PROSPECTUS SUPPLEMENT NO. 1
|
Filed Pursuant
to Rule 424(b)(3)
|
(to prospectus
dated September 15, 2021)
|
Registration
No. 333-259336
|
NRX Pharmaceuticals,
Inc.
2,935,818 Shares of Common Stock
2,863,637 Shares of Common Stock Issuable Upon
Exercise of Investment Options
________________________________
This prospectus supplement is being filed to update
and supplement the information contained in the prospectus, dated September 15, 2021 (the “Prospectus”), related
to the resale, from time to time, of up to 2,927,273 shares of common stock, par value $0.001 per share (the “Common Stock”),
of NRX Pharmaceuticals, Inc. (“NRx”) by the selling securityholders (including their pledgees, donees, transferees
or other successors-in-interest) and 8,545 shares of Common Stock by certain service providers (including their pledgees, donees, transferees
or other successors-in-interest) identified in the Prospectus and the issuance by NRx of up to 2,863,637 shares of Common Stock upon the
exercise of investment options, with the information contained in NRx’s Current Report on Form 8-K, which was filed with the Securities
and Exchange Commission (the “SEC”) on October 13, 2021 (the “Current Report”). Accordingly,
NRx has attached the Current Report to this prospectus supplement.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and, if
there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information
in this prospectus supplement.
The Common Stock is listed on the Nasdaq Global
Market (“Nasdaq”) under the symbol “NRXP” and NRx’s warrants are listed on Nasdaq under the
symbol “NRXPW”. On October 13, 2021, the closing sale price of the Common Stock as reported on Nasdaq was $9.44, and the
closing sale price of NRx’s warrants as reported on Nasdaq was $4.60.
NRx is an “emerging growth company”
under the federal securities laws and, as such, has elected to comply with certain reduced public company disclosure requirements. See
“Prospectus Summary–Implications of Being an Emerging Growth Company” beginning on page 3 of the Prospectus and
in any applicable prospectus supplement.
NRx’s business and investment in the
Common Stock involve significant risks. These risks are described in the section titled “Risk Factors” beginning on
page 5 of the Prospectus and in any applicable prospectus supplement.
Neither the SEC nor any state securities
commission has approved or disapproved of the securities to be issued or sold under the Prospectus or passed upon the accuracy or adequacy
of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 14,
2021.
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)
October 13, 2021
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.
On October 13, 2021, NRX Pharmaceuticals, Inc.
(the “Company”) issued a letter to its shareholders that addresses the lawsuit recently filed by Relief Therapeutics
Holding AG (“Relief”) against the Company in New York State Court. The complaint alleges that the Company failed
to honor its obligations under the Collaboration Agreement between Relief and the Company dated September 18, 2020 (the “Collaboration
Agreement”). The letter advises shareholders of the Company’s position with respect to many of the allegations in
the complaint as well as reiterating the Company’s continued intention to pursue the development and clinical approval of ZYESAMI™.
A copy of the letter to shareholders is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
Exhibit
No.
|
|
Description
|
99.1
|
|
Letter to Shareholders, dated October 13, 2021.
|
|
|
|
104
|
|
Cover page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
|
NRX PHARMACEUTICALS, INC.
|
|
|
|
|
|
Date:
|
October 13, 2021
|
By:
|
/s/ Alessandra Daigneault
|
|
|
|
Name:
|
Alessandra Daigneault
|
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
|
EXHIBIT 99.1
Dear Shareholders of NRx Pharmaceuticals, Inc.
I am writing to you about the
recent lawsuit Relief Therapeutics Holding AG and Relief Therapeutics International SA (together, “Relief”) filed against
NeuroRx, Inc. (“NRx”), in New York State Court, claiming that NRx failed to honor its obligations under the Collaboration
Agreement dated as of September 18, 2020. Relief’s complaint seeks several remedies, including damages for alleged breaches
of the terms of the Collaboration Agreement.
Under the Collaboration Agreement,
Relief was to provide all relevant funding, while NRx was to undertake the research and development, for aviptadil. Relief abandoned the
funding of the project in January 2021. They advised us at the time that in their view the drug had failed and we had “missed
the pandemic.” Relief ended up investing only $10.9 million in our research and development, leaving NRx to fund the remainder of
the costs, which now exceed $25 million and continue to increase as the drug awaits approval. Relief’s lawsuit claims rights to
a drug that NRx continued to fund and develop after Relief ceased funding the project. We advised the public of Relief’s failure
to fund and the potential for a dispute with Relief in prior disclosures made in connection with the recent merger transaction with Big
Rock Partners Acquisition Corp. (Nasdaq:BRPA).
Now Relief has filed a lawsuit
in order to claim rights to a drug that the shareholders of NRx believed in and funded when Relief stopped funding. The purpose of this
letter is to reassure you that notwithstanding Relief’s failure to fund our research and development and filing a lawsuit, NRx is
determined to see this drug through to completion. NRx has and will continue to undertake the necessary research and development, conclude
the clinical trials, and manage the regulatory submissions needed to achieve our goal of delivering a lifesaving drug to patients.
Over the past 18 months, the NRx
team has taken an old drug from the research files of Prof. Sami Said and brought it to life. We have created the first GMP, shelf stable
formulation of Zyesami™ (aviptadil), figured out how to manufacture it at scale without damaging a delicate peptide, and performed
two clinical trials that have shown statistically significant benefits in survival among patients with COVID-19 respiratory failure. On
a regular basis, we hear from patients and families who have benefited from Zyesami and returned home against all odds. According to a
presentation given recently by Dr. Francis Collins, Director of the National Institutes of Health, Zyesami is one of 23 COVID-19
drugs still prioritized for testing by NIH from among the 750 candidates originally screened. To our knowledge, Zyesami is the only COVID
therapeutic to be selected for both the NIH ACTIV-3 trial and the BARDA I-SPY trial. NRx was selected as an industry partner for both
ACTIV-3 and I-SPY and supplies the investigational drug to NIH and I-SPY for both trials.
We believe that Relief decided
to stop funding because it thought aviptadil would fail (as it had in the hands of their predecessor company). However, now that Relief
realizes the drug may well succeed, Relief has filed a lawsuit seeking all the benefits under the contract that it abandoned through
its failure to fund.
Relief seeks to justify its halt
in funding with the allegation that it did not receive necessary information from NRx as to how the funds would be spent. The simple truth
is that there is no mystery about the use of funds. The majority of R&D costs are associated with third party invoices from reputable
contractors reflecting our payments for drug formulation and manufacture, payments to study sites for treating patients, payments for
clinical laboratory services, payments for statistical and regulatory support, etc. Until the moment when Relief advised us it would
no longer fund, Relief received all invoices with all underlying contracts and backup detail. Our public auditors inspect those invoices
on an annual basis and you can read their report documenting that the financial statements of our company fairly reflect the financial
position of the company.
To get regulatory approval for
a drug, however, a pharmaceutical company actually has to demonstrate its ability to manufacture a drug. To the best of our knowledge,
we believe that Relief still has no commercial formulation of Zyesami and no manufactured drug for a regulator to inspect. Last week,
we sent the full GMP manufacturing files to the FDA for their review. Yesterday, we also announced that Zyesami just passed a European
Qualified Person (QP) audit of its first manufactured batch of Zyesami destined for the EU.
Relief has accused NRx of withholding
data that is needed to enable patients in the EU and UK to receive Zyesami. In fact, NRx gave Relief the full Clinical Study Report given
to the FDA on the same day it was provided to the FDA and offered to provide all electronic data to any regulator despite Relief’s
failure to pay the full costs of the clinical trial.
We are attempting to help patients
worldwide and we believe that Relief’s accusations that we are preventing them from formulating and manufacturing aviptadil are
misleading. If Relief truly wanted to save the lives of COVID patients in Europe, we believe they would already have manufactured drug
according to the patented formulation they have described in their public filings.
Relief’s demand that NRx
cease development of a new Coronavirus vaccine in partnership with the government of Israel is especially shocking. The logic they seemed
to articulate in their complaint is that a successful vaccine against COVID-19 might reduce the number of patients with respiratory failure
and therefore reduce the need for Zyesami.
We believe we have taken all reasonable
steps to attempt to resolve this dispute in an equitable fashion without resorting to litigation. We have repeatedly attempted to invoke
the mediation clause in the Collaboration Agreement, only to be repeatedly rebuffed. Instead, Relief has brought litigation that contains
allegations we view as baseless and that we will dispute in court. From our perspective, Relief’s initiation of litigation is neither
in the interest of patients or shareholders and that sentiment is echoed in mail we receive daily from investors in both companies.
Rest assured that in the absence
of a mediated solution, NRx intends to defend this case vigorously and will, at the appropriate time, assert significant counterclaims
against Relief. In the meantime, we will continue to work tirelessly to deliver a lifesaving drug to patients who have no therapeutic
alternative.
NRX Pharmaceuticals (NASDAQ:NRXP)
Historical Stock Chart
From Aug 2024 to Sep 2024
NRX Pharmaceuticals (NASDAQ:NRXP)
Historical Stock Chart
From Sep 2023 to Sep 2024