B Group Discloses 12.62% Stake in NRX Pharmaceuticals (3,000,000 Shares)

Rhea-AI Filing Summary

NRx Pharmaceuticals, Inc. received a Schedule 13G disclosing that B Group Capital LLC holds 3,000,000 shares of the issuer's common stock, representing 12.62% of the outstanding class based on 23,769,901 shares outstanding after the issuer's registered direct offering. The filing names three reporting persons: The B Group, Inc., B Group Capital LLC and Branden B. Muhl, and states that The B Group, Inc. serves as investment adviser to B Group Capital LLC while Mr. Muhl is the controlling person and manager. The filing includes a Joint Filing Agreement as Exhibit 99 and a certification that the shares were not acquired to influence control.

Positive

• Disclosure of material stake: B Group Capital LLC holds 3,000,000 shares, representing 12.62% of NRXP's common stock.
• Transparency and coordination: The filing includes a Joint Filing Agreement (Exhibit 99) and signatures from each reporting person.

Negative

• None.

Insights

Financial Analyst

TL;DR B Group-affiliated entities disclosed a material 12.62% stake in NRXP, a significant passive position for investors to note.

The Schedule 13G reports a 3,000,000-share holding by B Group Capital LLC, which is attributed also to The B Group, Inc. and Branden B. Muhl due to advisory and control relationships. Ownership percentage is calculated from 23,769,901 shares outstanding after the company’s registered direct offering. The filing is a passive disclosure under Schedule 13G conventions and includes a Joint Filing Agreement. For investors, this clarifies a single investor-aligned block exceeding the 5% reporting threshold and provides transparency on voting and dispositive power, which are reported as shared.

Corporate Governance Expert

TL;DR Filing signals an identifiable large holder with shared voting and dispositive power, disclosed via coordinated signatures.

The document identifies three reporting persons and explains the relationships: The B Group, Inc. is the investment adviser to B Group Capital LLC and Branden B. Muhl is the controlling person/manager. All three report 0 sole voting or dispositive power and 3,000,000 shared voting and dispositive power. The included certification states the position was not acquired to influence control, and Exhibit 99 is a Joint Filing Agreement, supporting coordinated disclosure. This information is material to board dynamics and shareholder composition because it documents a concentrated, disclosed position.

FAQ

How many NRXP shares does B Group Capital LLC own?

The filing discloses ownership of 3,000,000 shares of NRX Pharmaceuticals common stock.

What percentage of NRXP does the reported stake represent?

The reported position represents 12.62% of the outstanding common stock based on 23,769,901 shares outstanding after the issuer's registered direct offering.

Who are the reporting persons named on the Schedule 13G for NRXP?

The reporting persons are The B Group, Inc., B Group Capital LLC, and Branden B. Muhl.

Does the filing state whether the shares were acquired to influence control of NRXP?

Yes. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

What voting and dispositive powers are reported?

Each reporting person reports 0 sole voting/dispositive power and 3,000,000 shared voting and dispositive power.

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Accepted by SEC EDGAR 08/21/2025 - 06:42 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NRx Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

629444209

(CUSIP Number)

08/18/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

The B Group, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.62 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

B Group Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.62 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Branden B. Muhl

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.62 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NRx Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 1201 Orange Street, Suite 600 Wilmington, DE 19801
Item 2.
(a)	Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: The B Group, Inc. B Group Capital LLC Branden B. Muhl The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: The principal business address of The B Group, Inc. is 2900 McKinnon Street, Suite 1101, Dallas, Texas 75201. The principal business address of each of B Group Capital LLC and Mr. Muhl is c/o The B Group, Inc., 2900 McKinnon Street, Suite 1101, Dallas, Texas 75201.
(c)	Citizenship: The B Group, Inc. is organized under the laws of the State of Kansas. B Group Capital LLC is organized under the laws of the State of Delaware. Branden B. Muhl is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.001 par value
(e)	CUSIP No.: 629444209
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. This Schedule 13G relates to 3,000,000 shares of Common Stock held by B Group Capital LLC. The B Group, Inc. serves as investment adviser to B Group Capital LLC. Mr. Muhl is the controlling person and manager of The B Group, Inc. and B Group Capital LLC, respectively. In such capacities, The B Group, Inc. and Mr. Muhl may each be deemed to beneficially own the shares of Common Stock held by B Group Capital LLC.
(b)	Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. Ownership percentages are based on 23,769,901 shares of the Issuer's Common Stock outstanding immediately after giving effect to the completion of the Issuer's registered direct offering, as reported in the Prospectus Supplement filed pursuant to Rule 424(b)(5) by the Issuer with the Securities and Exchange Commission on August 18, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The B Group, Inc.

Signature:	/s/ Branden B. Muhl
Name/Title:	Branden B. Muhl/Chief Executive Officer
Date:	08/20/2025

B Group Capital LLC

Signature:	/s/ Branden B. Muhl
Name/Title:	Branden B. Muhl/Manager
Date:	08/20/2025

Branden B. Muhl

Signature:	/s/ Branden B. Muhl
Name/Title:	Branden B. Muhl
Date:	08/20/2025

Exhibit Information

Exhibit 99: Joint Filing Agreement