NRx Pharmaceuticals, a clinical-stage biopharmaceutical company, 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 with certain institutional investors. The Company also intends to issue certain senior secured convertible promissory 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 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.
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“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 health services 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.
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In connection with the Financing, the Company will issue to the investors approximately 1.2 million shares of common stock at $2.88 per share and an equal number of common stock purchase warrants with an exercise of $2.88 per share.
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. 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.
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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, and the base prospectus dated as of June 21, 2022, contained therein.
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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.
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Source – prnewswire
