of the investment amounts above.

	The Investor will also receive 500k shares of founder’s stock by way of sale from Dan Javitt to be purchased at $2.75 within 60 days of it being available. For so long as investor holds more than 50% of the preferred share position in HOPE Therapeutics or for 24 months, from closing of this transactions whichever comes sooner, The Investor shall have the right to participate in future sales of equity in NRXP and/or HOPE as follows: ● For retail, non-underwritten offerings, Investor shall have a 50% participation right. ● For institutional offerings to fundamental investors and or underwritten offerings, Investor shall have a 25% participation right. The Investor shall be entitled to receive royalties on net revenue from NRx Drug Sales up to a Cumulative Return of 250M. Cumulative return shall be defined as the sum of preferred dividends, capital appreciation and return of capital, and royalties on drug sales, based as follows: 1. Initial Royalty Rate: 10% of net revenue until the Investor has received cumulative returns totaling $125 million. 2. Subsequent Royalty Rate: 5% of net revenue until the Investor has received cumulative returns totaling $250 million.

	As a consequence of the above transactions, Investor shall be considered an affiliate of the Company and shall file and maintain Schedule 13G and other relevant forms with the SEC.

Board Representation	The Investor shall be elected to the Board of HOPE Therapeutics. The Investor’s board representative shall retain Affirmative Consent Rights over the key decisions until a full C suite and Board is onboarded. Subject to completion of SEC and Nasdaq disclosure forms The Investor shall be appointed to the Board of NRx Pharmaceuticals for a term that ends contemporaneously with the next annual meeting of shareholders and shall be nominated by the nominating committee of NRx Pharmaceuticals for election by the shareholders to a three year term.

Stock Sales Agreement	The Investor shall be subject to the Company’s Stock Purchase and Sales Agreement and shall report all further purchases and sales of the Company’s Securities as required by law.

Registration	All of the Common Stock in NRx Pharmaceuticals (Nasdaq:NRXP) to be issued to the Investor under this agreement shall be subject to registration rights pursuant to which the Company shall file an initial registration statement to register the resale of the shares by the Investor no later than February 15, 2025 and shall use its best efforts to have such registration statement declared effective within 60 days of the initial closing. The Company shall pay all expenses in connection with the registration, issuance, and listing of the Underlying Shares.

Conditions to Closing	● The Investor will obtain all relevant approvals, including the Investors’s board of directors and consents from any controlling shareholders. ● The Company will obtain all relevant approvals, including the Company’s board of directors

Fees and Expenses	● Each of the Company and the Investor shall be responsible for all its own fees and expenses incurred in connection with the documentation and closing of this transaction.

Confidentiality	● This Term Sheet and the terms contained herein shall not be disclosed by the Company to any person or entity, except (i) to the Company’s employees and legal and financial advisers for the purposes of this proposed transaction who have a need to know the information and who are made aware of and agree to be bound by this confidentiality obligation, and (ii) as may be required by law, which includes disclosure of this term sheets as a material event

This term sheet will expire end of business on January 5, 2025. The above summary of indicative terms and conditions are binding and constitute an agreement, between the Company and the Investor.

If the terms and conditions contained herein are satisfactory, please sign as indicated below. We appreciate this opportunity to work with you. We look forward to an expeditious and successful closing of this transaction.

AGREED TO AND ACCEPTED:

	JGS HOLDINGS LLC, a Wyoming Limited Liability Company

	On behalf of the Investor.

	By:
	Name: Anita Nunes Title: CEO

	By:
	Name: Dallas Sauer
	Title: President

NRX PHARMACEUTICALS, INC.

By:

Name: Jonathan C. Javitt, MD, MPH
Title: Chairman

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 of $25 million in Series A Preferred Stock in HOPE Therapeutics (non-dilutive to NRXP shareholders) convertible into 1/3 of fully diluted HOPE Therapeutics equity, with a 15% current preferred dividend (non-callable for 2 years) for planned HOPE clinic acquisitions.

●

Purchase $2 million in NRx equity, above the most recent closing price, at $2.75 per share. Investor will also purchase 500,000 NRx shares from existing shareholders for $2.75 per share

●

In connection with both investments, investor shall receive warrants to purchase 3 million currently unregistered shares of NRx common stock at $3.00 per share with a 24-month term.

●

Smith & Sauer will also be entitled to receive royalties on net revenues from NRx product sales to a defined rate of return

●

Investment in HOPE Therapeutics is expected to enhance NRXP's balance sheet value, strengthening its financial position.

●

Smith & Sauer to join the HOPE Therapeutics and NRx Pharmaceuticals’ Boards of Directors

MIAMI, FL, January 6, 2025 – 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 signing of a Binding Term Sheet with Smith & Sauer, LLC, for $25 million equity purchases to fund planned HOPE clinic acquisitions. Company management anticipates this new capital in combination with anticipated bank and/or bond lending to be sufficient to drive substantial revenue in HOPE clinic acquisition during 2025, as recently forecast by independent securities analysts. An additional $2 million equity investment in NRx Pharmaceuticals will be used to advance the Company’s new drug applications for NRX-100 and NRX-101.

“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."

“We wholeheartedly welcome Smith & Sauer and its founders, Mr. Dallas Sauer & Ms. Anita Nunes, to the NRx and HOPE family. Smith & Sauer’s long term strategic vision is well aligned with ours and we look forward to a productive relationship for years to come,” said Jonathan Javitt, MD MPH Chairman of NRx Pharmaceuticals. “In addition to Smith & Sauer’s investment and business acumen, their organization has decades of experience in design and implementation of health information technology systems that will be key to the integration of HOPE’s global network of clinics.

The binding Term Sheet, to be disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission, provides $25 Million in Series A Preferred Stock convertible into 1/3 of fully diluted HOPE Therapeutics equity, with a 15% current preferred dividend and product royalties up to a total of $250 million in cumulative returns to the investor. Smith & Sauer will also purchase $2 million in NRx common stock at $2.75 per share. In consideration for the combined investment, Smith & Sauer shall receive warrants to purchase 3 million shares of currently unregistered shares of NRx common stock at $3.00 per share with a 24 month term. Additionally, Smith & Sauer will have the right to designate a director to join the HOPE Therapeutics and NRx Pharmaceuticals’ Boards of Directors.

The transactions contemplated by the Term Sheet are subject to execution of definitive agreements and the satisfaction of standard closing conditions.

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

Document And Entity Information	Jan. 06, 2025
Document Information [Line Items]
Entity, Registrant Name	NRX PHARMACEUTICALS, INC.
Document, Type	8-K
Document, Period End Date	Jan. 06, 2025
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38302
Entity, Tax Identification Number	82-2844431
Entity, Address, Address Line One	1201 Orange Street
Entity, Address, Address Line Two	Suite 600
Entity, Address, City or Town	Wilmington
Entity, Address, State or Province	DE
Entity, Address, Postal Zip Code	19801
City Area Code	484
Local Phone Number	254-6134
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001719406
CommonStockParValue0001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NRXP
Security Exchange Name	NASDAQ
WarrantsToPurchaseOneShareOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of  Common Stock
Trading Symbol	NRXPW
Security Exchange Name	NASDAQ

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