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) August 22, 2022
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 | ||
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 8.01 | Other Events. |
On August 22, 2022, NRx Pharmaceuticals, Inc. issued a press release announcing the tentative settlement of its pending litigation against Relief Therapeutics Holding SA, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press Release dated August 22, 2022 | |
104 | Cover Page Interactive Data File (embedded within 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: August 22, 2022 | By: | /s/ Michael Kunz | ||
Name: | Michael Kunz | |||
Title: | General Counsel |
EXHIBIT 99.1
Release of an ad hoc announcement pursuant to Art. 53 LR
RELIEF THERAPEUTICS HOLDING SA AND NRX PHARMACEUTICALS, INC. ANNOUNCE TENTATIVE SETTLEMENT OF PENDING LITIGATION
Geneva, Switzerland and Radnor, Pennsylvania, August 22, 2022 – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) ("Relief"), and NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) ("NRx"), today announced that they have agreed to a tentative settlement of their pending litigation. The parties have agreed to work collaboratively to finalize the settlement within the next 30 days. Further, the parties have agreed to stay the litigation for an additional 60 days to allow for the negotiation and execution of the definitive settlement agreement and related terms. Terms of the settlement will be reported following execution of the definitive settlement documents, but any settlement may result in a re-allocation of the development rights and licensing arrangements for aviptadil. There can be no assurance that the parties will successfully complete the proposed settlement.
About Relief Therapeutics
Relief focuses primarily on clinical-stage programs based on molecules with a history of clinical testing and use in human patients or a strong scientific rationale. Relief has a Collaboration and License Agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001 (sodium phenylbutyrate) for the treatment of various inborn errors of metabolism, including UCDs and Maple Syrup Urine Disease (MSUD). Relief also continues to study aviptadil for several possible lung related conditions. Finally, Relief's 2021 acquisitions of APR Applied Pharma Research SA and AdVita Lifescience GmbH brought to Relief a diverse pipeline of marketed and development-stage programs.
RELIEF THERAPEUTICS Holding SA is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFTF and RLFTY. For more information, visit www.relieftherapeutics.com. Follow Relief on LinkedIn.
About NRx Pharmaceuticals
NRx Pharmaceuticals, Inc. draws upon decades of collective, scientific, and drug-development experience applying innovative science to known molecules to address very high unmet needs and bring improved health to patients. NRx Pharmaceuticals is developing NRX-101, its proprietary fixed-dose combination as a treatment for Bipolar Depression in Patients with Acute Suicidal Ideation and Behavior (ASIB). The U.S. Food and Drug Administration ("FDA") has granted Breakthrough Therapy designation (“BTD”), a Special Protocol Agreement, and a Biomarker
Letter of Support for NRX-101. NRx Pharmaceuticals is led by executives who have held leadership roles at Lilly, Pfizer, and Novartis as well as major investment banking institutions.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from forecasted results. A number of factors, including (i) whether the parties can complete the proposed settlement, and (ii) those factors described in Relief's and NRx's reports to the Securities and Exchange Commission under the Securities Exchange Act of 1934 could adversely affect Relief and NRx. Copies of Relief's and NRx's filings with the SEC are available on the SEC EDGAR database at https://www.sec.gov/edgar/searchedgar/companysearch. Relief and NRx do not undertake any obligation to update the information contained herein, which speaks only as of this date.
CONTACT:
RELIEF THERAPEUTICS Holding SA
Jack Weinstein Chief Financial Officer and Treasurer contact@relieftherapeutics.com |
NRX PHARMACEUTICALS, INC.
Molly Cogan Sr. Director, Global Communications mcogan@nrxpharma.com |
FOR MEDIA/INVESTOR INQUIRIES:
Rx Communications Group Michael Miller (917) 633-6086 mmiller@rxir.com |
INVESTOR RELATIONS
Tim McCarthy Investor Relations tim@lifesciadvisors.com |