NRx Pharmaceuticals (NRXP) Prices $1.5M Share Offering at $0.30/sh

February 27, 2024 8:56 AM EST

NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), ("NRx Pharmaceuticals" or the "Company"), a clinical-stage biopharmaceutical company, today announced the pricing of its underwritten public offering of shares of its common stock (or pre-funded warrants in lieu thereof) at a public offering price of $0.30 per share, for aggregate gross proceeds of approximately $1,500,000 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock (or pre-funded warrants in lieu thereof) at the public offering price per share, less the underwriting discounts to cover over-allotments, if any. The offering is expected to close on February 28, 2024, subject to satisfaction of customary closing conditions.

EF Hutton LLC is acting as the sole book-runner for the offering.

In parallel, the company has received a commitment from an existing investor to invest $1,000,000 on the same terms, to be concluded separately.

NRx Pharmaceuticals intends to use the net proceeds from the offering for working capital and general corporate purposes. The Company additionally plans to use the net proceeds from the offering to service current debt obligations, rather than conveying stock for that purpose.

"Investors have asked management to provide context for this transaction and other recent events," said Jonathan Javitt, the Company's Chairman. "Over the past two weeks, management has announced financing transactions that in aggregate create $7.5 million in working capital while incurring approximately 10% dilution to current shareholders. On a mathematical basis, that is highly accretive to current shareholder value while avoiding transactions involving hedge funds and warrants that are common in today's biotechnology marketplace. Common stock transactions without warrant coverage are uncommon in today's market and we thank EF Hutton for bringing fundamental retail investors to our Company. The additional capital extends the Company's runway well past the current clinical trial readouts and creates a solid platform for the launch of HOPE Therapeutics. Moreover, the capital provides the company with resources to service its current debt obligations in cash rather than paying in stock which has in the past created selling pressure on the Company's securities. We look forward to sharing the upcoming data readouts with investors, developing the NRX-101 registration program with Alvogen, and focusing on the execution of our launch of HOPE Therapeutics. Given recent developments disclosed in yesterday's presentation, we anticipate that HOPE will generate its first revenue from sales by the end of Q2 2024."

The securities are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-265492), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 9, 2022, as amended on June 14, 2022, and declared effective on June 21, 2022.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to this offering have been filed with the SEC.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC's website at or by contacting EF Hutton LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at [email protected], or by telephone at (212) 404-7002.

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. Any offer, if at all, will be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.

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