NRx Pharmaceuticals (NASDAQ: NRXP) closes $22.3M stock sale

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NRx Pharmaceuticals completed an underwritten public offering of 5,714,286 shares of common stock at $3.50 per share, with underwriters granted a 30-day option for 857,142 additional shares. The company expects net proceeds of about $18.8 million, or $21.6 million if the option is fully exercised.

The gross proceeds described in related press releases were approximately $20.0 million at pricing and $22.3 million at closing, including full exercise of the underwriters’ option. NRx plans to use the cash for working capital and general corporate purposes to support its growth. Directors and executives agreed to a 60-day lockup on stock sales.

Insights

NRx raises ~$22M equity capital to fund operations and growth.

NRx Pharmaceuticals executed an underwritten public stock offering at $3.50 per share, initially for 5,714,286 shares, with the underwriters exercising their option for additional shares, bringing gross proceeds to about $22.3 million.

This primary equity raise provides fresh capital for working capital and general corporate purposes, according to the company’s disclosures. The offering was conducted under an effective shelf registration statement on Form S-3, with BTIG and Lucid Capital Markets acting as bookrunning managers.

The company also agreed to customary underwriting terms, including indemnification provisions and a roughly 60-day lockup for directors and executive officers starting on June 3, 2026. Actual impact on existing shareholders depends on prior share count and future capital needs, which are not detailed in this excerpt.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Primary shares offered: 5,714,286 shares Underwriters’ option shares: 857,142 shares Offering price: $3.50 per share +5 more

8 metrics

Primary shares offered 5,714,286 shares Underwritten public offering of common stock

Underwriters’ option shares 857,142 shares 30-day option to purchase additional common stock

Offering price $3.50 per share Public offering price for common stock

Estimated net proceeds $18.8M–$21.6M Company estimate after fees, depending on option exercise

Gross proceeds at pricing $20.0M Press release announcing pricing of the offering

Gross proceeds at closing $22.3M Press release announcing closing, including option exercise

Lockup period 60 days Directors and executives restricted from stock sales after June 3, 2026

Shelf registration Form S-3 File No. 333-288205 Registration statement declared effective December 22, 2025

Key Terms

underwriting agreement, underwritten public offering, shelf registration statement, Fast Track Designation, +2 more

6 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

underwritten public offering financial

"announced the pricing of an underwritten public offering (the “Offering”) of 5,714,286 shares"

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.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3 (No. 333-288205)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Fast Track Designation regulatory

"NRX-100 has been awarded Fast Track Designation for the treatment of Suicidal ideation"

A "fast track designation" is a process that speeds up the review and approval of a product or project, allowing it to reach the market or be completed more quickly than usual. For investors, it can signal that a product may become available sooner, potentially leading to earlier revenue or benefits, and indicating a priority status that might influence company performance and market opportunities.

Breakthrough Therapy Designation regulatory

"NRX-101 has been awarded Breakthrough Therapy Designation for the treatment of suicidal bipolar depression"

A breakthrough therapy designation is a regulatory fast-track given to a drug or treatment that shows early signs of providing a major improvement over existing options for a serious condition. Think of it as a VIP lane that can speed up development and more intensive guidance from regulators, which matters to investors because it can shorten time to market, reduce development risk and potentially increase a company’s value — though it does not guarantee approval.

Abbreviated New Drug Application (ANDA) regulatory

"NRx has filed an Abbreviated New Drug Application (ANDA), and initiated a New Drug Application filing"

An Abbreviated New Drug Application (ANDA) is the regulatory request a company files to get approval to market a generic version of an existing prescription drug by showing it has the same active ingredient, strength, dosage form and works the same in the body without repeating full clinical trials. Think of it as proving your copy of a recipe tastes and performs the same as the original. For investors, ANDA approvals determine whether a lower‑cost competitor can enter a market, affecting sales, pricing, patent disputes and the value of both the original drug maker and the generic entrant.

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Understanding 8-K Material Events →

06/04/2026 - 05:20 PM

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) June 3, 2026

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

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 1.01.

Entry into a Definitive Material Agreement.

Underwriting Agreement

On June 3, 2026, NRx Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC, as representative of the several underwriters listed in Schedule A thereto (the “Underwriters”) in connection with a public offering of an aggregate of 5,714,286 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), by the Company at a price to the public of $3.50 per share (the “Offering”). In addition, the Company granted the Underwriters a 30-day option to purchase up to 857,142 additional shares of Common Stock.

The Company estimates that the net proceeds of the Offering will be approximately $18.8 million (or $21.6 million, if the Underwriters’ option to purchase additional shares of Common Stock is exercised in full), in each case, after deducting compensation payable in connection with the offering and other estimated offering expenses payable by the Company.

The Offering is being made pursuant to a shelf registration statement on Form S-3 (No. 333-288205) that was previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on December 22, 2025 and a prospectus supplement and accompanying base prospectus, which were filed with the SEC.

The Offering closed on June 4, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock without first obtaining the written consent of the Underwriters, subject to certain exceptions, for sixty (60) days after the date of the Underwriting Agreement.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to, and incorporate herein by reference, the full text thereof, a copy of which is filed herewith as Exhibit 1.1.

This Current Report on Form 8-K 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.

Item 8.01.

Other Events.

On June 3, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1.

On June 4, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description

1.1		Underwriting Agreement dated June 3, 2026, by and between NRx Pharmaceuticals, Inc. and BTIG, LLC, as representative of the several underwriters named therein.

5.1		Legal Opinion of Cozen O’Connor.

23.1		Consent of Cozen O’Connor (included in Exhibit 5.1).

99.1		Press Release dated June 3, 2026.

99.2		Press Release dated June 4, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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: June 4, 2026	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Title:	Chief Executive Officer

Exhibit 99.1

NRx Pharmaceuticals, Inc. Announces Pricing of Public Offering of Common Stock

WILMINGTON, Del., June 3, 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 $0.001 per share (“Common Stock”) at a public offering price of $3.50 per share of Common Stock.

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 $20.0 million (or $23.0 million if the underwriter exercises its option to purchase additional shares of Common Stock in full) before deducting underwriting discounts and commissions in the Offering and other estimated expenses payable by the Company. The Offering is expected to close on June 4, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes to support its growth.

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

Exhibit 99.2

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

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 4, 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.

About NRx Pharmaceuticals, Inc.

Notice Regarding Forward-Looking Statements

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

Source: View Original Filing on SEC EDGAR

FAQ

What did NRx Pharmaceuticals (NRXP) announce in this 8-K filing?

NRx Pharmaceuticals disclosed it entered an underwriting agreement for a public offering of common stock, issuing 5,714,286 shares at $3.50 per share, with an underwriters’ option and proceeds earmarked for working capital and general corporate purposes to support its growth plans.

How much capital is NRx Pharmaceuticals (NRXP) raising in the offering?

The company’s press releases state gross proceeds of approximately $20.0 million at pricing and $22.3 million at closing, including full exercise of the underwriters’ option. The company estimates net proceeds of about $18.8 million, or $21.6 million if the option is fully exercised, after fees and expenses.

What are the key terms of NRx Pharmaceuticals’ (NRXP) stock offering?

NRx is selling 5,714,286 common shares at $3.50 per share, with a 30-day option for underwriters to purchase up to 857,142 additional shares. The deal uses an existing Form S-3 shelf registration, with BTIG and Lucid Capital Markets serving as bookrunning managers for the transaction.

How will NRx Pharmaceuticals (NRXP) use the proceeds from the stock sale?

NRx Pharmaceuticals states it currently intends to use the net proceeds from the offering for working capital and general corporate purposes. These funds are described as supporting the company’s growth, which includes advancing its clinical-stage programs targeting suicidal depression, chronic pain, and PTSD.

Were there any lockup or resale restrictions in the NRx (NRXP) offering?

Yes. The company and its directors and executive officers agreed not to sell or transfer common stock for 60 days after June 3, 2026, without underwriter consent, subject to certain exceptions. This customary lockup is intended to limit insider share sales immediately following the completion of the public offering.

What platform and indications is NRx Pharmaceuticals (NRXP) developing?

NRx is a clinical-stage biopharmaceutical company developing therapeutics based on an NMDA platform for central nervous system disorders. Its key candidates, NRX-100 and NRX-101, target suicidal depression, chronic pain, and PTSD, with Fast Track and Breakthrough Therapy designations in suicidal depression-related indications already granted by regulators.

Filing Exhibits & Attachments

8 documents

NRx Pharmaceuticals (NASDAQ: NRXP) closes $22.3M stock sale

Rhea-AI Filing Summary

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