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  4. [Form 3] NRX Pharmaceuticals, Inc. Initial Statement of Beneficial Ownership

Initial Form 3: B Group Discloses 3M NRXP Shares Indirectly Held

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

NRX Pharmaceuticals, Inc. (NRXP) Form 3 reports that The B Group, Inc., B Group Capital LLC (the Fund) and Branden B. Muhl disclosed indirect beneficial ownership of 3,000,000 shares of common stock held directly by the Fund. The filing lists the reporting persons as an investment adviser (B Group), the Fund, and Mr. Muhl as manager and controlling owner.

The transaction date triggering the filing was 08/18/2025 and the Form was signed on 08/20/2025. The reporting persons state they file jointly but expressly disclaim membership in a Section 13(d) group.

Positive

  • Transparent initial disclosure: The Form 3 clearly reports indirect beneficial ownership of 3,000,000 shares and the reporting relationships
  • Joint filing with disclaimer: Reporting persons expressly disclaim being a group, clarifying their filing posture

Negative

  • None.

Insights

TL;DR: Routine Section 16 initial ownership filing showing indirect ownership of 3,000,000 NRXP shares by an affiliated fund.

The Form 3 is a standard initial disclosure under Section 16 for NRXP, documenting that the Fund holds 3,000,000 shares and that B Group and Branden Muhl may be deemed indirect beneficial owners through advisory and managerial relationships. There are no derivatives, option grants, or other securities reported. This is a transparency filing rather than a corporate event and provides a clear starting point for tracking future insider transactions.

TL;DR: Properly executed initial beneficial ownership disclosure with joint filing and explicit group disclaimer.

The filing identifies roles and clarifies the chain of ownership: Fund holds the shares directly, B Group as adviser and Mr. Muhl as manager may be deemed indirect owners. The explicit disclaimer of membership in a group under Rule 3d-5(b) is appropriate. No governance changes, officer appointments, or related-party transactions are reported here.

Insider B Group, Inc.
Role 10% Owner
Type Security Shares Price Value
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,000,000 shares (Indirect, See Note 1)
Footnotes (1)
  1. F1. The reporting persons are The B Group, Inc. ("B Group"), B Group Capital LLC (the "Fund") and Branden B. Muhl. B Group is the investment adviser of the Fund. Mr. Muhl is the manager and controlling owner of the Fund and B Group, respectively. B Group is filing this Form 3 for itself, the Fund and Mr. Muhl. The securities are held directly by the Fund. The reporting persons are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 3d-5(b) under the Securities Exchange Act of 1934, as amended. B Group may be deemed to indirectly beneficially own the securities as the investment adviser to the Fund. Mr. Muhl may be deemed to indirectly beneficially own securities as the manager of the Fund and control person of B Group. The reporting persons disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.

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FAQ

What did the Form 3 for NRXP disclose about ownership?
The filing discloses that the Fund directly holds 3,000,000 shares of NRXP common stock, with B Group and Branden B. Muhl identified as related reporting persons.

Who are the reporting persons on the NRXP Form 3?
The reporting persons are The B Group, Inc., B Group Capital LLC (the Fund), and Branden B. Muhl.

When was the event requiring the NRXP Form 3 reported?
The date of the event requiring the statement is listed as 08/18/2025, and the Form was signed on 08/20/2025.

Does the Form 3 report any derivative securities for NRXP?
No. Table II for derivative securities contains no entries; the filing reports only non-derivative common stock.

Did the reporting persons claim group status on the NRXP Form 3?
No. They stated they file jointly but expressly disclaim membership in a group under Rule 3d-5(b).
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
B Group, Inc.
(Last) (First) (Middle)
2900 MCKINNON STREET
SUITE 1101
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2025 		3. Issuer Name and Ticker or Trading Symbol
NRX Pharmaceuticals, Inc. [ NRXP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,000,000 I See Note 1(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting persons are The B Group, Inc. ("B Group"), B Group Capital LLC (the "Fund") and Branden B. Muhl. B Group is the investment adviser of the Fund. Mr. Muhl is the manager and controlling owner of the Fund and B Group, respectively. B Group is filing this Form 3 for itself, the Fund and Mr. Muhl. The securities are held directly by the Fund. The reporting persons are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 3d-5(b) under the Securities Exchange Act of 1934, as amended. B Group may be deemed to indirectly beneficially own the securities as the investment adviser to the Fund. Mr. Muhl may be deemed to indirectly beneficially own securities as the manager of the Fund and control person of B Group. The reporting persons disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
/s/ Branden B. Muhl, Chief Executive Officer 08/20/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR