Biotech Firm NRX Pharma Halts Stock Offering Plans in Strategic Shift

Rhea-AI Filing Summary

NRX Pharmaceuticals has formally requested the withdrawal of its Form S-1 Registration Statement (File No. 333-283220) that was initially filed on November 14, 2024. The company has decided not to proceed with its planned public offering at this time.

Key points:

• The withdrawal request was made pursuant to Rule 477(a) under the Securities Act of 1933
• The Registration Statement had not been declared effective by the SEC
• No securities were sold under this Registration Statement
• The request was signed by Jonathan Javitt, Chairman and Interim Chief Executive Officer

This withdrawal could signal a shift in the company's capital raising strategy or a response to market conditions. The decision to withdraw rather than proceed with the public offering may have implications for the company's growth plans and funding options.

Positive

• None.

Negative

• Company withdraws Form S-1 Registration Statement for planned public offering, indicating unfavorable market conditions or internal challenges affecting their ability to raise capital

NRx Pharmaceuticals, Inc.

1201 Orange Street, Suite 600

Wilmington, DE 19801

 

June 24, 2025 

 

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street NE

Washington, D.C. 20549

Attn: Tyler Howes

 

Re: NRx Pharmaceuticals, Inc.
Request to Withdraw Registration Statement on Form S-1
Filed November 14, 2024
File No. 333-283220

 

Dear Mr. Howes:

 

NRx Pharmaceuticals, Inc. (the “Company”) respectfully requests, pursuant to Rule 477(a) under the Securities Act of 1933, as amended (the “Act”), the immediate withdrawal of its Registration Statement on Form S-1 (File No. 333-283220), initially filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2024, together with all exhibits and amendments thereto (collectively, the “Registration Statement”).  The Company has determined to withdraw the Registration Statement and not to pursue the public offering at this time. The Registration Statement has not been declared effective by the Commission and the Company confirms that no securities have been sold pursuant to the Registration Statement.

 

If you have any questions or require further information regarding this application for withdrawal, please do not hesitate to contact the Company’s legal counsel, Jack Kennedy of Disclosure Law Group, (619) 272-7050.

 

Very truly yours,	 
 	 
/s/ Jonathan Javitt	 
Jonathan Javitt	 
Chairman and Interim Chief Executive Officer	 

 

cc: Jack Kenndy, Disclosure Law Group

 

 

FAQ

Why did NRXP withdraw its S-1 Registration Statement in June 2025?

NRXP withdrew its S-1 Registration Statement (File No. 333-283220) because the company determined not to pursue the public offering at this time. The withdrawal request was made on June 24, 2025, for the Registration Statement originally filed on November 14, 2024. No securities were sold under this Registration Statement as it was never declared effective by the SEC.

When did NRXP initially file the withdrawn S-1 Registration Statement?

NRXP initially filed the S-1 Registration Statement (File No. 333-283220) on November 14, 2024. The Registration Statement was subsequently withdrawn approximately seven months later on June 24, 2025.

Who is currently serving as NRXP's CEO as of June 2025?

According to the withdrawal filing, Jonathan Javitt is serving as NRXP's Chairman and Interim Chief Executive Officer as of June 2025.

Were any securities sold under NRXP's withdrawn S-1 Registration?

No securities were sold under the withdrawn S-1 Registration Statement. The company explicitly confirmed in the filing that the Registration Statement was never declared effective by the SEC and no securities were sold pursuant to it.