- Anticipated capital from funds managed by Smith &
Sauer to augment potential bank-financing for
acquisition of HOPE Therapeutics clinics and support NRx
Pharmaceutical operations.
- Purchase of $25 million in Series A
Preferred Stock in HOPE Therapeutics (non-dilutive to
NRXP shareholders) convertible into 1/3 of fully diluted HOPE
Therapeutics equity, with a 15% current preferred dividend
(non-callable for 2 years) for planned HOPE clinic
acquisitions.
- Purchase $2 million in NRx
equity, above the most recent closing price, at $2.75 per share. Investor will also purchase
500,000 NRx shares from existing shareholders for $2.75 per share
- In connection with both investments, investor shall receive
warrants to purchase 3 million currently unregistered shares of NRx
common stock at $3.00 per share with
a 24-month term.
- Smith & Sauer will also be entitled to receive royalties
on net revenues from NRx product sales to a defined rate of
return
- Investment in HOPE Therapeutics is expected to enhance
NRXP's balance sheet value, strengthening its financial
position.
- Smith & Sauer to join the HOPE Therapeutics and
NRx Pharmaceuticals' Boards of Directors
MIAMI, Jan. 6, 2025
/PRNewswire/ -- HOPE Therapeutics™, Inc., ("HOPE"), a medical and
technology driven company, and a wholly-owned subsidiary
of NRx Pharmaceuticals, Inc. ("NRx", and collectively with
HOPE, the "Company") (Nasdaq:NRXP), today announced signing of a
Binding Term Sheet with Smith & Sauer, LLC, for $25 million equity purchases to fund planned HOPE
clinic acquisitions. Company management anticipates this new
capital in combination with anticipated bank and/or bond
lending to be sufficient to drive substantial revenue in HOPE
clinic acquisition during 2025, as recently forecast by
independent securities analysts. An additional $2 million equity investment in NRx
Pharmaceuticals will be used to advance the Company's new drug
applications for NRX-100 and NRX-101.
"We are honored to partner with NRx and HOPE to tackle the
pressing mental health challenges facing our nation, particularly
within the military and veteran communities," said Dallas Sauer, Co-Founder of Smith &
Sauer.
"This partnership underscores the critical importance of
addressing mental health with innovative and accessible solutions,"
said Anita Nunes, Co-Founder of
Smith & Sauer. "We are proud to support HOPE and NRx in their
mission to bring transformative care to underserved communities,
including our veterans and military families."
"We wholeheartedly welcome Smith & Sauer and its founders,
Mr. Dallas Sauer & Ms.
Anita Nunes, to the NRx and HOPE
family. Smith & Sauer's long term strategic vision is well
aligned with ours and we look forward to a productive relationship
for years to come," said Jonathan
Javitt, MD MPH Chairman of NRx Pharmaceuticals. "In addition
to Smith & Sauer's investment and business acumen, their
organization has decades of experience in design and implementation
of health information technology systems that will be key to the
integration of HOPE's global network of clinics.
The binding Term Sheet, to be disclosed in a Current Report
on Form 8-K filed with the Securities and Exchange Commission,
provides $25 Million in Series A
Preferred Stock convertible into 1/3 of fully diluted HOPE
Therapeutics equity, with a 15% current preferred dividend and
product royalties up to a total of $250
million in cumulative returns to the investor. Smith &
Sauer will also purchase $2 million
in NRx common stock at $2.75 per
share. In consideration for the combined investment, Smith &
Sauer shall receive warrants to purchase 3 million shares of
currently unregistered shares of NRx common stock at $3.00 per share with a 24 month term.
Additionally, Smith & Sauer will have the right to designate a
director to join the HOPE Therapeutics and NRx Pharmaceuticals'
Boards of Directors.
The transactions contemplated by the Term Sheet are subject
to execution of definitive agreements and the satisfaction of
standard closing conditions.
About Smith & Sauer
Founded by Dallas Sauer and
Anita Nunes, Smith & Sauer, LLC
is a private investment firm specializing in strategic partnerships
and capital investments across healthcare, technology, and emerging
industries. With decades of experience in operational leadership,
financial structuring, and technological innovation, Smith &
Sauer is committed to fostering growth in mission-driven
organizations. The firm's investment philosophy centers on
long-term value creation, aligning financial performance with
societal impact. By leveraging its expertise in health information
technology and clinic integration, Smith & Sauer plays a
pivotal role in advancing cutting-edge solutions to address
critical healthcare challenges.
About HOPE Therapeutics, Inc.
HOPE Therapeutics, Inc. (www.hopetherapeutics.com) is a
development stage healthcare delivery company that intends to
develop a best-in-class network of interventional psychiatry
clinics to offer ketamine transcranial magnetics stimulation (TMS)
and other lifesaving therapies to patients with suicidal depression
and related disorders, together with a digital therapeutic-enabled
platform designed to augment and preserve the clinical benefit of
NMDA-targeted drug therapy.
About NRx Pharmaceuticals, Inc.
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 plans to file an NDA for Accelerated Approval for
NRX-101 in patients with bipolar depression and suicidality or
akathisia. 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 initiated a New Drug Application filing for
NRX-100 (IV ketamine) for 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. These statements include, among others,
statements regarding the satisfaction of closing conditions
necessary to consummate the acquisition of Kadima and Dura, and
obtaining financing necessary to consummate the acquisitions.
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, including the risk that the transactions
contemplated by the LOI are not consummated, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy, liquidity, HOPE Therapeutic's ability
to consummate the acquisitions of providers for its national
network, the Company's ability to raise adequate capital to fund
such acquisitions, and the Company's ability to spin-off HOPE
Therapeutics. 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.
For further information:
Matthew Duffy
Chief Business Officer, NRx Pharmaceuticals
Co-Chief Executive Officer, HOPE
Therapeutics, Inc.
mduffy@nrxpharma.com
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SOURCE NRx Pharmaceuticals, Inc.
