RADNOR,
Pa., Feb. 27, 2024 /PRNewswire/ -- NRx
Pharmaceuticals, Inc. (Nasdaq: NRXP), ("NRx Pharmaceuticals" or the
"Company"), a clinical-stage biopharmaceutical company,
today announced the pricing of its underwritten public offering of
shares of its common stock (or pre-funded warrants in lieu
thereof) at a public offering price of $0.30 per share, for aggregate gross proceeds of
approximately $1,500,000 million,
prior to deducting underwriting discounts and other offering
expenses. In addition, the Company has granted the underwriters a
45-day option to purchase up to an additional 750,000 shares of
common stock (or pre-funded warrants in lieu thereof) at the public
offering price per share, less the underwriting discounts to cover
over-allotments, if any. The offering is expected to close on
February 28, 2024, subject to
satisfaction of customary closing conditions.
EF Hutton LLC is acting as the sole book-runner for the
offering.
In parallel, the company has received a commitment from an
existing investor to invest $1,000,000 on the same terms, to be concluded
separately.
NRx Pharmaceuticals intends to use the net proceeds from the
offering for working capital and general corporate purposes. The
Company additionally plans to use the net proceeds from the
offering to service current debt obligations, rather than conveying
stock for that purpose.
"Investors have asked management to provide context for this
transaction and other recent events," said Jonathan Javitt, the Company's Chairman. "Over
the past two weeks, management has announced financing transactions
that in aggregate create $7.5 million
in working capital while incurring approximately 10% dilution to
current shareholders. On a mathematical basis, that is highly
accretive to current shareholder value while avoiding transactions
involving hedge funds and warrants that are common in today's
biotechnology marketplace. Common stock transactions without
warrant coverage are uncommon in today's market and we thank EF
Hutton for bringing fundamental retail investors to our Company.
The additional capital extends the Company's runway well past the
current clinical trial readouts and creates a solid platform for
the launch of HOPE Therapeutics. Moreover, the capital provides the
company with resources to service its current debt obligations in
cash rather than paying in stock which has in the past created
selling pressure on the Company's securities. We look forward to
sharing the upcoming data readouts with investors, developing the
NRX-101 registration program with Alvogen, and focusing on the
execution of our launch of HOPE Therapeutics. Given recent
developments disclosed in yesterday's presentation, we anticipate
that HOPE will generate its first revenue from sales by the end of
Q2 2024."
The securities are being offered by the Company pursuant to a
"shelf" registration statement on Form S-3 (File No. 333-265492),
including a base prospectus, filed with the U.S. Securities and
Exchange Commission (the "SEC") on June 9,
2022, as amended on June 14,
2022, and declared effective on June
21, 2022.
The offering is being made only by means of a prospectus
supplement and accompanying prospectus. A prospectus supplement
describing the terms of the public offering will be filed with the
SEC and will form a part of the effective registration statement. A
preliminary prospectus supplement and accompanying prospectus
relating to this offering have been filed with the SEC.
Copies of the prospectus supplement and the accompanying
prospectus relating to this offering may be obtained, when
available, on the SEC's website at http://www.sec.gov or by
contacting EF Hutton LLC Attention: Syndicate Department, 590
Madison Avenue, 39th Floor, New York,
NY 10022, by email at syndicate@efhuttongroup.com, or by
telephone at (212) 404-7002.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any offer,
if at all, will be made only by means of the prospectus supplement
and accompanying prospectus forming a part of the effective
registration statement.
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.
About HOPE Therapeutics, Inc.
HOPE Therapeutics, Inc. (www.hopetherapeutics.com) is a wholly
owned subsidiary of NRX Pharmaceuticals focused on development and
marketing of an FDA-approved form of intravenous ketamine for the
treatment of acute suicidality and depression together with a
digital therapeutic-enabled platform designed to augment and
preserve the clinical benefit of NMDA-targeted drug therapy.
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
of 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 SEC.
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.