NRX Pharmaceuticals(NRXP) - 2025 Q2 - Quarterly Results

Securities Purchase Agreement This agreement details the terms for NRx Pharmaceuticals, Inc. to sell 3,959,999 Common Stock shares to an investor Introduction and Transaction Overview This section introduces the August 18, 2025 agreement between NRx Pharmaceuticals, Inc. and the investor for Common Stock Party Details | Party | Role | Details | | :--- | :--- | :--- | | NRx Pharmaceuticals, Inc. | The Company (Seller) | A Delaware corporation. | | Investor | Buyer | As listed on the Schedule of Buyers. | - The transaction involves the purchase and sale of 3,959,999 shares of Common Stock[4] - The sale is conducted pursuant to the Company's effective shelf registration statement on Form S-3 (Registration Number 333-265492)[4] 1. Purchase and Sale of Common Shares This section details transaction mechanics, covering share purchase, closing, pricing, payment, and delivery methods Transaction Mechanics | Item | Detail | | :--- | :--- | | Closing Date | 10:00 a.m. Los Angeles time, on the 1st Business Day after all conditions are met or waived. | | Payment Method | Wire transfer of immediately available funds. | | Share Delivery | Credited to the Buyer's DTC balance account via the FAST Program. | 2. Buyer's Representations and Warranties The Buyer provides key representations on legal authority, accredited investor status, investment evaluation, and OFAC/KYC - Buyer confirms it is an "accredited investor" as defined in Rule 501(a) under the Securities Act[19] - Buyer represents that it has the knowledge and experience to evaluate the investment's merits and risks and can bear a complete loss of the investment[20] - Buyer warrants compliance with OFAC regulations, confirming funds are not derived from illegal activities and that it is not a prohibited person or entity[14][15] - Buyer confirms it is not purchasing shares as a result of general solicitation or advertising[21] 3. Representations and Warranties of the Company The Company provides extensive representations covering corporate organization, transaction authorization, capitalization, securities validity, SEC compliance, and financial accuracy NRx Pharmaceuticals Capitalization (as of Aug 18, 2025) | Security | Authorized | Issued and Outstanding | Reserved for Issuance | | :--- | :--- | :--- | :--- | | Common Stock | 500,000,000 | 19,809,902 | 23,144,440 | | Preferred Stock | 50,000,000 | 0 | N/A | - The Company confirms the Registration Statement (Form S-3) is effective and available for the issuance of the Common Shares, and it has not received any stop-order notice from the SEC[31] - The Company represents that its SEC filings over the prior two years were timely and did not contain any untrue statements of a material fact or omit material facts[35] - The Company agrees to indemnify the Buyer and related parties against losses arising from breaches of the agreement or untrue statements in the registration documents[26] 4. Covenants This section outlines ongoing obligations: SEC filings, market listing, transaction disclosure, and a 19.99% share issuance cap per Nasdaq rules - The Company must file a Current Report on Form 8-K to disclose the material terms of the transaction within the time required by the Exchange Act[55] - The Company covenants to maintain its listing on an Eligible Market (e.g., Nasdaq, NYSE) and not take any action that would reasonably lead to delisting[53] - The total number of shares issued to Buyers under the agreement is capped at 19.99% of the Company's issued and outstanding Common Stock as of the agreement date, per Nasdaq Rule 5635(d)[53] - The Company will use the net proceeds from the sale for the purposes described in the Prospectus Supplement[59] 5. Transfer Agent Instructions The Company must issue irrevocable instructions to its Transfer Agent for prompt, unlegended delivery of Common Shares to Buyer's DTC account - The Company must issue "Irrevocable Transfer Agent Instructions" to credit the purchased shares to the Buyer's DTC account[62] - The Company warrants that the securities will be freely transferable and that certificates or instruments evidencing the shares will not bear any restrictive legend[62][63] 6. Conditions to the Company's Obligation to Sell This section lists conditions for the Company's obligation to sell, including Buyer's document execution, purchase price, and accurate representations - The Buyer must have delivered the full Purchase Price via wire transfer[65] - The Buyer's representations and warranties must be true and correct in all material respects as of the Closing Date[66] 7. Conditions to Buyer's Obligation to Purchase This section outlines conditions for Buyer's obligation to purchase, including Company document execution, share delivery, legal opinion, and accurate representations - The Company must have delivered the Common Shares to the Buyer[68] - The Buyer must have received a satisfactory legal opinion from the Company's counsel, Disclosure Law Group[69] - The Company's representations and warranties must be true and correct in all material respects as of the Closing Date[72] - No law, rule, or injunction from a governmental entity shall prohibit the consummation of the transaction[73] 8. Governing Law; Miscellaneous This section covers standard legal clauses: Delaware governing law, notice procedures, survival of representations, severability, and entire agreement - The agreement shall be governed by and construed in accordance with the laws of the State of Delaware[75] - All representations, warranties, agreements, and covenants made in the agreement shall survive the Closing[85] - The agreement contains the entire understanding between the parties and can only be amended in writing signed by both the Company and the Buyer[79] Signatures and Schedules This section contains signature blocks for the Company and Buyer to execute the agreement, noting omitted schedules and exhibits - The agreement is executed by Jonathan C. Javitt, MD, MPH, Chairman and CEO of NRx Pharmaceuticals, Inc[90] - A signature block is provided for the Buyer to execute the agreement[92] - The document indicates that all schedules and exhibits have been omitted[94]