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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) October 13, 2021 (October 13, 2021)

 

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 x

 

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 8.01Other Events.

 

On October 13, 2021, NRX Pharmaceuticals, Inc. (the “Company”) issued a letter to its shareholders that addresses the lawsuit recently filed by Relief Therapeutics Holding AG (“Relief”) against the Company in New York State Court. The complaint alleges that the Company failed to honor its obligations under the Collaboration Agreement between Relief and the Company dated September 18, 2020 (the “Collaboration Agreement”). The letter advises shareholders of the Company’s position with respect to many of the allegations in the complaint as well as reiterating the Company’s continued intention to pursue the development and clinical approval of ZYESAMI™. A copy of the letter to shareholders is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Letter to Shareholders, dated October 13, 2021.
     
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: October 13, 2021 By:

/s/ Alessandra Daigneault

  Name: Alessandra Daigneault
  Title: General Counsel and Corporate Secretary