---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-068973"
form_type: "8-K/A"
ticker: "NRXP"
cik: "0001719406"
company_name: "NRX Pharmaceuticals, Inc."
filed_at: "2023-06-07T23:59:59+00:00"
generated_at: "2026-06-14T05:56:05.625372+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# NRx Pharmaceuticals raises ~$6.28M in registered direct offering with warrants at $0.65/share

## Summary
- Gross proceeds of ~$6.28M; 9,670,002 shares sold at $0.65/share with warrants to purchase equal shares at $0.6525.
- Warrants exercisable 6 months after closing, expire 5.5 years from issuance; no future price adjustment except stock splits.
- Existing warrants (Aug 2021/Feb 2022, $3.07–$12.00) amended to $0.6525 exercise price, exercisable after 6 months, extended to 5.5 years.
- Proceeds for working capital, potential NRX-101 PTSD/chronic pain research; company plans to service current debt on interest basis through 2023.
- H.C. Wainwright acts as exclusive placement agent, receiving 6.5% cash fee and 2% warrant coverage of shares placed.

## SEC filing metadata
- accession: 0001104659-23-068973
- form_type: 8-K/A
- ticker: NRXP
- cik: 0001719406
- company_name: NRX Pharmaceuticals, Inc.
- filed_at: 2023-06-07T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068973/0001104659-23-068973-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068973/tm2317653d6_8ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-068973
- JSON: https://secwatch.observer/filing/0001104659-23-068973.json
- Plain text: https://secwatch.observer/filing/0001104659-23-068973.txt

## Key facts
- Material Agreements
  NRX Pharmaceuticals, Inc. entered into Engagement Letter with H.C. Wainwright & Co. LLC valued at 6.5% of the gross proceeds (effective 2023-06-03).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: H.C. Wainwright & Co. LLC
  - Value: 6.5% of the gross proceeds
  - 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/1719406/000110465923068973/0001104659-23-068973-index.htm
- Material Agreements
  NRX Pharmaceuticals, Inc. entered into Securities Purchase Agreement with the purchasers signatory thereto (the 'Investors') valued at approximately $6.28 million (effective 2023-06-06).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the purchasers signatory thereto (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 (“Common Stock”) and warrants to purchase up to 9,670,002 shares of Common Stock (the “Investor Warrants”) (or pre-funded warrants in lieu thereof).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068973/0001104659-23-068973-index.htm
- Material Agreements
  NRX Pharmaceuticals, Inc. amended Warrant Amendment Agreement with certain Investors.
  - Action: amendment
  - Counterparty: certain Investors
  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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1719406/000110465923068973/0001104659-23-068973-index.htm
- Material Agreements
  NRX Pharmaceuticals, Inc. entered into Lock-Up Agreement with Jonathan Javitt, Daniel Javitt, and entities controlled by them.
  - Action: entry
  - Counterparty: Jonathan Javitt, 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/1719406/000110465923068973/0001104659-23-068973-index.htm

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