NRx Pharmaceuticals Announces Closing of $25 Million Private Placement Priced at a Premium to Market Under Nasdaq Rules

Rhea-AI Summary

NRx Pharmaceuticals (NRXP) announced the closure of a private placement resulting in $25 million in gross proceeds. The offering included 7,824,727 shares of common stock and investment options exercisable at $3.07 per share. The shares were sold at a price of $3.195 each, a premium over market value. The offering was facilitated by H.C. Wainwright & Co. The company is actively developing treatments for COVID-19 and bipolar depression, with ongoing clinical trials and regulatory designations, including Fast Track and Breakthrough Therapy Designation.

Positive

• Successful closing of a private placement generating $25 million.
• Shares sold at a premium price of $3.195, enhancing capital influx.
• Development of significant therapies including BriLife™ COVID vaccine and ZYESAMI® for COVID-19.
• Phase 3 trials for NRX-101 underway, with regulatory support from the FDA.

Negative

• None.

RADNOR, Pa., Feb. 2, 2022 /PRNewswire/ -- NRx Pharmaceuticals (NRx) (Nasdaq: NRXP (or the "Company"), a Delaware corporation, today announced that it has closed its previously announced private placement priced at a premium to market under Nasdaq rules of 7,824,727 shares of its common stock and unregistered preferred investment options (the "investment options") to purchase up to an aggregate of 7,824,727 shares of common stock. The purchase price for one share of common stock and one investment option to purchase one share of common stock was $3.195.  The investment options have an exercise price of $3.07 per share, are exercisable six months following issuance, and have a term equal to five years following the date of initial exercise.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the private placement were $25 million before deducting placement agent fees and other offering expenses.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About NRx Pharmaceuticals
NRx Pharmaceuticals (NRx) draws upon more than 300 years of collective, scientific, and drug-development experience to bring improved health to patients. The Company is developing the BriLife™ Covid vaccine, developed by the Israel Institute for Biological Research, under an exclusive license from the Israel Ministry of Defense. NRx is additionally developing ZYESAMI® (aviptadil) for patients with COVID-19 and has been granted Fast Track designation by the US Food and Drug Administration (FDA), and is currently undergoing phase 3 trials funded by the US National Institutes of Health, the Biomedical Advanced Research and Development Authority (BARDA) of the US Department of Health and Human Services, and the Medical Countermeasures program, part of the US Department of Defense. The FDA has additionally granted Breakthrough Therapy Designation, a Special Protocol Agreement, and a Biomarker Letter of Support to NRx for NRX-101, an investigational medicine to treat suicidal bipolar depression. NRX-101 is currently in Phase 3 trials, with readouts expected in 2022.

NRx is led by executives who have held senior roles at Allergan, J&J, Lilly, Novartis, Pfizer, and the US FDA. NRx is chaired by Prof Jonathan Javitt, MD, MPH, who has held leadership roles in six biotechnology startup companies with public exits and been appointed to advisory roles in four US Presidential Administrations. The NRx board includes Dr. Sherry Glied, former US Assistant Secretary for Health (ASPE), Daniel E. Troy, JD, former Chief Counsel of the US FDA, Chaim Hurvitz, former director of Teva and President of the Teva International Group, and General H.R. McMaster, Ph.D. (US Army, Ret.) the 26th United States National Security Advisor.

Cautionary Note Regarding Forward-Looking Statements
This announcement of NRx Pharmaceuticals, Inc. includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, which may include, but are not limited to, statements regarding the use of the proceeds from this private placement, our financial outlook, product development, business prospects, and market and industry trends and conditions, as well as the company's strategies, plans, objectives, and goals. These forward-looking statements are based on current beliefs, expectations, estimates, forecasts, and projections of, as well as assumptions made by, and information currently available to, the company's management. The company assumes no obligation to revise any forward-looking statement, whether as a result of new information, future events or otherwise.  Accordingly, you should not place reliance on any forward-looking statement, and all forward-looking statements are herein qualified by reference to the cautionary statements set forth above.

CORPORATE CONTACT	INVESTOR RELATIONS
Jack Hirschfield	Eric Goldstein
Head of External Affairs, NRx	Managing Director
jhirschfield@nrxpharma.com	LifeSci Advisors
	egoldstein@lifesciadvisors.com

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SOURCE NRx Pharmaceuticals

FAQ

What was the amount raised by NRx Pharmaceuticals in the recent private placement?

NRx Pharmaceuticals raised $25 million in gross proceeds from the private placement.

What is the exercise price for the investment options associated with NRx's private placement?

The exercise price for the investment options is $3.07 per share.

Who acted as the placement agent for NRx Pharmaceuticals' offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

What is the significance of the securities not being registered under the Securities Act?

The securities offered may not be sold in the U.S. unless under a registration statement or exemption.

What clinical developments is NRx Pharmaceuticals currently pursuing?

NRx is developing the BriLife™ COVID vaccine and ZYESAMI® for COVID-19, with various FDA designations.