NRx Pharmaceuticals Extends Private Placement Agreement

NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) recently announced significant developments regarding its private placement agreement. On January 28, 2025, NRx Pharmaceuticals, Inc. entered into an Amended and Restated Securities Purchase Agreement with an accredited investor, marking a key agreement for the company’s future. This agreement outlined the sale of 732,600 shares of the company’s common stock to the investor at a purchase price of $2.73 per share, with the private placement anticipated to conclude by January 29, 2025.

Updates on February 3, 2025, revealed the signing of a Second Amended and Restated Securities Purchase Agreement, where both parties agreed to extend the closing date for the transaction until no later than February 14, 2025. The amended agreement also detailed plans for further investment in Hope Therapeutics, Inc., a subsidiary of NRx Pharmaceuticals, with an investment target of no less than $25.0 million to be delivered in four tranches. The investor is set to receive shares of Hope’s newly issued Series A Convertible Preferred Stock, a warrant to purchase 3.0 million shares of NRx Pharmaceuticals’ common stock, registration rights for acquired shares, participation rights in future equity sales, and royalty payments tied to pharmaceutical product sales.

The prospective Hope Investment is structured with various milestones. The investor is expected to receive a lucrative package in return for the investment, including rights to future royalties. In the event of non-execution of the Hope Transaction Agreements within forty-five days post-closing, the investor holds the right, though not the obligation, to prompt NRx Pharmaceuticals to buy back all the shares at the initial purchase price.

The agreement also establishes provisions for royalty payments based on the net revenue from pharmaceutical sales by the company. Initial returns are set at 10% of the net sales of the product until the investor accumulates $125.0 million, subsequently scaling down to 5% until reaching $250.0 million in cumulative returns. However, royalty payments are contingent upon the execution of the full $25.0 million Hope Investment.

This agreement includes standard representations, warranties, and covenants from both NRx Pharmaceuticals and the investor, with customary closing conditions and indemnification rights. A press release dated January 28, 2025, detailed the initial agreement announcement. Exhibits accompanying the filing include the Form of Amended and Restated Securities Purchase Agreement, the Second Amended and Restated Securities Purchase Agreement, and the press release.

The Progression of the Private Placement signifies NRx Pharmaceuticals’ strategic moves towards expansion and collaboration in the pharmaceutical sector, marking significant milestones in their growth trajectory.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read NRx Pharmaceuticals’s 8K filing here.

About NRx Pharmaceuticals

NRx Pharmaceuticals, Inc, a clinical-stage bio-pharmaceutical company, develops novel therapeutics for the treatment of central nervous system disorders, including suicidal depression, post-traumatic stress disorder, and chronic pain. Its products include NRX-101 (D-cycloserine/Lurasidone), an oral, fixed dosed combination of D-cycloserine and lurasidone that earned food and drug administration-designated breakthrough therapy for suicidal treatment-resistant bipolar depression; and NRX-100 (ketamine), which has been awarded FDA fast track designation for the treatment of severe bipolar depression with acute suicidal ideation and behavior.