M&A - NRX Pharmaceuticals, Inc.

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Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925016272

Filing Summary: On May 13, 2025, NRX Pharmaceuticals, Inc. announced the entry into a definitive purchase agreement with Kadima Neuropsychiatry Institute. The press release indicates that the consummation of the transactions is subject to customary closing conditions, which include the finalization of financing. Further details regarding this transaction will be provided in the Company’s next Quarterly Report on Form 10-Q. The agreement aims to further enhance NRX Pharmaceuticals' strategic position in the neuropsychiatry sector.

Additional details:

Press Release Date: 2025-05-13


Exhibit Description: Press release, dated May 13, 2025.


Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925000801

Filing Summary: On January 5, 2025, NRx Pharmaceuticals, Inc. entered into a binding term sheet for a share purchase agreement with HOPE Therapeutics, Inc. and JGS Holdings LLC. The agreement allows JGS Holdings to purchase $25 million in Series A Preferred Stock of HOPE, convertible into one-third of HOPE's fully diluted outstanding equity, and 730,000 shares of NRx's Common Stock at $2.74 per share for a total of $2 million. Additionally, JGS Holdings will receive warrants for 3 million shares of Common Stock, participation rights in future equity financing, royalty rights, and board appointment rights. The transaction is subject to completion of due diligence and definitive agreements. It's positioned as an unregistered sale exempt under Regulation D of the Securities Act.

Additional details:

Term Sheet Date: 2025-01-05


Preferred Stock Investment Amount: 25000000


Common Stock Investment Amount: 2000000


Warrant Shares: 3000000


Warrant Exercise Price: 3.00


Common Stock Price: 2.74


Additional Common Stock Shares: 500000


Additional Common Stock Price: 2.75


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