NRx Pharmaceuticals Announces Entry into Share Purchase Agreement with HOPE Therapeutics and JGS Holdings LLC

NRx Pharmaceuticals, Inc. recently disclosed its entry into a binding term sheet defining the terms of a significant share purchase agreement (SPA). The agreement involves NRx Pharmaceuticals, HOPE Therapeutics, Inc. (a wholly-owned subsidiary of NRx Pharmaceuticals), and JGS Holdings LLC, a Wyoming Limited Liability Company. The agreement outlines the purchase by the Investor of $25 million in shares of HOPE’s Series A Preferred Stock convertible into one-third of all fully diluted outstanding equity of HOPE, along with 730,000 shares of NRx Pharmaceuticals’ common stock at a price of $2.74 per share, totaling $2.0 million.

In return for the investment, the Investor is set to receive warrants to purchase 3.0 million shares of NRx Pharmaceuticals’ common stock, conditional participation rights in future equity financing transactions, certain royalty rights, and the right to appoint designees to the Boards of HOPE and NRx Pharmaceuticals. The Term Sheet also includes registration rights for the common stock issued to the investor.

The availability of capital under the Term Sheet is contingent upon the completion of due diligence, the execution of definitive agreements, and compliance with the terms and conditions of the SPA. NRx Pharmaceuticals furnished a press release announcing this significant investment as part of the disclosure.

The filing includes information about the unregistered sales of equity securities and the approval of other events previously discussed in Item 1.01. Additionally, the Company mentions it is not an emerging growth company and has not elected to use an extended transition period for complying with new financial accounting standards.

Exhibits attached to the filing include the Term Sheet between NRx Pharmaceuticals and JGS Holdings LLC, a press release dated January 6, 2025, and a cover page formatted as Inline XBRL. The signing authority for this report is Jonathan Javitt, the Interim Chief Executive Officer of NRx Pharmaceuticals, and the report was signed on January 10, 2025.

Further information, including financial statements and relevant exhibits, can be found in the full document.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read NRx Pharmaceuticals’s 8K filing here.

NRx Pharmaceuticals Company Profile

NRx Pharmaceuticals, Inc, a clinical-stage bio-pharmaceutical company, develops novel therapeutics for the treatment of central nervous system disorders, including suicidal depression, post-traumatic stress disorder, and chronic pain. Its products include NRX-101 (D-cycloserine/Lurasidone), an oral, fixed dosed combination of D-cycloserine and lurasidone that earned food and drug administration-designated breakthrough therapy for suicidal treatment-resistant bipolar depression; and NRX-100 (ketamine), which has been awarded FDA fast track designation for the treatment of severe bipolar depression with acute suicidal ideation and behavior.