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NRx Pharmaceuticals, Inc. Announces Closing of $22.3 Million Public Offering of Common Stock and Including Exercise of the Underwriters’ Option

(Neutral)
(Very Positive)
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NRx Pharmaceuticals (Nasdaq: NRXP) closed a public offering of common stock at $3.50 per share, raising approximately $22.3 million in gross proceeds, including the underwriters’ option. The company plans to use net proceeds for working capital and general corporate purposes to support growth.

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Positive

  • Gross proceeds of approximately $22.3 million raised from public offering
  • Offering priced at a clearly stated $3.50 per share
  • Underwriters’ option to purchase additional shares was exercised
  • Net proceeds intended for working capital and general corporate purposes

Negative

  • Equity financing implies share dilution for existing shareholders
  • Gross proceeds are before underwriting discounts and offering expenses

News Market Reaction – NRXP

+2.22%
10 alerts
+2.22% News Effect
+10.8% Peak in 27 hr 59 min
+$3M Valuation Impact
$154.92M Market Cap
0.9x Rel. Volume

On the day this news was published, NRXP gained 2.22%, reflecting a moderate positive market reaction. Argus tracked a peak move of +10.8% during that session. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility. This price movement added approximately $3M to the company's valuation, bringing the market cap to $154.92M at that time.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement finalizes an underwritten equity raise at $3.50 per share, generating about $22.3 ...
Analysis

This announcement finalizes an underwritten equity raise at $3.50 per share, generating about $22.3 million in gross proceeds under an effective $150,000,000 Form S-3/A shelf. It follows earlier pricing and proposal notices, reinforcing a strategy of funding growth and working capital through registered offerings. When evaluating impact, investors can track how these funds support clinic expansion, pipeline progress, and future use of the remaining shelf capacity.

Key Figures

Offering price: $3.50 per share Gross proceeds: $22.3 million Shelf capacity: $150,000,000 +5 more
8 metrics
Offering price $3.50 per share Public offering of common stock
Gross proceeds $22.3 million Underwritten public offering closed June 4, 2026
Shelf capacity $150,000,000 Amended Form S-3/A shelf filed December 12, 2025
Carried-forward securities $78,644,060 Unsold securities from prior registration under Rule 415(a)(6)
Shares outstanding 29,605,150 shares Common stock outstanding as of December 11, 2025
Prior target proceeds $20.0 million Initial gross proceeds target in June 3, 2026 offering pricing
Underwriters’ option size 857,142 shares Additional shares if 30-day option fully exercised
Suicide statistic Every 11 minutes CEO comment on U.S. suicide deaths

Previous Offering Reports

4 past events · Latest: Jun 03 (Negative)
Same Type Pattern 4 events
Date Event Sentiment 24h Move Catalyst
Jun 03 Offering priced Negative -12.3% Priced underwritten common stock offering at $3.50 per share for cash.
Jun 02 Offering proposed Negative -12.3% Announced planned underwritten common stock offering under Form S-3 shelf.
Mar 09 Clinic opening Positive +1.8% HOPE Therapeutics opened Palm Beach clinic offering interventional psychiatry care.
Jan 05 Therapy partnership Positive -8.0% Announced nationwide neuroplastic therapy network with neurocare Group AG.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Offering-related headlines have often coincided with negative price moves, while operational and clinic-expansion news has seen more mixed to positive reactions.

Recent Company History

Over recent months, NRx has combined balance sheet actions with operational progress. Prior offering announcements on June 2–3, 2026 led to -12.34% moves, underscoring sensitivity to equity financings. In contrast, HOPE Therapeutics’ Palm Beach clinic launch on March 9, 2026 and the broader neuroplastic therapy partnership earlier in 2026 reflected strategic expansion of its interventional psychiatry footprint. Today’s closing of the underwritten offering builds directly on the previously priced deal, using the existing shelf to fund ongoing growth initiatives.

Key Terms

underwritten public offering, par value, bookrunning manager, shelf registration statement on form s-3, +2 more
6 terms
underwritten public offering financial
"announced the closing of its previously announced underwritten public offering (the “Offering”)"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
par value financial
"shares of its common stock, par value $0.001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
bookrunning manager financial
"BTIG, LLC acted as the lead bookrunning manager for the Offering"
A bookrunning manager is the lead investment bank that organizes and runs a securities offering, collecting demand from investors, recommending the offering price, and deciding how shares are allocated. Investors care about who fills this role because the manager’s pricing judgment, distribution network and reputation strongly influence the deal’s price, who gets shares, and how smoothly the new stock trades—much like a conductor shaping an orchestra’s public performance.
shelf registration statement on form s-3 regulatory
"The Offering was made pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
base prospectus regulatory
"including a base prospectus, filed with the U.S. Securities and Exchange Commission"
A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.
prospectus supplement regulatory
"Copies of the prospectus supplement and the accompanying base prospectus may be obtained"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Offering was led by B Group Capital with significant participation from, among others, Columbia Threadneedle Investments, Corbets Capital, Venture 76, and Mossrock Capital

WILMINGTON, Del., June 04, 2026 (GLOBE NEWSWIRE) -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced the closing of its previously announced underwritten public offering (the “Offering”) of shares of its common stock, par value $0.001 per share (“Common Stock”) at a public offering price of $3.50 per share of Common Stock.

The gross proceeds of the Offering were approximately $22.3 million before deducting underwriting discounts and commissions in the Offering and other estimated expenses payable by the Company, including exercise of the underwriters’ option to purchase additional shares of common stock. The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes to support its growth.

“We at NRx thank the fundamental healthcare investors together with BTIG and Lucid who have placed their trust in us to bring lifesaving drugs to market. In an era where an American dies from suicide every 11 minutes, we feel honored to be part of the potential solution,” said Jonathan Javitt, MD, MPH, Chairman and CEO of NRx Pharmaceuticals.

BTIG, LLC acted as the lead bookrunning manager for the Offering and Lucid Capital Markets, LLC acted as joint bookrunning manager for the Offering. The Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-288205), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 22, 2025. Copies of the prospectus supplement and the accompanying base prospectus may be obtained from BTIG, LLC, at 65 East 55th Street, New York, New York 10022 or by telephone at (212) 593-7555, or by email at ProspectusDelivery@btig.com.

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.

About NRx Pharmaceuticals, Inc.

NRx Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal depression, chronic pain, and PTSD. The Company is developing NRX-100 (preservative-free intravenous ketamine) and NRX-101, (oral D-cycloserine/lurasidone). NRX-100 has been awarded Fast Track Designation for the treatment of Suicidal ideation in Depression, including Bipolar Depression. NRX-101 has been awarded Breakthrough Therapy Designation for the treatment of suicidal bipolar depression. NRx has filed an Abbreviated New Drug Application (ANDA), and initiated a New Drug Application filing for NRX-100 for the treatment of suicidal ideation in patients with depression, including bipolar depression.

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. 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. Forward-looking statements herein include, but are not limited to, the expected use of the proceeds from the Offering. The Company has reported regulatory milestones as they have been achieved but has not predicted the outcome of any future regulatory determination. 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, including uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy, and, among other things, 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, subsequent Quarterly Report on Form 10-Q 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.

For further information:
Brian Korb
Managing Partner, astr partners (917) 653-5122
brian.korb@astrpartners.com


FAQ

What did NRx Pharmaceuticals (NRXP) announce on June 4, 2026 about its stock offering?

NRx Pharmaceuticals announced the closing of a public offering, raising about $22.3 million in gross proceeds. According to the company, the offering involved common stock priced at $3.50 per share, including shares sold through the underwriters’ exercised option.

How much capital did NRx Pharmaceuticals (NRXP) raise in its June 2026 public offering?

NRx Pharmaceuticals raised approximately $22.3 million in gross proceeds from its public offering. According to the company, this amount is before underwriting discounts, commissions, and other expenses, and includes proceeds from the underwriters’ option to purchase additional common shares.

At what price was NRx Pharmaceuticals (NRXP) common stock sold in the June 2026 offering?

NRx Pharmaceuticals sold its common stock at a public offering price of $3.50 per share. According to the company, this price applied to all shares in the underwritten offering, including those issued through the underwriters’ exercised option to buy extra shares.

How does NRx Pharmaceuticals plan to use the proceeds from the June 2026 NRXP stock offering?

NRx Pharmaceuticals intends to use the net proceeds for working capital and general corporate purposes. According to the company, these funds are expected to support its growth as a clinical-stage biopharmaceutical business focused on developing potential lifesaving drugs.

Who managed the June 2026 public offering for NRx Pharmaceuticals (NRXP)?

BTIG acted as lead bookrunning manager and Lucid Capital Markets served as joint bookrunning manager. According to NRx Pharmaceuticals, the offering was conducted under an effective Form S-3 shelf registration statement previously declared effective by the U.S. Securities and Exchange Commission.

Was the underwriters’ option exercised in the June 2026 NRx Pharmaceuticals (NRXP) offering?

Yes, the underwriters’ option to purchase additional common shares was exercised as part of the offering. According to NRx Pharmaceuticals, the total gross proceeds of approximately $22.3 million include the shares issued under this exercised option.