M&A - NRX Pharmaceuticals, Inc.

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.

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