HOPE Therapeutics, a medical and technology driven company, and a wholly-owned subsidiary of NRx Pharmaceuticals, announced the signing and of a Stock Purchase Agreement (“SPA”) with Smith & Sauer, LLC, as the first step in a $27.0 million financing to fund the planned acquisition of HOPE clinics. The agreement signed today provides for the immediate funding of $2.0 million in NRx common stock and commits Smith and Sauer to purchase an additional $25 million in newly issued Series A Preferred Stock of HOPE, the proceeds of which are intended to be used to initiate a nationwide rollup of Interventional Psychiatry Clinics to treat patients with severe, suicidal depression and PTSD. The first $6.75 million tranche is committed by February 7, 2025, with the full $25 million committed on or before April 1, 2025.
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The Company anticipates leveraging the Smith and Sauer investment with bank debt and similar instruments to fund an initial rollup of Interventional Psychiatry Clinics with anticipated revenues of approximately $100 million on a pro-forma basis by the end of 2025. Unlike “ketamine clinics” that are frequently operated by non-mental health professionals, HOPE anticipates building a best-in-class nationwide chain of facilities that combine treatment with ketamine and other psychedelic medications with Transcranial Magnetic Stimulation (TMS) and recently FDA-approved Digital Therapeutics to best serve patients with life-threatening depression, PTSD, and related disorders.
“Today’s transaction caps several months of intensive work as we have identified best-in-class interventional psychiatry clinics and assembled the capital from both Anson Funds and Smith and Sauer to consummate the initial acquisitions. The resources committed today are anticipated to bring the Company to the $100 million revenue threshold. We have initiated a financial advisory relationship with a leading investment bank to assemble the next $400 million of capital required to build a national and international presence,” said Jonathan Javitt, MD MPH Chairman of NRx Pharmaceuticals. “Psychedelic Medications such as ketamine, neuromodulation technologies such as TMS, and digital therapeutics have sparked a revolution in psychiatry where for the first time patients with life threatening conditions such as depression and PTSD hope for a brighter future. As we develop HOPE Therapeutics, we aim to bring that future to the 16 million Americans who consider ending their lives each year and the 45 million Americans who suffer from depression and PTSD.”
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“We are honored to partner with NRx and HOPE to tackle the pressing mental health challenges facing our nation, particularly within the military and veteran communities,” said Dallas Sauer, Co-Founder of Smith & Sauer.
“This partnership underscores the critical importance of addressing mental health with innovative and accessible solutions,” said Anita Nunes, Co-Founder of Smith & Sauer. “We are proud to support HOPE and NRx in their mission to bring transformative care to underserved communities, including our veterans and military families.”
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Readers are advised to consult the Current Report on Form 8-K that NRx intends to file with the Securities and Exchange Commission on or before January 31, 2025 for a complete description of the Stock Purchase Agreement Although no assurances can be given, closing of the additional $25 million investment in HOPE’s Series A Preferred Stock remains subject to execution of definitive agreements and the satisfaction of standard closing conditions.
The information in this press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Source – prnewswire
