Common Stock Will Begin Trading on Split-Adjusted
Basis on April 2, 2024
RADNOR,
Pa., March 28, 2024 /PRNewswire/ -- NRx
Pharmaceuticals, Inc. (Nasdaq: NRXP) ("NRx Pharmaceuticals", the
"Company"), a clinical-stage biopharmaceutical company, today
announced that it intends to effect a reverse stock split of its
common stock at a ratio of 1 post-split share for every 10
pre-split shares. The reverse stock split will become effective at
4:30 p.m. Eastern Time on Monday,
April 1, 2024. The Company's common stock will continue to be
traded on the Nasdaq Capital Market under the symbol NRXP and will
begin trading on a split-adjusted basis when the market opens on
Tuesday, April 2, 2024. The new CUSIP number for the Company's
common stock following the reverse stock split will be
629444209.
"Given the company's progress over the past year, we have
received consistent guidance from investors, analysts, and
financial advisors that our shareholders are best served by
establishing a share price that is within the charter of
institutional investors and not subject to "penny stock" rules.
While a more modest reverse split may have achieved Nasdaq
compliance, the board believes that today's action is most
consistent with creating long term shareholder value. With data
from important clinical trials in Suicidal Bipolar Depression and
Chronic Pain in the near term, as well as a planned dividend of
shares in HOPE Therapeutics to existing shareholders and expected
filing of an NDA for ketamine in the second quarter, we
believe the company is well positioned to be attractive to many
larger investors," said Dr. Jonathan
Javitt, Founder, Chairman and Chief Scientist of NRx
Pharmaceuticals. Positive data readouts from either clinical trial
has the potential to drive a forward stock split in the future.
At the effective time of the reverse stock split, every 10
shares of NRx Pharmaceutical's issued and outstanding common stock
will be converted automatically into one issued and outstanding
share of common stock without any change in the par value per
share. Stockholders holding shares through a brokerage account will
have their shares automatically adjusted to reflect the 1-for-10
reverse stock split. It is not necessary for stockholders holding
shares of the Company's common stock in certificated form to
exchange their existing stock certificates for new stock
certificates of the Company in connection with the reverse stock
split, although stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly
and will not alter any stockholder's percentage interest in the
Company's equity, except to the extent that the reverse stock split
would result in a stockholder owning a fractional share. Any
fractional share resulting from the reverse stock split will be
rounded up to the nearest whole number of shares. The reverse stock
split will reduce the number of shares of the Company's common
stock outstanding from 95,699,780 shares to approximately
9,569,978 shares, subject to adjustment for the rounding up of
fractional shares. Proportional adjustments will be made to the
number of shares of the Company's common stock issuable upon
exercise or conversion of the Company's equity awards, convertible
preferred stock and warrants, as well as the applicable exercise or
conversion price. Stockholders with shares in brokerage accounts
should direct any questions concerning the reverse stock split to
their broker; all other stockholders may direct questions to the
Company's transfer agent, Continental Stock Transfer & Trust
Company, via email at cstmail@continentalstock.com or phone
at 800-509-5586.
About NRx Pharmaceuticals
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 has partnered with Alvogen and Lotus around the
development and marketing of NRX-101 for the treatment of suicidal
bipolar depression. 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 announced plans to submit a New Drug
Application for HTX-100 (IV ketamine), through Hope Therapeutics,
in 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.
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, including statements about the planned
dividend of shares of HOPE Therapeutics, the potential effects of
the Company's reverse stock split, potential future stock splits,
data from clinical trials that have not yet been released, and
planned filings with the FDA. 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. These statements relate to future events or to the
Company's future financial performance, and involve known and
unknown risks, uncertainties and other factors that may cause the
Company's actual results to be materially different from any future
results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. 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,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and 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 and other filings
with the Securities and Exchange Commission. 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.
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SOURCE NRx Pharmaceuticals, Inc.