Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257438
PROSPECTUS
NRX Pharmaceuticals, Inc.
8,757,258 Shares of Common Stock
3,586,250 Shares of Common Stock Issuable Upon Exercise of Warrants
This prospectus relates to the resale, from time to time, of up to 8,757,258 shares of our common stock, par value $0.001 per share
(Common Stock), by the selling securityholders (including their pledgees, donees, transferees or other successors-in-interest) identified in this prospectus
(the Selling Securityholders). This prospectus also relates to the issuance by us of up to 3,586,250 shares of Common Stock upon the exercise of outstanding warrants.
On May 24, 2021, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger
(as amended the Merger Agreement), dated December 13, 2020, by and among our company (formerly known as Big Rock Partners Acquisition Corp. (BRPA)), NeuroRx, Inc. (NeuroRx) and Big Rock Merger Corp., pursuant
to which Big Rock Merger Corp. was merged with and into NeuroRx, with NeuroRx surviving the merger (Merger). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement,
NeuroRx became a wholly-owned subsidiary of BRPA. Upon the closing of the Business Combination, we changed our name to NRX Pharmaceuticals, Inc. (NRx Pharmaceuticals), with stockholders of NeuroRx becoming stockholders of NRx
Pharmaceuticals. See Prospectus Summary - Background.
We are registering 1,000,000 shares of our Common Stock held
by certain of the Selling Securityholders pursuant to the terms of subscription agreements (the Subscription Agreements), entered into with certain of the Selling Securityholders, or the PIPE Securityholders. Pursuant to the Subscription
Agreements, the PIPE Securityholders purchased shares of our Common Stock in a private placement in connection with the Business Combination, or the PIPE.
We are also registering 4,000,000 shares of Common Stock held by Jonathan Javitt and Daniel Javitt (the Javitt Stockholders),
consisting of 2,000,000 shares of Common Stock beneficially held by Jonathan Javitt and 2,000,000 shares of Common Stock beneficially held by Daniel Javitt, pursuant to the terms of a Registration Rights Agreement, dated as of May 24, 2021,
which we entered into with the Javitt Stockholders in connection with the Business Combination.
We are also registering an aggregate of
1,424,000 shares of Common Stock held by certain stockholders of ours who have registration rights pursuant to the Registration Rights Agreement, dated November 20, 2017 (as amended, the BRPA Registration Rights Agreement).
We are also registering 499,630 shares of Common Stock issued upon the cashless exercise of certain unit purchase options dated as of
November 20, 2017 (the UPOs). We are obligated to register such shares pursuant to the terms of the UPOs.
We are also
registering 1,833,628 shares of Common Stock underlying the warrant shares held by GEM Yield Bahamas Limited (GEM), pursuant to the terms of the Common Stock Purchase Warrant, dated as of March 28, 2021 (the GEM
Warrant).
We are also registering the issuance of shares of Common Stock underlying the warrants pursuant to the terms of a Warrant
Agreement, dated November 20, 2017, as amended, between us and Continental Stock Transfer and Trust Company, or the Warrant Agreement.
We will not receive any proceeds from the sale of the shares by the Selling Securityholders. We will receive the proceeds from any exercise of
the warrants for cash.
We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock. The
Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Common Stock.
Our
Common Stock is listed on the Nasdaq Global Market (Nasdaq) under the symbol NRXP and our warrants are listed on Nasdaq under the symbol NRXPW. On July 2, 2021, the closing sale price of our Common Stock as
reported on Nasdaq was $11.94, and the closing sale price of our warrants as reported on Nasdaq was $3.85.
We are an emerging
growth company under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See Prospectus
Summary - Implications of Being an Emerging Growth Company.
Our business and investment in our Common Stock involve
significant risks. These risks are described in the section titled Risk Factors beginning on page 5 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is July 12, 2021.