---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-068540"
form_type: "8-K"
ticker: "NRXP"
cik: "0001719406"
company_name: "NRX Pharmaceuticals, Inc."
filed_at: "2023-06-06T23:59:59+00:00"
generated_at: "2026-06-14T06:42:11.728803+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NRx Pharmaceuticals announces $6.28M registered direct offering of common stock and warrants

## Summary
- Registered direct offering of 9,670,002 shares at $0.65/share for ~$6.28M gross proceeds.
- Concurrent private placement of warrants for 9,670,002 shares at $0.6525/share; exercisable after 6 months for 5 years.
- Existing warrants with exercise prices of $3.07-$12.00 amended to $0.6525 and expiration extended to 5.5 years post-closing.
- Net proceeds to be used for working capital and to initiate NRX-101 research for PTSD and chronic pain.
- Closing expected June 8, 2023; H.C. Wainwright acting as exclusive placement agent.

## SEC filing metadata
- accession: 0001104659-23-068540
- form_type: 8-K
- ticker: NRXP
- cik: 0001719406
- company_name: NRX Pharmaceuticals, Inc.
- filed_at: 2023-06-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068540/0001104659-23-068540-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068540/tm2317653d5_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-068540
- JSON: https://secwatch.observer/filing/0001104659-23-068540.json
- Plain text: https://secwatch.observer/filing/0001104659-23-068540.txt

## Key facts
- Material Agreements
  NRX Pharmaceuticals, Inc. entered into Lock-Up Agreement with Jonathan Javitt and Daniel Javitt and entities controlled by them.
  - Action: entry
  - Counterparty: Jonathan Javitt and Daniel Javitt and entities controlled by them
  source text: Jonathan Javitt, Director and Chief Scientist, and Daniel Javitt, the brother of Jonathan Javitt, and entities controlled by them, have entered into a customary lock-up agreement (the “Lock-Up Agreement”) with the Company providing that each will not transfer shares of Common Stock and certain other securities held by them for a period of 60 days following the closing of the Offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068540/0001104659-23-068540-index.htm
- Material Agreements
  NRX Pharmaceuticals, Inc. entered into Engagement Letter with H.C. Wainwright & Co. LLC (effective 2023-06-03).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: H.C. Wainwright & Co. LLC
  - Effective: 2023-06-03
  source text: H.C. Wainwright & Co. LLC is acting as the exclusive placement agent (the “Placement Agent”) for the Offering, pursuant to a letter agreement dated June 3, 2023 (the “Engagement Letter”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068540/0001104659-23-068540-index.htm
- Material Agreements
  NRX Pharmaceuticals, Inc. amended Warrant Amendment Agreement with certain Investors (effective 2023-06-06).
  - Action: amendment
  - Counterparty: certain Investors
  - Effective: 2023-06-06
  source text: the Company also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with certain Investors to amend certain existing warrants to purchase up to 9,622,778 shares of Common Stock that were previously issued in August 2021 and February 2022 to the Investors
  evidence_url: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068540/0001104659-23-068540-index.htm
- Material Agreements
  NRX Pharmaceuticals, Inc. entered into Securities Purchase Agreement with the Investors valued at approximately $6.28 million (effective 2023-06-06).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Investors
  - Value: approximately $6.28 million
  - Effective: 2023-06-06
  source text: On June 6, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers signatory thereto (the “Investors”), providing for the issuance and sale of 9,670,002 shares of the Company’s common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068540/0001104659-23-068540-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.