Form 8-K - Current report

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) January 15, 2025

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.

On January 15, 2025, NRx Pharmaceuticals, Inc. (the “Company”) appointed Mike Taylor as a Class I member of the Board of Directors of the Company (“Board”).

Mike Taylor, 50, is a 25-year veteran in the global credit business, focused on special situations and capital formation. Mr. Taylor currently serves as a consultant to Hope Therapeutics, Inc., a wholly-owned subsidiary of the Company. Mr. Taylor previously served as a Partner of the Adi Dassler International Family office wealth advisory firm from August 2016 to February 14, 2023; as Managing Director at Oppenheimer & Co. Inc. from June 2011 to August 2016, a New York-based full-service brokerage and investment bank, focusing on complex debt structuring and transactions and multijurisdictional capital formation, and as Managing Director of Institutional Fixed Income Trading and Alternative Investments at Stone & Youngberg LLC, a private investment firm, from July 2004 to June 2011. Mr. Taylor began his career with Morgan Stanley as a Bond Trader. Mr. Taylor holds a Bachelor of Science degree in Economics & International Relations from the London School of Economics.

Mr. Taylor was appointed to fill the seat vacated as a result of the resignation from the Board of Janet Rehnquist on January 7, 2025. Mr. Taylor was designated to serve on the Board by JGS Holdings LLC, a Wyoming limited liability company (the “Investor”), in connection with the execution of that certain term sheet entered into on January 5, 2025 (the “Term Sheet”) by and between the Company, HOPE Therapeutics, Inc., a wholly-owned subsidiary of the Company (“HOPE”), and the Investor, whereby the Investor intends to purchase: (i) $25.0 million in shares of HOPE’s Series A Preferred Stock convertible into one-third of all fully diluted outstanding equity of HOPE; and (ii) 730,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) for a purchase price of $2.0 million.

Mr. Taylor, will serve until the Company’s next annual meeting of shareholders, or until his successor is elected and qualified. The above description of the Term Sheet is qualified in its entirety to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 10, 2025 and is incorporated by reference herein.

Except as disclosed herein, there are no related party transactions between the Company and Mr. Taylor that would require disclosure under Item 404(a) of Regulation S-K, nor are there any further arrangements or understandings in connection with the appointment of Mr. Taylor as a Class II member of the Company’s Board.

Item 8.01

Other Events.

January 21, 2025, the Company issued a press release announcing that the Company received a written notice from The Nasdaq Stock Market (”Nasdaq”) that the Company has regained compliance with the minimum market value of listed securities requirement under NASDAQ Listing Rule 5550(b)(2) for continued listing on the Nasdaq Capital Market.

A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1*		Press Release, dated January 21, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Furnished herewith.

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: January 22, 2025	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Title:	Interim Chief Executive Officer

Exhibit 99.1

NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) Regains Compliance With Nasdaq Minimum Market Value of Listed Securities Requirement

●

Company received written notice from the Nasdaq Listing Qualifications Staff stating that the Company regained compliance with the applicable Nasdaq minimum market value of listed securities continued listing requirement

●

Nasdaq stated that the matter is now closed

WILMINGTON, Del., Jan. 21, 2025 /PRNewswire/ -- NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) ("NRx", the "Company"), a clinical-stage biopharmaceutical company, today announced that on January 17, 2025, it received written notice from the Nasdaq Listing Qualifications Staff (the "Staff") stating that the Company regained compliance with the market value of listed Securities ("MVLS") requirement, as set forth in Nasdaq Listing Rule 5550(b)(2) (the "Rule") for continued listing on the Nasdaq Capital Market, and the matter is now closed.

As previously reported, the Company was notified by the Staff on August 6, 2024 that it was not in compliance with the Rule because it failed to maintain a MVLS of at least $35 million for a period of 30 consecutive trading days. To regain compliance with the Rule, the Company's Common Stock was required to maintain a MVLS of at least $35 million for a minimum of 10 consecutive trading days. This requirement was met on January 16, 2025, the 10^th consecutive trading day when the Company's MVLS was at least $35,000,000.

About NRx Pharmaceuticals, Inc.

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 plans to file an NDA for Accelerated Approval for NRX-101 in patients with bipolar depression and suicidality or akathisia. 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 initiation of filing a New Drug Application for NRX-100 (IV ketamine) for 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 closing the acquisition of Kadima and obtaining financing necessary to consummate the acquisition. 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, liquidity, the Company's ability to continue to meet the listing standards of the NASDAQ Capital Market, the Company's ability to meet the listing standards of the NASDAQ Global Market, including maintaining a minimum bid price of at least $4.00 per share for at least 90 consecutive days, and whether the Company's application to be traded on the NASDAQ Global Market will be approved. 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.

For further information:
Matthew Duffy
Chief Business Officer, NRx Pharmaceuticals
Co-Chief Executive Officer, HOPE Therapeutics, Inc.
mduffy@nrxpharma.com

Document And Entity Information	Jan. 15, 2025
Document Information [Line Items]
Entity, Registrant Name	NRX PHARMACEUTICALS, INC.
Document, Type	8-K
Document, Period End Date	Jan. 15, 2025
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38302
Entity, Tax Identification Number	82-2844431
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
Amendment Flag	false
Entity, Central Index Key	0001719406
CommonStockParValue0001PerShare Custom [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
WarrantsToPurchaseOneShareOfCommonStock Custom [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