NRx Pharmaceuticals, Inc. Announces Pricing of Public Offering of Common Stock
Rhea-AI Summary
NRx Pharmaceuticals (Nasdaq: NRXP) priced an underwritten public offering of 5,714,286 common shares at $3.50 per share, targeting approximately $20.0 million in gross proceeds, or $23.0 million if the underwriters’ 30-day option for 857,142 additional shares is fully exercised.
The offering is expected to close on June 4, 2026, subject to customary conditions. Net proceeds are intended for working capital and general corporate purposes to support growth. The deal uses an effective Form S-3 shelf registration statement, with BTIG and Lucid Capital Markets as bookrunning managers.
Positive
- Public offering size of approximately $20.0M in gross proceeds, up to $23.0M with option
- Issuance of 5,714,286 shares with a 30-day option for 857,142 more
- Expected closing date of June 4, 2026, providing near-term capital inflow
- Net proceeds earmarked for working capital and general corporate purposes
- Offering conducted under an effective Form S-3 shelf registration, supporting capital markets access
Negative
- New issuance of up to 6,571,428 shares may dilute existing shareholders
- Underwriting discounts, commissions, and expenses will reduce net proceeds below $20.0M–$23.0M gross range
News Market Reaction – NRXP
In the Jun 3 session, NRXP declined 12.34%, reflecting a significant negative market reaction. Argus tracked a peak move of +5.8% during that session. Argus tracked a trough of -5.5% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 09 | Clinic service offering | Positive | +1.8% | HOPE Therapeutics opened Palm Beach clinic for one-day depression and PTSD care. |
| Jan 05 | Therapy network launch | Positive | -8.0% | Joint nationwide neuroplastic therapy offering with neurocare Group AG for CNS disorders. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
For past 'offering'-tagged announcements, share reactions were mixed, with one positive and one notably negative move.
Recent 'offering'-tagged news for NRx focused on clinical service offerings rather than capital raises. On Jan 5, 2026, NRx and neurocare Group AG announced a joint neuroplastic therapy offering, and shares moved -8.02%. On Mar 9, 2026, HOPE Therapeutics opened a Palm Beach clinic offering one-day treatments, with shares up 1.76%. Compared with those service-focused offerings, the current announcement involves a public equity financing.
Key Terms
underwritten public offering financial
shelf registration statement regulatory
form s-3 regulatory
prospectus supplement regulatory
base prospectus regulatory
bookrunning manager financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
WILMINGTON, Del., June 03, 2026 (GLOBE NEWSWIRE) -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced the pricing of an underwritten public offering (the “Offering”) of 5,714,286 shares of its common stock, par value
The Company has also granted the underwriters a 30-day option to purchase up to an additional 857,142 shares of Common Stock.
The gross proceeds of the Offering will be approximately
BTIG, LLC is acting as the lead bookrunning manager for the Offering. Lucid Capital Markets, LLC is acting as joint bookrunning manager for the Offering. The Offering is being 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. A prospectus supplement describing the terms of the Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus, when available, 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, statements regarding the anticipated closing of the Offering and the expected use of the proceeds therefrom. Completion of the Offering is subject to numerous factors, many of which are beyond the Company’s control, including, without limitation, market conditions, failure to satisfy customary closing conditions and the risk factors and other matters set forth in the prospectus supplement and accompanying base prospectus included in the registration statement and the documents incorporated by reference therein. 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
