- This financing is expected to support filing of New Drug
Applications for NRX-100 (ketamine) and NRX-101, and to
support launch of HOPE Therapeutics
- Investment consists of $3.5
million in above the market equity and $5.4 million in Senior Secured Notes; expected to
fund current operations into 2026
WILMINGTON, Del., Jan. 28,
2025 /PRNewswire/ -- NRx Pharmaceuticals, Inc.
(NASDAQ: NRXP) ("NRx", "NRx Pharmaceuticals" or the "Company"), a
clinical-stage biopharmaceutical company, today announced that it
has entered into a binding agreement for a registered direct
offering of its common stock with expected gross proceeds of
$3.5 million (the "Financing") with
certain institutional investors. The Company also intends to issue
certain senior secured convertible promissory notes (the "Notes")
with expected gross proceeds of $5.4
million to the same institutional investors pursuant to that
certain securities purchase agreement dated August 12, 2024 (the "Note Issuances"). The
Company intends to use the net proceeds from the Financing and the
Note Issuances to support, among other things, the New Drug
Application filing of its two lead products, NRX-100 and NRX-101,
the launch of HOPE Therapeutics, and the potential addition of new
products to its pipeline. The Financing and Note Issuances together
are expected to fund current operations into 2026 and, in concert
with projected product sales and potential non-dilutive funding,
the Company believes NRx will reach profitability.
"We welcome the support of Anson Funds and the confidence they
have expressed by making a direct equity investment into our
company. These proceeds will support our FDA filings of two
lifesaving drugs that we hope will improve the lives of patients
with suicidal depression and potentially PTSD, support the launch
of HOPE Therapeutics to deliver state-of-the-art care to those in
need, and potentially enable us to acquire additional pipeline
assets. This funding is expected to further enable the Company to
close non-dilutive financing specifically for the purpose of
acquiring already-profitable interventional psychiatry clinics for
HOPE Therapeutics," said Jonathan
Javitt, MD, MPH, Founder, Chairman and [interim] Chief
Executive Officer of NRx Pharmaceuticals. "We are pleased to
that Anson Funds continues to see significant value in our mission
and that they are joining us to bring Hope to Life."
"We are delighted to continue working with NRx Pharmaceuticals
in their development of a very promising pipeline, with two
medicines with potential to transform the lives of patients with
suicidal depression and their loved ones. We look forward to
potential registrations and approvals of these products," said
Amin Nathoo, Principal, Anson Funds.
In connection with the Financing, the Company will issue to the
investors approximately 1.2 million shares of common stock (the
"Registered Direct Shares") at $2.88
per share and an equal number of common stock purchase warrants
with an exercise of $2.88 per share
(the "RD Warrants").
The Notes are expected to be issued at an original discount of
8%, an interest rate of 6% per annum with a term of 15 months, and
will initially be convertible into shares of the Company's common
stock at $3.78 per share. The
investors are expected to receive warrant coverage equivalent to
50% of their investment, which will initially be exercisable into
shares of the Company's Common Stock at $3.78 per share (such warrants, the
"Warrants"). The conversion price of the Notes and the
exercise price of such warrants will each be subject to customary
adjustments and adjustments for certain corporate transactions. The
Company intends to file a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission, which will describe the terms
of the Financing and Note Issuances, and include all related
exhibits.
The RD Warrants have not been registered under the Securities
Act of 1933, as amended, and may not be resold in the United States except pursuant to an
effective registration statement with the Securities and Exchange
Commission or an exemption from registration under the Securities
Act and any applicable state securities laws. When issued, the
Notes and Warrants will not be registered under the Securities Act
of 1933, as amended, and may not be resold in the United States except pursuant to an
effective registration statement with the Securities and Exchange
Commission or an exemption from registration under the Securities
Act and any applicable state securities laws.
The Registered Direct Shares will be offered and sold by the
Company pursuant to an effective shelf registration statement on
Form S-3, which was filed with the SEC on June 9, 2022, and subsequently declared effective
on June 21, 2022 (File No.
333-265492) (the "Registration Statement"), and the base
prospectus dated as of June 21, 2022,
contained therein.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
About NRx Pharmaceuticals, Inc.
NRx Pharmaceuticals is a clinical-stage biopharmaceutical
company developing therapeutics based on its NMDA platform for the
treatment of central nervous system disorders, specifically
suicidal bipolar depression, chronic pain, and PTSD. The Company is
developing NRX-101, an FDA-designated investigational Breakthrough
Therapy for suicidal treatment-resistant bipolar depression and
chronic pain. NRx plans to file an NDA for Accelerated Approval for
NRX-101 in patients with bipolar depression and suicidality or
akathisia. NRX-101 additionally has potential to act as a
non-opioid treatment for chronic pain, as well as a treatment for
complicated UTI.
NRx has recently announced initiation of filing a New Drug
Application for NRX-100 (IV ketamine) for the treatment of suicidal
depression, based on results of well-controlled clinical trials
conducted under the auspices of the US National Institutes of
Health and newly obtained data from French health authorities,
licensed under a data sharing agreement. NRx was awarded Fast Track
Designation for development of ketamine (NRX-100) by the US FDA as
part of a protocol to treat patients with acute suicidality.
About HOPE Therapeutics, Inc.
HOPE Therapeutics, Inc. (www.hopetherapeutics.com) is a
development stage healthcare delivery company that intends to
develop a best-in-class network of interventional psychiatry
clinics to offer ketamine transcranial magnetics stimulation (TMS)
and other lifesaving therapies to patients with suicidal depression
and related disorders, together with a digital therapeutic-enabled
platform designed to augment and preserve the clinical benefit of
NMDA-targeted drug therapy.
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. Forward-looking statements generally
include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as
"may," "will," "should," "would," "expect," "plan," "believe,"
"intend," "look forward," and other similar expressions among
others. These statements relate to future events or to the
Company's future financial performance, and involve known and
unknown risks, uncertainties and other factors that may cause the
Company's actual results to be materially different from any future
results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. These risks and
uncertainties include, without limitation, risks and uncertainties
related to whether or not the Company will be able to raise capital
through the sale of its securities; the Company's ability to
consummate the Financing or the Note Issuances; the Company's
ability to repay the Notes; the Company's ability to complete New
Drug Application filing of its lead products; the Company's ability
to develop new products; the Company's ability to achieve
profitability; market conditions; satisfaction of customary closing
conditions related to future closings; the Company's ability to
maintain adequate liquidity and financing sources; various risks
related to the Company's business operations; and other risks and
uncertainties, including those described within the section
entitled "Risk Factors" in the Company's Annual Report on Form 10-K
for the year ended December 31, 2023,
and other filings with the Securities and Exchange Commission. You
should not place undue reliance on forward-looking statements since
they involve known and unknown risks, uncertainties and other
factors which are, in some cases, beyond the Company's control and
which could, and likely will, materially affect actual results,
levels of activity, performance or achievements. Any
forward-looking statement reflects the Company's current views with
respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy, liquidity, the Company's
ability to utilize the funds received. Investors and security
holders are urged to read these documents free of charge on the
SEC's website at http://www.sec.gov. Except as may be required
by applicable law, The Company assumes no obligation to publicly
update or revise these forward-looking statements for any reason,
or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, whether
as a result of new information, future events or otherwise.
For further information:
Matthew Duffy
Chief Business Officer, NRx Pharmaceuticals
Co-Chief Executive Officer, HOPE
Therapeutics, Inc.
mduffy@nrxpharma.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/nrx-pharmaceuticals-inc-nasdaqnrxp-advances-relationship-with-anson-funds-with-8-9-million-financing-including-above-the-market-equity-and-senior-secured-debt-302361623.html
SOURCE NRx Pharmaceuticals, Inc.
