Press Releases June 3, 2026 08:18 AM

NRx Pharmaceuticals, Inc. Announces Pricing of Public Offering of Common Stock

NRx Pharmaceuticals prices $20 million public offering to support growth and working capital needs

By Caleb Monroe NRXP

NRx Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on CNS disorder therapeutics, announced the pricing of a public offering of approximately 5.7 million shares at $3.50 each, potentially raising up to $23 million. The proceeds will be used for working capital and general corporate purposes to support the company's growth.

NRx Pharmaceuticals, Inc. Announces Pricing of Public Offering of Common Stock
NRXP

Key Points

  • NRx Pharmaceuticals is offering 5,714,286 shares of common stock at $3.50 per share, with an option to sell an additional 857,142 shares.
  • Gross proceeds are expected to be $20 million, potentially $23 million if the overallotment option is exercised.
  • Funds raised will support ongoing development of CNS disorder therapeutics and general corporate activities, including progressing towards FDA approvals for NRX-100 and NRX-101.

WILMINGTON, Del., June 03, 2026 (GLOBE NEWSWIRE) -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company, today announced the pricing of an underwritten public offering (the “Offering”) of 5,714,286 shares of its common stock, par value $0.001 per share (“Common Stock”) at a public offering price of $3.50 per share of Common Stock.

The Company has also granted the underwriters a 30-day option to purchase up to an additional 857,142 shares of Common Stock.

The gross proceeds of the Offering will be approximately $20.0 million (or $23.0 million if the underwriter exercises its option to purchase additional shares of Common Stock in full) before deducting underwriting discounts and commissions in the Offering and other estimated expenses payable by the Company. The Offering is expected to close on June 4, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes to support its growth.

BTIG, LLC is acting as the lead bookrunning manager for the Offering. Lucid Capital Markets, LLC is acting as joint bookrunning manager for the Offering. The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-288205), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 22, 2025. A prospectus supplement describing the terms of the Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus, when available, may be obtained from BTIG, LLC, at 65 East 55th Street, New York, New York 10022 or by telephone at (212) 593-7555, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NRx Pharmaceuticals, Inc.

NRx Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal depression, chronic pain, and PTSD. The Company is developing NRX-100 (preservative-free intravenous ketamine) and NRX-101, (oral D-cycloserine/lurasidone). NRX-100 has been awarded Fast Track Designation for the treatment of Suicidal ideation in Depression, including Bipolar Depression. NRX-101 has been awarded Breakthrough Therapy Designation for the treatment of suicidal bipolar depression. NRx has filed an Abbreviated New Drug Application (ANDA), and initiated a New Drug Application filing for NRX-100 for the treatment of suicidal ideation in patients with depression, including bipolar depression.

Notice Regarding Forward-Looking Statements

The information contained herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “plan,” “believe,” “intend,” “look forward,” and other similar expressions among others. Forward-looking statements herein include, but are not limited to, statements regarding the anticipated closing of the Offering and the expected use of the proceeds therefrom. Completion of the Offering is subject to numerous factors, many of which are beyond the Company’s control, including, without limitation, market conditions, failure to satisfy customary closing conditions and the risk factors and other matters set forth in the prospectus supplement and accompanying base prospectus included in the registration statement and the documents incorporated by reference therein. The Company has reported regulatory milestones as they have been achieved but has not predicted the outcome of any future regulatory determination. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, including uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy, and, among other things, liquidity. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Report on Form 10-Q and other filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise.

For further information:
Brian Korb
Managing Partner, astr partners
(917) 653-5122
[email protected]


Risks

  • Completion of the offering depends on market conditions and customary closing conditions which may not be met.
  • Forward-looking statements indicate potential regulatory and development risks associated with clinical-stage biopharmaceutical operations.
  • The company faces liquidity and operational risks typical for clinical-stage biotech firms without approved products, impacting execution of growth plans.

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