NRXP NRX Pharmaceuticals Inc

 

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) September 11, 2023

 

 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.  ¨

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Interim Chief Financial Officer

 

On August 31, 2023, NRx Pharmaceuticals, Inc. (the “Company”) entered into an agreement (the “LifeSci Agreement”) with LS Associates, a division of LifeSci Advisors, LLC (“LifeSci”), pursuant to which LifeSci will provide certain consulting services to the Company, including but not limited to, arranging for the provision of the Company’s the Interim Chief Financial Officer. In connection with the LifeSci Agreement, on September 13, 2023, the Company appointed Richard Narido, 45, to serve as Interim Chief Financial Officer of the Company. As Interim Chief Financial Officer, Mr. Narido will serve as the Company’s principal financial officer and principal accounting officer.

 

The LifeSci Agreement has a term of two years commencing from the date of the LifeSci Agreement. Pursuant to the LifeSci Agreement, the Company may not knowingly solicit work of any kind (including but not limited to paid and unpaid advice, information, or content), or propose or agree to any kind of consulting, advisory, directorship, or employment arrangement, with any professional that LifeSci first introduces to the Company for a period of one year from the Company’s most recent engagement with or including the professional, without paying a placement fee equal to 15% of such professional’s starting annual base salary and target annual bonus, whether discretionary or quarantined. The LifeSci Agreement also contains certain noncompetition, non-solicitation and confidentiality provisions customary to such agreements.

 

Prior to his appointment as the Company’s Interim Chief Financial Officer, Mr. Narido most recently served as the Chief Financial Officer of Lucira Health (“Lucira”) until Pfizer Inc.’s acquisition of Lucira in April 2023. From July 2018 to March 2021, Mr. Narido served in various roles at Assembly Biosciences, Inc., including most recently as Executive Director, Finance, Controllership and Treasury. From June 2014 to June 2018, Mr. Narido served in various roles at Bio-Rad Laboratories, Inc., including as Americas Head of Finance, Global Commercial Operations. Prior to June 2018, Mr. Narido held various finance roles, including Global Head Finance Reporting and Accounting for Novartis Vaccines and Diagnostics Division and several industry-related positions, including Business Unit Controller for McKesson Corporation. Mr. Narido also serves as a board member on the Arthritis National Research Foundation’s board of directors. Mr. Narido started his career with PricewaterhouseCoopers’s Financial Audit and Assurance practice. Mr. Narido holds a Bachelor of Science degree from the University of San Francisco and a Master of Science degree from the Pepperdine Graziadio Business School.

 

There are no arrangements between Mr. Narido and any other persons pursuant to which he was appointed to serve as the Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Narido and any director or executive officer of the Company, and Mr. Narido has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The foregoing summary description of the LifeSci Agreement is qualified in its entirety by reference to the full text of the LifeSci Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.

 

Resignation of Chief Financial Officer

 

On September 11, 2023, Seth Van Voorhees, Ph.D., resigned from his position as the Chief Financial Officer of the Company. His resignation will be effective as of September 30, 2023, in order to facilitate a smooth transition. Mr. Van Voorhees’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices.

 

Item 7.01 Regulation FD Disclosure.

 

On September 14, 2023, the Company issued a press release announcing the appointment of Mr. Narido as the Company’s Interim Chief Financial Officer, the entry into LifeSci Agreement and Mr. Van Voorhees’s resignation as the Company’s Chief Financial Officer. The Company undertakes no obligation to update, supplement or amend the materials attached hereto.

 

 

The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Client Agreement, dated August 31, 2023, by and between NRx Pharmaceuticals, Inc. and LS Associates, a division of LifeSci Advisors, LLC Associates.
99.1		Press Release, dated September 14, 2023 (furnished pursuant to Item 7.01).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

SIGNATURES

 

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:    September 14, 2023	/s/ Stephen Willard
	Stephen Willard
	Chief Executive Officer

 

 

 

Exhibit 10.1

 

CLIENT AGREEMENT

 

This Client Agreement (the “Agreement”) entered into as of August 31, 2023 (the “Effective Date”) is a binding contract between NRx Pharmaceuticals, Inc and its affiliates (“you” or “your”) and LS Associates, a division of LifeSci Advisors, LLC (the “Company,” “we,” or “us”). Please read it carefully and, if you agree to and accept all of its terms and conditions, sign the Agreement in the space provided below. You understand that by accessing and using the Company’s Services (as defined herein), you are agreeing to be bound by all of the terms and conditions contained in this Agreement.

 

1.	Overview and Use of Services

 

1.1

The Company shall arrange for the provision of one or more professionals (each a “Professional”) to perform certain services for you, up to and including servicing as your Interim CFO (the “Services”).

 

1.2

The scope of the Services (the “Engagement”) shall be set forth in one or more agreed upon statements of work (each a “Statement of Work”) attached to this Agreement and numbered in sequential order.

 

1.3

You agree that you will not expand the scope of a Statement of Work without the prior agreement of the Company.

 

1.4

You agree that you will not use Services to compete with the Company or any of its Services.

 

1.5

You agree that neither your use of any Services nor this Agreement will prevent the Company from offering or providing Services to any other parties in its sole discretion.

 

2.	Professionals

 

2.1

You understand and agree that the Company relies on Professionals to provide accurate information about themselves and is not responsible for the accuracy of biographical information provided by Professionals. The scope and manner of any background checks or other investigations that the Company may undertake with regard to Professionals whom it engages are within the Company’s sole discretion unless otherwise agreed to in writing.

 

2.2

You understand and agree that Professionals are not employees of the Company, but are independent contractors delivering services to you pursuant to the terms of this Agreement and any agreements between the Company and its Professionals, and that the Company cannot and does not guarantee the quality, accuracy, or completeness of any information any Professional provides to you.

 

2.3

You acknowledge and agree that the services Professionals will perform under this Agreement will not include legal services, advice or representation. Professionals will be responsible for ensuring activities undertaken pursuant to this Agreement do not include such services or the practice of law.

 

3.	Non-Solicitation of Professionals and the Company’s Personnel

 

3.1

You agree not to knowingly solicit work of any kind (including but not limited to paid and unpaid advice, information, or content), or propose or agree to any kind of consulting, advisory, directorship, or employment arrangement, with any Professional to whom you are first introduced through the Company, for a period of one (1) year from your most recent Engagement with or including the Professional without first agreeing to pay the Company a placement fee (a “Placement Fee”) equal to fifteen percent (15%) of such Professional’s starting annual base salary and target annual bonus, whether discretionary or quarantined. The Placement Fee shall be paid to the Company within thirty (30) days of any such Professional’s commencement of employment.

 

 

3.2

You agree not to knowingly solicit for employment, or for any consulting arrangement, any employee of the Company, for a period of one year from the termination of this Agreement or any subsequent agreement between you and the Company.

 

3.3

You agree that you will not pay or compensate a Professional to whom you are first introduced through the Company for the duration of the term set forth in a Statement of Work. and for a period of one year following the conclusion such term. If no term is specified in the Statement of Work, the foregoing restriction shall apply for the Term and for a period of one year following the Term. You will make all payments for the Services directly and exclusively to the Company.

 

4.	Term and Termination

 

4.1

The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for a period of two (2) years from the Effective Date and shall be extended only by mutual written consent of the parties; provided, however, that if a Statement of Work is in effect at such time as this Agreement expires, then the Term shall be extended until the expiration of such Statement of Work. Each Statement of Work attached hereto shall specify the term of such Statement of Work.

 

4.2

The provisions of the sections (including subsections) of this Agreement entitled Non-Solicitation of Professionals and the Company’s Personnel, Confidentiality, Indemnification, Limitation of Liability, and Miscellaneous Provisions, and Integration and Amendments, shall survive any termination of this Agreement.

 

5.	Client’s Representations

 

5.1

You represent and warrant that neither your use of the Services nor any of your discussions with Professionals would cause you to (a) breach any agreement with or other legal obligations to any person or entity, (b) violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity to which you are bound, or (c) violate any applicable provision of law.

 

5.2

You represent and warrant that, to the extent any consent or waiver is required before you can permissibly obtain Services or sign this Agreement or a Statement of Work, you have obtained such consent or waiver.

 

6.	Payment for Services

 

6.1

The Client shall pay the Company for the Services in accordance with the terms specified in the applicable Statement of Work.

 

6.2

The Client understands that the Company is not a broker-dealer and as such will not accept any commission-based fees in connection with a securities transaction.

 

 

6.3

Unless provided otherwise in a Statement of Work, the Client shall pay the Company within thirty (30) days of receipt of invoice. Any payment due to the Company that is not paid within fifteen (15) days of its due date shall incur a late penalty payment equal to five percent (5%) of the unpaid amount. Invoices shall be emailed or mailed to:

 

NRX Pharmaceuticals, Inc.

 

1201 N Market Street, Suite 111

Wilmington, Delaware, 19801

Stephen Willard <willard@nrxpharma.com>

Attention: Stephen Willard, CEO

 

Payment shall be made in US Dollars to:

 

If by wire:	If by mail:
Bank name and address:	LifeSci Advisors
City National Bank	250 West 55th Street, 34th Floor
1140 Ave of The Americas	New York, NY 10019
New York, NY 10036
Account number: 665527115
Routing Numbers (wires): 026013958
Swift Code: CINAUS6L
Account holder’s name: LifeSci Advisors, LLC

 

7.	Confidentiality

 

7.1

Each party (the “Receiving Party”) shall hold in trust for the other party (the “Disclosing Party”), and shall not disclose to any person who is not party to this Agreement, any Confidential Information of the Disclosing Party; provided, however, the Receiving Party may disclose such Confidential Information (as defined below) only to the limited extent that such disclosure is absolutely necessary to allow the Receiving Party to perform the Receiving Party’s obligations hereunder.

 

7.2

The terms, conditions and rates contained in this Agreement shall be considered the Confidential Information of each party, such that each party shall be deemed a Receiving Party with respect to such information. All information and other data in any media whatsoever that relates to the Client’s past, current or future products, research, discovery, development, tests, test results, clinical trials, procedures, inventions, ideas, processes, databases, techniques, designs and other technical data, any other intellectual property, software, and software documentation, as well as all other information and other data which relates in any way to any of the Client’s past, existing, proposed, or budgeted manufacturing, marketing, management, information technology, finances, administration, sales, distribution, undertakings, contracts, or agreements shall be the Client’s Confidential Information such that the Company is the Receiving Party with respect to such information, regardless of whether such information is disclosed to the Company or obtained or generated by the Company in the course of providing Services.

 

7.3

Confidential Information shall not include information which is (i) previously known to the Receiving Party without obligations of confidentiality; (ii) publicly available through no fault of the Receiving Party; (iii) independently developed by the Receiving Party without reliance on the Confidential Information of the Disclosing Party; or (iv) disclosed to the Receiving Party without obligations of confidentiality by a third party without breach of any obligations of confidentiality. The Receiving Party may disclose Confidential Information without violating its obligations under this Section 7 to the extent that such disclosure is required pursuant to court order, duly authorized subpoena, or applicable laws or regulations, provided that the Receiving Party shall promptly notify the Disclosing Party of such intended disclosure and cooperate in any good faith efforts by the Disclosing Party to obtain a protective order or otherwise limit or protect such disclosure to the extent possible.

 

 

7.4

The obligations of this Section 7 shall survive the termination or expiration of this Agreement for a period of seven (7) years. Upon the termination or expiration of this Agreement, the Receiving Party shall deliver to the other, or at the option of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, provided that each party shall be entitled to retain one copy of the Confidential Information as necessary for archival purposes and/or as required by law.

 

8.	Indemnification and Insurance

 

8.1

You agree to indemnify and hold harmless the Company and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents (including Professionals), representatives, successors and assigns from any and all actions, claims, charges, demands, costs, expenses and damages (including attorney’s fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your use of the Services, your violation of any law or contract arising from or relating to this Agreement or the Services, or your breach or violation of any provision of this Agreement.

 

8.2

You agree to use best efforts to include Professional as a covered, endorsed and/or scheduled party on your Director’s & Officer’s insurance policy to the extent that Professional is acting as such. You agree to provide proof of such coverage to Company within 30 days of execution of this Agreement.

 

9.	Limitation of Liability

 

9.1

You agree that under no circumstances will the Company or a Professional be liable to you or to any third party for any indirect, incidental, consequential, exemplary or punitive damages arising from or relating to the Services or this Agreement. The Company will not be liable for any claims against you by third parties. In no event shall the maximum cumulative liability of the Company arising from or related to any conduct in connection with this Agreement exceed the fees paid to the Company hereunder. These limitations will apply to any liability arising from any cause of action whatsoever, whether in contract, tort (including negligence), strict liability, or otherwise, even if the Company is advised of the possibility of such costs or damages.

 

10.	Miscellaneous Provisions

 

10.1

Governing Law & Arbitration

 

(a)

This Agreement, as well as any claims arising from or related thereto, shall be governed by and be construed in accordance with the laws of the State of New York without regard to its choice-of-law rules.

 

 

(b)

Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to this Agreement, including the arbitrability of any such dispute, controversy or claim, shall be exclusively and finally determined by arbitration before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Rules and Procedures. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Client is headquartered (i) in Europe, in which case such Client may elect to have the arbitration held in London, England, or (ii) in Asia, in which case such Client may elect to have the arbitration held in Singapore. The language to be used in the arbitration proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of the Company’s right to seek injunctive relief in any court of competent jurisdiction as provided for in this Agreement. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitration proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor the Company shall be entitled to join or consolidate claims by or against other Clients, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and the Company are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.

 

10.2

Notices

 

You and the Company each agree that any notices under this Agreement may be provided electronically. You agree to send any notices under this Agreement to the Company at compliance@lsassociates.com. You agree that notice to you under this Agreement will be considered sufficient if it is emailed to you at the email address in the signature block below.

 

10.3	Severability

 

If any provision of this Agreement is determined by any court or other competent authority to be illegal, invalid, or unenforceable to any extent, it will to that extent be severed from the remainder of this Agreement, and the remainder of the Agreement will otherwise continue to be in full effect.

 

10.4

No Waiver

 

No delay or failure by any party in exercising any right under this Agreement, nor any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes a consent to any other or subsequent breach.

 

10.5	Counterparts

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

11.	Complete Agreement

 

11.1

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes all previous agreements, whether written or oral, entered into between the parties.

 

11.2

No amendment to this Agreement shall be binding upon either party hereto, unless it is in writing and executed on behalf of each party hereto by a duly authorized representative and expressly specified as such.

 

Signature page follows

 

 

IN WITNESS WHEREOF, this Agreement is executed effective as of August 31, 2023.

 

LS Associates
a Division of LifeSci Advisors, LLC			NRx Pharmaceuticals, Inc.
By:	/s/ Scott Janssen		By:	/s/ Stephen Willard
Name:	Scott Janssen		Name:	Stephen Willard
Title:	Managing Director		Title:	CEO
Email:	compliance@Lsassociates.com		Email:	willard@nrxpharma.com

 

 

STATEMENT OF WORK # 1_2023

 

This Statement of Work (“SOW”) by and between LS Associates, a Division of LifeSci Advisors, LLC (“LifeSci”) and NRx Pharmaceuticals, Inc. (“the Client”) and pursuant to the terms of the Client Agreement dated August 31, 2023 shall be effective as of August 31, 2023.

 

1.	DESCRIPTION OF SERVICES

 

a.

LifeSci is providing consulting services to Client for projects on an as-needed basis as recommended by the Professional(s) and in accordance with a agreed upon project plan. LifeSci consulting services will be provided by Professionals who may serve as Client’s interim CFO.

 

2.	TERM AND TERMINATION

 

a.

The term of this SOW (the “SOW Term”) shall commence as of the date first written above and shall expire on the twelve (12)-month anniversary of such date unless earlier terminated in accordance with the terms hereof. Unless either party gives notice to the other at least thirty (30) days prior to the expiration of the SOW Term, the SOW Term of this Agreement shall be automatically renewed on a month by month basis after the initial term.

 

b.

Either party may terminate, for any reason, upon notice to the other with thirty (30) days notice.

 

c.

In the event that either party materially breaches or defaults in the performance or observation of any of the provisions of this Agreement and such breach or default is incapable of cure, or with respect to a material breach or default capable of cure, such breach or default is not cured within thirty (30) days after receiving written notice from the other party specifying such breach or default, the non-defaulting party shall have the right to terminate this Agreement upon written notice to the defaulting party.

 

3.

FEES

 

a.

LifeSci will bill Client on a monthly basis and the fee is based on hours worked by our Professionals. Rates for the following professionals are:

 

i.

CFO consultants are billed at a rate of $450.0 (four hundred fifty US dollars) per hour.

 

ii.

Chief Accounting Officer / Technical Accounting consultants are billed at a rate of $350.00 (three hundred fifty US dollars) per hour.

 

iii.

Legal and Compliance/SEC consultants are billed at a rate of $495.00 (four hundred ninety five US dollars) per hour.

 

b.

Once engaged, we will work with Client to prepare a detailed project plan for the workstreams that will be jointly developed, completed, and approved by Client. LifeSci expects the annual fees for Interim CFO services to be in the range of $295,000 to $395,000, based on our experience. Our Professionals will review the fees on a quarterly basis with the Client and report the fees incurred against the Client’s budget.

 

IN WITNESS WHEREOF, the parties hereto have executed this SOW as of the day and year first above written. Please confirm that this SOW meets with your approval by signing where indicated below and returning a signed copy of this SOW to LifeSci.

 

Signature page follows

 

 

LS Associates
a Division of LifeSci Advisors, LLC
By:	/s/ Scott Janssen
Name:	Scott Janssen
Title:	Managing Director

 

Accepted and agreed to as of the date first written above:

 

NRx Pharmaceuticals, Inc.
By:	/s/ Stephen Willard
Name:	Stephen Willard
Title:	CEO

 

 

 

Exhibit 99.1

 

NRx Pharmaceuticals Announces Agreement with LifeSci Associates to Provide Financial Services and Support

 

·       Industry veteran Richard Narido joins the NRx Pharmaceuticals management team

 

RADNOR, Pa., September 14, 2023 /PRNewswire/ - NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) ("NRx Pharmaceuticals" or the "Company"), a clinical-stage biopharmaceutical company, today announced that it has entered into an agreement (the “Agreement”) with LS Associates, a division of LifeSci Advisors, LLC (“LSA”), pursuant to which LSA will provide certain consulting services to the Company, including but not limited to, arranging for the provision the Company’s Interim Chief Financial Officer. In connection with the Agreement, the Company appointed Richard Narido to serve as Interim Chief Financial Officer of the Company. As Interim Chief Financial Officer, Mr. Narido will serve as the Company’s principal financial officer and principal accounting officer.

 

“I am pleased to welcome Richard to the team at NRx Pharmaceuticals; He brings great experience and energy to our dynamic company,” said Stephen Willard, Chief Executive Officer of NRx Pharmaceuticals. “Additionally, we are pleased to have immediate access to LSA’s broad team of financial professionals, who will be available to us as needed,” he continued.

 

Prior to his appointment as the Company’s Interim Chief Financial Officer, Mr. Narido served as the Chief Financial Officer of Lucira Health (“Lucira”) until Pfizer Inc.’s acquisition of Lucira in April 2023. From July 2018 to March 2021, Mr. Narido served in various roles at Assembly Biosciences, Inc., including most recently as Executive Director, Finance, Controllership and Treasury. From June 2014 to June 2018, Mr. Narido served in various roles at Bio-Rad Laboratories, Inc., including as Americas Head of Finance, Global Commercial Operations. Prior to June 2018, Mr. Narido held various finance roles, including Global Head Finance Reporting and Accounting for Novartis Vaccines and Diagnostics and several industry-related positions, including Business Unit Controller for McKesson Corporation. Mr. Narido also serves as a board member on the Arthritis National Research Foundation’s board of directors. Mr. Narido started his career with PricewaterhouseCoopers’s Financial Audit and Assurance practice. Mr. Narido holds a Bachelor of Science degree from the University of San Francisco and a Master of Science degree from the Pepperdine Graziadio Business School.

 

The Company also today announced that it accepted the resignation of Seth Van Voorhees, Ph.D., former Chief Financial Officer of the Company, which was tendered on September 11, 2023, as he has decided to pursue other professional opportunities. His resignation will be effective as of September 30, 2023, in order to facilitate a smooth transition. “We thank Seth for his many contributions to the Company, and we wish him well in his future endeavors,” commented Mr. Willard.

 

About NRX-101

 

NRX-101, a fixed dose combination of D-cycloserine and lurasidone, has been granted Fast Track Designation, Breakthrough Therapy Designation, a Special Protocol Agreement, and a Biomarker Letter of Support from the FDA for S-TRBD. Additionally, the product is being developed in chronic pain and PTSD.

 

Up to 50% of individuals with bipolar disorder attempt suicide over their lifetime, and estimates indicate that up to 20% may succumb to suicide. The only FDA-approved treatment for patients with treatment-resistant suicidal bipolar depression remains electroconvulsive therapy.

 

 

Conventional antidepressants can increase the risk of suicide in certain patients; hence their labels contain a warning to that effect. NRX-101 is a patented, oral, fixed dose combination of D-cycloserine and lurasidone, neither of which has shown addiction potential in preclinical models. Based on the results of a Phase 2 proof-of-concept study, NRX-101 received Breakthrough Therapy Designation from the FDA for the treatment of severe bipolar depression in patients with ASIB after initial stabilization with ketamine or other effective therapy.

 

NRX-101 is one of the first oral antidepressants currently in late-stage clinical studies targeting the NMDA-receptor in the brain, which represents potentially a key new mechanism to treat depression with and without suicidality, as well as chronic pain, PTSD and other indications, as well as potential use in UTI.

 

About NRx Pharmaceutical

 

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’s lead program NRX-101, an oral, fixed-dose combination of D-cycloserine and lurasidone, targets the brain’s N-methyl-D-aspartate (NMDA) receptor and is being investigated in a Phase 2b/3 clinical trial for suicidal treatment-resistant bipolar depression (S-TRBD), which includes patients with both acute and sub-acute suicidality, an indication for which the only approved treatment is electroshock therapy. The Company has partnered with Alvogen Pharmaceuticals, who owns the worldwide rights to NRX-101 for treatment of S-TRBD, to help bring NRX-101 to a global population of patients with unmet medical need. NRx Pharmaceuticals is currently exploring NRX-101’s potential to act as a non-opioid chronic pain treatment option and is continuing to plan to enroll patients in an Israeli-based trial of patients suffering from post-traumatic stress disorder with depression and suicidality.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, which may include, but are not limited to, statements regarding our financial outlook, product development, business prospects, and market and industry trends and conditions, as well as the Company's strategies, plans, objectives, and goals. These forward-looking statements are based on current beliefs, expectations, estimates, forecasts, and projections of, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements. A discussion of these and other factors, including risks and uncertainties with respect to the Company, is set forth in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

 

The Company assumes no obligation to revise any forward-looking statement, whether as a result of new information, future events or otherwise. Accordingly, you should not place reliance on any forward-looking statement, and all forward-looking statements are herein qualified by reference to the cautionary statements set forth above.

 

 

CORPORATE CONTACT
Jeremy Feffer

 

LifeSci Advisors, Inc.

jfeffer@lifesciadvisors.com

 

Matthew Duffy

Chief Business Officer

mduffy@nrxpharma.com

 

 

v3.23.2

Cover	Sep. 11, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 11, 2023
Entity File Number	001-38302
Entity Registrant Name	NRX PHARMACEUTICALS, INC.
Entity Central Index Key	0001719406
Entity Tax Identification Number	82-2844431
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1201 Orange Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	484
Local Phone Number	254-6134
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NRXP
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Common Stock
Trading Symbol	NRXPW
Security Exchange Name	NASDAQ

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