- Initiative is intended to protect shareholder value through
continued compliance with Nasdaq listing rules and elimination of
naked short sales positions in the Company's securities
- The Company is contemplating a reverse split, if needed to
maintain NASDAQ listing compliance, to be accompanied by change in
corporate name and CUSIP number
- Company has retained former SEC enforcement leadership to
notify leading brokerages of the need to close all naked short
positions in the Company's securities and to prevent future
accumulation of naked short positions in the Company's new
security
RADNOR,
Pa., March 12, 2024 /PRNewswire/ -- NRx
Pharmaceuticals, Inc. (Nasdaq: NRXP) ("NRx Pharmaceuticals", the
"Company") today initiated actions to combat short sellers in the
Company's stock.
The Company announced a proposal to simultaneously change the
CUSIP under which the Company's shares are traded, together with
changing the name of the Company to NRx Therapeutics, Inc. The
Company plans to accompany these actions with a required exchange
of the underlying stock certificates. This certificate change is
expected to be seamless for those investors holding NRXP shares in
electronic form and similarly for investors who may have
established short positions in NRXP by borrowing the underlying
shares from a registered shareholder. Any party holding a short
position in the Company's shares who has not complied with the
legal requirement to borrow the underlying shares of stock (i.e. "a
naked short") may be unable to exchange that position for a
position in the new security.
The Company is working with attorneys who formerly served in
leadership positions at the SEC Division of Enforcement to
correspond with corporate counsel and compliance heads at leading
brokerages to emphasize the current legal prohibitions against
naked short sales. As identified in previous announcements, the
Company was advised by ShareIntel in September 2023 that substantial naked short
positions in the Company's securities had been identified at major
brokerage firms.
"We believe it is in the best interests of our shareholders to
have fully-compliant trading in the markets," said Janet Rehnquist, Esq., who chairs the Company's
Compliance Committee. "As we focus on the development of
potentially life-saving drugs to combat suicidal depression, PTSD,
and Chronic Pain, it is critical that we take all steps possible to
maximize the value of those who have invested in our Company and
provided the resources to address these critical unmet medical
needs."
About NRx Pharmaceuticals
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 has partnered with Alvogen and Lotus around the
development and marketing of NRX-101 for the treatment of suicidal
bipolar depression. 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 announced plans to submit a New Drug
Application for HTX-100 (IV ketamine), through Hope Therapeutics,
in 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 proposed public offering and the timing
and the use of the proceeds from the offering. 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,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. 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.
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SOURCE NRx Pharmaceuticals, Inc.