NRX Pharmaceuticals Inc

On August 12, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Stockholders, whereby the Company agreed to sell, in three equal tranches, (i) original issue discount senior secured promissory notes in the aggregate principal amount of up to approximately $16.3 million (the “Notes”) for an aggregate purchase price of up to approximately $15.0 million, which Notes are convertible into shares of Common Stock; and (ii) warrants to purchase that amount of shares equal to 50% of the principal amount of the Notes divided by the volume weighted average price (“VWAP”) of the Company’s Common Stock, as listed on the Nasdaq Capital Market (“Nasdaq”), on the day prior to the closing of each respective tranche under the Purchase Agreement (the “Warrants”) (the “Note Financing”). Upon the first closing under the Purchase Agreement, on August 14, 2024 the Company issued to the Selling Stockholders: (i) Notes in the aggregate principal amount of $5.435 million, for an aggregate purchase price of approximately $5.0 million exclusive of approximately $0.5 million offering costs; and (ii) Warrants to purchase up to 1,349,305 shares of the Company’s Common Stock with an exercise price of $2.4168. Upon the second closing under the Purchase Agreement, on October 10, 2024 the Company issued to the Selling Stockholders: (i) Notes in the aggregate principal amount of $5.435 million, for an aggregate purchase price of approximately $5.0 million exclusive of approximately $0.5 million of offering costs; and (ii) Warrants to purchase up to 1,846,128 shares of the Company’s Common Stock.

Among other things, and provided that the Company receives the Shareholder Approval (as defined in the Purchase Agreement) pursuant to the Nasdaq Listing Rules, the conversion price of the Notes is subject to, among other customary provisions, downward adjustment in the event of any future issuance by the Company of Common Stock (or Common Stock Equivalents (as defined in the Notes)) below the then effective conversion price. On October 8, 2024, the Company obtained the Shareholder Approval at its 2024 Annual Meeting.

The Notes, subject to an original issuance discount of 8%, mature on the date that is 15 months from their respective date of issuance, accrue interest at a rate of 6% per annum (or 10% during the occurrence of any Event of Default (as defined in the Notes) are convertible into Common Stock and contain mandatory redemption features. The Notes contain certain covenants, and events of default and triggering events, respectively, which would require repayment of the obligations outstanding pursuant to such instruments. The obligations of the Company pursuant to the Notes are (i) secured by all assets of the Company and all subsidiaries of the Company pursuant to the Security Agreement and Patent Security Agreement, dated on or about August 14, 2024, by and among the Company, the subsidiaries of the Company, and the Investors, and (ii) guaranteed jointly and severally by the subsidiaries of the Company pursuant to the Subsidiary Guarantee, dated on or about August 14, 2024, by and among the Company, the subsidiaries of the Company, and the Selling Stockholders. The Warrants are exercisable beginning on the date of issuance and have a term of five years.

The Company has agreed to register with the Securities and Exchange Commission (the “SEC”) the resale of the shares of Common Stock issuable upon conversion of the Notes as well as the shares of Common Stock issuable upon the exercise of the Warrants pursuant to a registration rights agreement, dated on or about August 14, 2024, by and among the Company and the Selling Stockholders. On August 14, 2024, the Company filed a Prospectus Supplement to the Prospectus dated June 21, 2022 which registered 2,417,505 shares of Common stock underlying the Notes issued in the first closing. Pursuant to the registration statement, of which this prospectus forms a part, we are registering, on behalf of the Selling Stockholders, (i) 3,076,880 shares of Common Stock underlying the Notes issued in the second closing and (ii) 227,494 shares of Common Stock underlying certain Warrants issued in the first closing.