Benzinga | Jul 12, 2021 12:11PM EDT

NRX Pharmaceuticals Files For Offering Of ~8.76M Shares

This prospectus relates to the resale, from time to time, of up to 8,757,258 shares of our common stock, par value $0.001 per share ("Common Stock"), by the selling securityholders (including their pledgees, donees, transferees or other successors-in-interest) identified in this prospectus (the "Selling Securityholders"). This prospectus also relates to the issuance by us of up to 3,586,250 shares of Common Stock upon the exercise of outstanding warrants.

On May 24, 2021, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger (as amended the "Merger Agreement"), dated December 13, 2020, by and among our company (formerly known as Big Rock Partners Acquisition Corp. ("BRPA")), NeuroRx, Inc. ("NeuroRx") and Big Rock Merger Corp., pursuant to which Big Rock Merger Corp. was merged with and into NeuroRx, with NeuroRx surviving the merger ("Merger"). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement, NeuroRx became a wholly-owned subsidiary of BRPA. Upon the closing of the Business Combination, we changed our name to NRX Pharmaceuticals, Inc. ("NRx Pharmaceuticals"), with stockholders of NeuroRx becoming stockholders of NRx Pharmaceuticals. See "Prospectus Summary - Background."

We are registering 1,000,000 shares of our Common Stock held by certain of the Selling Securityholders pursuant to the terms of subscription agreements (the "Subscription Agreements"), entered into with certain of the Selling Securityholders, or the PIPE Securityholders. Pursuant to the Subscription Agreements, the PIPE Securityholders purchased shares of our Common Stock in a private placement in connection with the Business Combination, or the PIPE.

We are also registering 4,000,000 shares of Common Stock held by Jonathan Javitt and Daniel Javitt (the "Javitt Stockholders"), consisting of 2,000,000 shares of Common Stock beneficially held by Jonathan Javitt and 2,000,000 shares of Common Stock beneficially held by Daniel Javitt, pursuant to the terms of a Registration Rights Agreement, dated as of May 24, 2021, which we entered into with the Javitt Stockholders in connection with the Business Combination.

We are also registering an aggregate of 1,424,000 shares of Common Stock held by certain stockholders of ours who have registration rights pursuant to the Registration Rights Agreement, dated November 20, 2017 (as amended, the "BRPA Registration Rights Agreement").

We are also registering 499,630 shares of Common Stock issued upon the cashless exercise of certain unit purchase options dated as of November 20, 2017 (the "UPOs"). We are obligated to register such shares pursuant to the terms of the UPOs.

We are also registering 1,833,628 shares of Common Stock underlying the warrant shares held by GEM Yield Bahamas Limited ("GEM"), pursuant to the terms of the Common Stock Purchase Warrant, dated as of March 28, 2021 (the "GEM Warrant").

We are also registering the issuance of shares of Common Stock underlying the warrants pursuant to the terms of a Warrant Agreement, dated November 20, 2017, as amended, between us and Continental Stock Transfer and Trust Company, or the Warrant Agreement.

We will not receive any proceeds from the sale of the shares by the Selling Securityholders. We will receive the proceeds from any exercise of the warrants for cash.

We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Common Stock.

Our Common Stock is listed on the Nasdaq Global Market ("Nasdaq") under the symbol "NRXP" and our warrants are listed on Nasdaq under the symbol "NRXPW". On July 2, 2021, the closing sale price of our Common Stock as reported on Nasdaq was $11.94, and the closing sale price of our warrants as reported on Nasdaq was $3.85.

We are an "emerging growth company" under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See "Prospectus Summary - Implications of Being an Emerging Growth Company."

Our business and investment in our Common Stock involve significant risks. These risks are described in the section titled "Risk Factors" beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.