NRx Pharmaceuticals (NASDAQ: NRXP) plans stock sale with 15% underwriter option

Rhea-AI Filing Summary

NRx Pharmaceuticals, Inc. plans an underwritten public offering of its common stock, using an already effective shelf registration statement on Form S-3. The company also expects to grant the underwriter a 30-day option to buy up to an additional 15% of the shares sold on the same terms. Net proceeds are currently intended for working capital and general corporate purposes to support the company’s growth. The transaction remains subject to market and other conditions, and there is no assurance on completion, timing, or final size.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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

Underwriter option size: 15% of shares sold

1 metrics

Underwriter option size 15% of shares sold 30-day option to purchase additional common stock

Key Terms

underwritten public offering, shelf registration statement, Fast Track Designation, Breakthrough Therapy Designation, +2 more

6 terms

underwritten public offering financial

"it intends to offer shares of its common stock ... in an underwritten public 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.

shelf registration statement regulatory

"offered pursuant to an effective shelf registration statement on Form S-3"

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 medical

"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 medical

"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.

New Drug Application regulatory

"initiated a New Drug Application filing for NRX-100 for the treatment of suicidal ideation"

A new drug application is a formal request submitted to government regulators seeking approval to market a new medicine. It is like a detailed proposal that shows the drug has been tested for safety and effectiveness. For investors, receiving approval signals that the drug may soon become available for sale, potentially leading to revenue growth and impacting the company's value.

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Understanding 8-K Material Events →

false 0001719406 0001719406 2026-06-02 2026-06-02

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 2, 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 8.01. Other Events.

On June 2, 2026, NRx Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that it intends to offer shares of its common stock, par value $0.001 per share (“Common Stock”) in an underwritten public offering (the “Offering”).

A copy of the press release is attached hereto as Exhibit 99.1.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release dated June 2, 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 2, 2026	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Title:	Chief Executive Officer

Exhibit 99.1

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

WILMINGTON, Del., June 2, 2026 (GLOBE NEWSWIRE) -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced that it intends to offer shares of its common stock, par value $0.001 per share (“Common Stock”) in an underwritten public offering (the “Offering”). The Company also expects to grant to the underwriter of the Offering a 30-day option to purchase up to an additional 15% of the shares of Common Stock sold in the Offering on the same terms and conditions. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering.

BTIG, LLC is acting as the lead bookrunner for the Offering. Lucid Capital Markets, LLC is acting as joint bookrunning manager for the Offering.

The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes to support its growth.

The shares of Common Stock will be offered 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. Before investing in this Offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying base prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying base prospectus, which provide more information about the Company and the Offering.

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 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

FAQ

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

NRx Pharmaceuticals announced it intends to offer shares of common stock in an underwritten public offering. The deal will use an effective Form S-3 shelf registration statement and remains subject to market and other conditions.

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

NRx Pharmaceuticals currently intends to use net proceeds from the offering for working capital and general corporate purposes. The company states these funds are meant to support its growth and ongoing operations.

What is the underwriter’s option in the NRx Pharmaceuticals (NRXP) offering?

The company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the common stock sold. These additional shares would be issued on the same terms and conditions as the main offering.

Which banks are managing the NRx Pharmaceuticals (NRXP) stock offering?

BTIG, LLC is acting as the lead bookrunner for the NRx Pharmaceuticals common stock offering. Lucid Capital Markets, LLC is serving as joint bookrunning manager alongside BTIG in the transaction.

Under what registration statement is the NRx Pharmaceuticals (NRXP) offering being made?

The common stock will be offered under an effective Form S-3 shelf registration statement, File No. 333-288205. This registration statement was declared effective by the U.S. Securities and Exchange Commission on December 22, 2025.

What stage of development is NRx Pharmaceuticals (NRXP) and what drugs is it developing?

NRx Pharmaceuticals is a clinical-stage biopharmaceutical company focused on central nervous system disorders. It is developing NRX-100 (intravenous ketamine) and NRX-101 (oral D-cycloserine/lurasidone) for suicidal depression and related conditions.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB