[8-K] NRX Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

NRx Pharmaceuticals reported that it recently raised an aggregate of approximately $8.8 million in gross proceeds from sales of common stock. The company clarified that this amount is comprised of gross proceeds from a registered direct common stock offering announced in August 2025 and from shares sold under its at-the-market (ATM) offering since the current fiscal quarter began on July 1, 2025. The company said these issuances included no warrants, repricing adjustments, or other variable rate features, and that the substantial majority of the proceeds were placed with experienced biotech investors. The disclosure notes the company will revert to reporting ATM gross proceeds in its quarterly reports and furnishes a related press release as an exhibit.

Positive

• Approximately $8.8 million in gross proceeds were raised through common stock sales
• Proceeds are comprised of a registered direct offering and ATM program, providing capital via two established channels
• No warrants, repricing adjustments, or other variable rate features were included, simplifying dilution assessment
• The substantial majority of the proceeds were placed with experienced biotech investors
• Company will resume reporting ATM gross proceeds in its quarterly reports, improving disclosure cadence

Negative

• None.

Insights

Securities Analyst

TL;DR The company raised about $8.8M via direct and ATM equity sales, with no attached warrants or variable features, easing dilution complexity.

The disclosure clarifies the composition of recent equity raises as gross proceeds from a registered direct offering and the companys ATM program, and stresses the absence of warrants or repricing features that might complicate future dilution calculations. Reporting that the majority of shares were placed with experienced biotech investors may indicate investor interest from sector-specialists. The company also states it will resume reporting ATM proceeds in its quarterly filings, which restores routine disclosure cadence for investors.

Corporate Finance Specialist

TL;DR A modest equity raise of ~ $8.8M was completed with straightforward terms; disclosure improves transparency on capital-raising activity.

From a capital-structure perspective, the raise is described as gross proceeds from common stock sales without attached warrants or variable-rate features, which simplifies immediate share-count and dilution analysis. The mix of a registered direct offering and ATM sales is a common approach to balance committed placements with ongoing liquidity-based sales. The return to reporting ATM proceeds in quarterly reports enhances ongoing transparency into incremental equity issuance.

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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) September 2, 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 8.01 Other Events.

On September 2, 2025, NRx Pharmaceuticals, Inc. (the “Company”) issued a press release, which in part provides that the Company recently raised an aggregate total of approximately $8.8 million. The Company is filing this current report on Form 8-K to provide ministerial clarification that the aggregate total is comprised of gross proceeds raised through the Company’s registered direct common stock offering announced in August 2025, as well as the utilization by the Company of its at-the-market offering program since the current fiscal quarter began on July 1, 2025, each of which include no warrants, repricing adjustments, or other variable rate features. The substantial majority of the $8.8 million in gross proceeds raised through the sale of common stock was placed with experienced biotech investors. A copy of the Press Release is furnished hereto as Exhibit 99.1. The Company will revert to reporting its gross proceeds raised under its ATM in the ordinary course via its Quarterly Reports on Form 10-Q.

The information in this Item 8.01 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 8.01 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated September 2, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: September 8, 2025	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Title:	Interim Chief Executive Officer

FAQ

How much capital did NRXP raise and in what form?

The company raised approximately $8.8 million in gross proceeds through the sale of common stock, comprised of a registered direct offering and ATM sales.

Were any warrants or repricing features attached to the stock sales?

No. The company stated that the offerings included no warrants, repricing adjustments, or other variable rate features.

Who purchased the majority of the shares in the recent raises?

The disclosure says the substantial majority of the gross proceeds were placed with experienced biotech investors.

How will NRXP report future ATM proceeds?

The company indicated it will revert to reporting gross proceeds raised under its ATM program in its quarterly reports.

Does the filing include the press release about the capital raise?

Yes. A copy of the press release is furnished as Exhibit 99.1 to the current report.