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NRx Pharmaceuticals Announces Definitive Purchase Agreement for Common, Unregistered Shares at $0.38 per Share

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NRx Pharmaceuticals, Inc. received $1.0 million in cash from an existing investor through the sale of approximately 2.7 million shares at $0.38 per share, along with warrants at $0.40 per share. This investment will support the company in reaching milestones in its development pipeline, including data for Suicidal Depression, Suicidal Bipolar Depression, and Chronic Pain.
Positive
  • NRx Pharmaceuticals secured $1.0 million in cash from an existing investor.
  • Approximately 2.7 million shares were sold at $0.38 per share, with a 26.7% premium to the recent stock offering.
  • The purchase includes warrants to buy common stock at $0.40 per share, valid for five years.
  • Funds will be utilized for achieving developmental milestones in various areas, including Suicidal Depression and Chronic Pain data.
  • The company expressed gratitude for the support of long-term investors amid challenging market conditions.
Negative
  • None.

The injection of $1.0 million into NRx Pharmaceuticals' capital through a private placement can be seen as a strategic move to bolster the company's financial position. This capital infusion at a 26.7% premium to the recent share offering price suggests a strong vote of confidence by the investor in the company's potential, especially given the current challenging biotechnology capital market. The inclusion of a 5-year warrant with a strike price of $0.40 per share further aligns the investor's interests with the long-term success of the company.

From a financial perspective, this transaction could potentially mitigate short-term liquidity concerns and support the company's ongoing clinical trials. However, the issuance of additional shares and warrants could lead to dilution of existing shareholders' equity, which is a common concern in equity financing. Investors will be watching closely for the results of the upcoming clinical trials, as positive outcomes could significantly enhance the company's valuation and justify the premium paid. Conversely, any setbacks could exacerbate the dilution effect and negatively impact shareholder value.

The development pipeline of NRx Pharmaceuticals, with a focus on Suicidal Depression, Suicidal Bipolar Depression and Chronic Pain, addresses areas of high unmet medical need. The progression of these clinical trials is critical, as positive data could lead to breakthrough therapies that would not only benefit patients but also potentially create significant revenue streams for the company. The mention of the HTX-100 program and the launch of Hope Therapeutics indicates the company's commitment to advancing its therapeutic portfolio.

For stakeholders, the key factor will be the efficacy and safety profiles emerging from the clinical data. The biopharmaceutical industry often sees high volatility around the release of clinical trial results, which can dramatically affect a company's stock price. Given the company's focus on serious mental health conditions, the success of these trials could also have broader implications for the healthcare sector, potentially influencing treatment protocols and insurance coverage policies.

NRx Pharmaceuticals' decision to sell shares at a premium in a challenging market environment indicates a strategic approach to capital raising that may resonate with investors looking for opportunities in the biopharmaceutical sector. The investor's willingness to engage in a private placement of unregistered shares suggests a long-term investment horizon and a belief in the company's growth prospects. The market will be monitoring the company's ability to meet its development milestones, as these are pivotal in validating the company's research approach and commercial potential.

Moreover, the biopharmaceutical industry is highly competitive and subject to rapid changes. The company's success in its clinical trials and subsequent commercialization efforts will be crucial in maintaining investor confidence and market position. The market will also assess the potential impact of NRx Pharmaceuticals' research on the competitive landscape, especially in the context of mental health treatments, which is an area of increasing focus and investment.

  • NRx Pharmaceuticals received approximately $1.0 million in cash from an existing investor
  • Shares were sold at $0.38, a 26.7% premium the recent share offering, along with one common 5-year warrant ($0.40/share strike)
  • Share purchase will assist the Company in achieving milestones across the development pipeline including Suicidal Depression, Suicidal Bipolar Depression and Chronic Pain data, as well as general corporate purposes

RADNOR, Pa., March 1, 2024 /PRNewswire/ -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) ("NRx Pharmaceuticals", the "Company"), a clinical-stage biopharmaceutical company, today announced that it entered into a definitive purchase agreement subject to standard closing conditions with an accredited investor to purchase approximately 2.7 million shares of unregistered common stock at $0.38 per share, along with an equal number warrants to purchase common stock at $0.40 per share; the term on these warrants is five (5) years.  The price of $0.38 per share represents a 26.7% premium to the company's most recent stock offering.

"In a very difficult biotechnology capital market, we are pleased to benefit from the support of committed long-term investors, particularly in their willingness to purchase unregistered shares for the purpose of long-term appreciation.  In the coming months, we expect to receive data from two important clinical trials, one in Suicidal Bipolar Depression and one in Chronic Pain, as well as advance our HTX-100 program in Suicidal Depression with the launch of Hope Therapeutics," said Stephen Willard, J.D., Chief Executive Officer of NRx Pharmaceuticals, Inc.

The common shares and warrants subscribed today are not currently registered and may only be purchased by accredited investors. They were sold based on unsolicited investor interest and not as part of any general solicitation.

This press release does not constitute an offer to sell securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such jurisdiction.

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 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.

FAQ

How much cash did NRx Pharmaceuticals receive from the existing investor?

NRx Pharmaceuticals received approximately $1.0 million in cash from an existing investor.

How many shares were sold and at what price?

Approximately 2.7 million shares were sold at $0.38 per share, representing a 26.7% premium to the recent stock offering.

What is the strike price for the warrants purchased?

The warrants purchased have a strike price of $0.40 per share and are valid for five years.

What milestones will the investment help NRx Pharmaceuticals achieve?

The investment will support NRx Pharmaceuticals in reaching milestones in areas such as Suicidal Depression, Suicidal Bipolar Depression, and Chronic Pain data.

What did the CEO, Stephen Willard, mention about the investors?

Stephen Willard, J.D., Chief Executive Officer of NRx Pharmaceuticals, expressed gratitude for the support of committed long-term investors, particularly in their willingness to purchase unregistered shares for long-term appreciation.

NRX Pharmaceuticals, Inc.

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