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false 0001719406 0001719406 2025-05-13 2025-05-13 0001719406 nrxp:CommonStockCustomMember 2025-05-13 2025-05-13 0001719406 nrxp:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2025-05-13 2025-05-13
 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT 
PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) May 13, 2025
 
NRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38302
 
82-2844431
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
1201 Orange Street, Suite 600
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
 
(484) 254-6134
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which
registered
Common Stock, par value $0.001 per share
 
NRXP
 
The Nasdaq Stock Market LLC
Warrants to purchase one share of  Common Stock
 
NRXPW
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  
 


 
Item 8.01
Other Events
 
On May 13, 2025, the Company issued a press release announcing the entry into a definitive purchase agreement with Kadima Neuropsychiatry Institute. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The consummation of the transactions discussed therein are subject to customary closing conditions, which includes finalizing financing. Additional information regarding the transaction will be made available in the Company’s next Quarterly Report on Form 10-Q.
 
Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits
 
 
Exhibit
No.
 
Description
99.1
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NRX PHARMACEUTICALS, INC.
 
       
Date: May 13, 2025
By:
/s/ Jonathan Javitt  
 
Name:
Jonathan Javitt
 
 
Title: 
Interim Chief Executive Officer
 
 
 
 
EX-99.1 2 ex_817134.htm EXHIBIT 99.1 ex_817134.htm

Exhibit 99.1

 

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HOPE Therapeutics, Inc. and NRx Pharmaceuticals (NASDAQ:NRXP) Announce Signing of Definitive Agreement to Purchase Kadima Neuropsychiatry Institute; Foundational Acquisition for the HOPE Network of Interventional Psychiatry Clinics

 

Kadima Neuropsychiatry Institute in La Jolla, CA expected to serve as clinical model for Hope treatment offerings nationwide

Kadima is a leading investigative site for CNS and psychedelic research, having served as the lead site in nearly all major trials in this space

Dr. David Feifel, a nationally recognized pioneer in interventional psychiatry to join HOPE as Chief Medical Innovation Officer upon closing

Acquisition expected to be accretive to revenue and EBITDA for NRx and HOPE

 

MIAMI, FL., May 13, 2025 – HOPE Therapeutics™, Inc. ("HOPE"), a medical and technology-driven company and wholly-owned subsidiary of NRx Pharmaceuticals, Inc. ("NRx" or the "Company") (NASDAQ: NRXP), a clinical-stage biopharmaceutical company, today announced signing of a definitive agreement to purchase the Kadima Neuropsychiatry Institute. Kadima is expected to serve as the clinical model for treatment offerings in HOPE-acquired clinics and is expected to continue its role as a leading investigative site for research into neuroplastic therapies including psychedelic medications, transcranial magnetic stimulation (TMS), and hyperbaric therapy.

 

Kadima is one of California’s flagship interventional psychiatry clinics and was among the first to bring ketamine treatment for central nervous system (CNS) disorders out of academic research settings and into clinical practice. The clinic offers a full range of treatments for suicidal depression, PTSD and other CNS disorders, including ketamine, Spravato, transcranial magnetic stimulation (“TMS”) as well as medication management. Further, Kadima and David Feifel, MD PhD, Founder and Medical Director of Kadima, have served as leaders in clinical trial work on emerging therapies in CNS for top companies in the industry. Importantly, the clinic is profitable and is forecast to continue growth going forward.

 

Dr. Feifel will join HOPE as its first Chief Medical Innovation Officer ("CMIO") upon closing of the acquisition. A nationally recognized expert in interventional psychiatry, Dr. Feifel’s distinctions include serving as an elected member of the American College of Neuropharmacology, peer-elected inclusion in “Best Doctors in America,” and citation in the Castle Connolly list of “Top Doctors” — a recognition given to only 10 psychiatrists in San Diego. Dr. Feifel sits on the Board of the Clinical TMS Society and has co-chaired its clinical standards committee. Dr. Feifel has served as lead investigator on numerous clinical trials of therapies for CNS disorders.

 







 

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"The signing of a definitive agreement to acquire Kadima marks a pivotal moment in the execution of our strategy to redefine mental healthcare access and delivery of care through HOPE Therapeutics," said Dr. Jonathan Javitt and Matthew Duffy, Co-CEOs of HOPE . "Dr. David Feifel is a true pioneer in interventional psychiatry and we are honored to have him join our leadership team. With his guidance, we are accelerating the buildout of a world-class clinic network that integrates cutting-edge science with community-based care."

 

The planned acquisition of Kadima is subject to satisfaction of standard closing conditions and finalization of financing. Further details on the transaction will be disclosed at that time.

 

About NRx Pharmaceuticals, Inc.

 

NRx Pharmaceuticals is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal bipolar depression, chronic pain, and PTSD. The Company is developing NRX-101, an FDA-designated investigational Breakthrough Therapy for suicidal treatment-resistant bipolar depression and chronic pain. NRx plans to file an NDA for Accelerated Approval for NRX-101 in patients with bipolar depression and suicidality or akathisia. NRX-101 additionally has potential to act as a non-opioid treatment for chronic pain, as well as a treatment for complicated UTI.

 

NRx has recently initiated a New Drug Application filing for NRX-100 (preservative free IV ketamine) for the treatment of suicidal depression, based on results of well-controlled clinical trials conducted under the auspices of the US National Institutes of Health and newly obtained data from French health authorities, licensed under a data sharing agreement. NRx was awarded Fast Track Designation for development of ketamine (NRX-100) by the US FDA as part of a protocol to treat patients with acute suicidality and has filed a patent for this novel formulation with the US Patent and Trademark Office.

 

About HOPE Therapeutics, Inc.

 

HOPE Therapeutics, Inc. (www.hopetherapeutics.com), a subsidiary of NRx Pharmaceuticals, is a healthcare delivery company that is building a best-in-class network of interventional psychiatry clinics to offer ketamine, transcranial magnetics stimulation (TMS), and other lifesaving therapies to patients with suicidal depression and related disorders, together with a digital therapeutic-enabled platform designed to augment and preserve the clinical benefit of NMDA-targeted drug therapy.

 

For further information:

 

Matthew Duffy

Brian Korb

Co-CEO, Hope Therapeutics, Inc.

Managing Partner, ASTR Partners

Chief Business Officer, NRx Pharmaceuticals, Inc.

(917) 653-5122

mduffy@nrxpharma.com

brian.korb@astrpartners.com