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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) 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
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 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 9.01Financial 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

 

Icon

Description automatically generated

 

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