Current Report Filing (8-k)
August 20 2021 - 5:11PM
Edgar (US Regulatory)
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2021-08-19
2021-08-19
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2021-08-19
2021-08-19
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NRXP:WarrantsToPurchaseOneShareOfCommonStockMember
2021-08-19
2021-08-19
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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)
August 20, 2021 (August 19, 2021)
NRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-38302
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82-2844431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1201 Orange Street, Suite
600
Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001 per share
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NRXP
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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NRXPW
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The Nasdaq Stock Market LLC
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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 x
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.
On August 19, 2021, NRX Pharmaceuticals,
Inc. (the “Company”) issued a press release announcing a private placement of common stock that will result
in gross proceeds to the Company of approximately $30 million, before deducting placement agent fees and other offering expenses. The
Company will issue 2,727,273 shares of common stock and preferred investment options (the “Investment Options”)
to purchase up to an aggregate of 2,727,273 shares of common stock, each for a purchase price of $11.00. The Investment Options have an
exercise price of $12.00 per share, will be immediately exercisable, and will have a term equal to three (3) years following the date
of issuance. The private placement is expected to close on or about August 23, 2021, subject to the satisfaction of customary closing
conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
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.
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NRX PHARMACEUTICALS, INC.
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Date:
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August 20, 2021
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By:
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/s/ Alessandra Daigneault
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Name:
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Alessandra Daigneault
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Title:
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General Counsel and Corporate Secretary
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