BRPA Big Rock Partners Acquisition Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On March 8, 2023, NRx Pharmaceuticals, Inc. (the “Company,” “us” or “we”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers listed on the signature page thereto (the “Investors”), providing for the issuance and sale of 3,766,666 shares of the Company’s common stock (“Common Stock”) and warrants to purchase up to 3,766,666 shares of Common Stock (the “Investor Warrants”) (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules for a purchase price of $0.75 per share (the “Offering”). No pre-funded warrants in lieu of Common Stock were issued. The Investors have agreed not to transfer the Common Stock for six months following the date hereof. The Investor Warrants will have an exercise price of $0.75 per share, will be initially exercisable beginning six months following the date of issuance (the “Initial Exercise Date”) and will expire 5 years from the Initial Exercise Date.  The aggregate gross proceeds to the Company from the Offering are expected to be approximately $2.85 million. The Company intends to use the net proceeds from such offering for working capital and general corporate purposes.

The closing of the sale of these securities is expected to take place on or about March 9, 2023, subject to customary closing conditions.

The securities are being issued pursuant to the Company’s registration statement on Form S-3 filed with the SEC on June 9, 2022 (File No. 333-265492) and became effective on June 21, 2022. The offering of the Common Stock and Investor Warrants to be issued in the Offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available at the SEC’s website located at http://www.sec.gov.

On February 8, 2023, the Company entered into a letter agreement with H.C. Wainwright & Co., LLC. Although they are not acting as placement agent with respect to this offering, they are owed a fee equal to 3.0% of the amount raised in this offering pursuant to such agreement.

The foregoing description of the Investor Warrants and Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of Investor Warrants and form of Securities Purchase Agreement attached hereto as Exhibits 4.1 and 10.1, respectively.