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NRX Pharmaceuticals, Inc. (NRXP) Form 3 reports that The B Group, Inc., B Group Capital LLC (the Fund) and Branden B. Muhl disclosed indirect beneficial ownership of 3,000,000 shares of common stock held directly by the Fund. The filing lists the reporting persons as an investment adviser (B Group), the Fund, and Mr. Muhl as manager and controlling owner.

The transaction date triggering the filing was 08/18/2025 and the Form was signed on 08/20/2025. The reporting persons state they file jointly but expressly disclaim membership in a Section 13(d) group.

NRx Pharmaceuticals, Inc. entered a Securities Purchase Agreement on August 18, 2025 to sell 3,959,999 shares of common stock at $1.65 per share in a registered direct offering, producing approximately $6.5 million in gross proceeds if the offering closes on or about August 18, 2025. Purchasers signed one-year lock-up agreements preventing transfer of the shares without company consent until August 19, 2026. The shares are being offered under a prospectus supplement to the company鈥檚 Form S-3 declared effective on June 21, 2022. The company also furnished an earnings press release for the quarter ended June 30, 2025 as Exhibit 99.1.

NRX Pharmaceuticals (NRXP) reported interim 10-Q detail showing two lead drug candidates: NRX-100 (preservative-free ketamine IV) and NRX-101 (oral D-cycloserine+lurasidone). NRX-100 submitted for FDA review with Priority Review requested and first agency response received August 13, 2025; the company seeks regulatory approvals while pursuing potential clinical facility revenue through its HOPE subsidiary.

The company had 19,473,588 shares outstanding at June 30, 2025, no revenues and expects operating losses through 2025. Financing activity included a Registered Direct offering raising net proceeds of approximately $3.255 million, At-the-Market sales of common stock totaling about $1.04 million during the period, and multiple convertible Anson Notes with conversions that issued significant common shares. The company recorded substantial non-cash losses: $5.6 million and $6.5 million fair value losses on Anson notes and $6.4 million/$3.5 million change-in-fair-value losses on warrant liabilities for the three- and six-month periods, respectively. A terminated license with Alvogen left a $4.7 million refund liability and no anticipated revenue from that agreement.

Anson Funds and affiliated managers disclose a 9.3% stake in NRX Pharmaceuticals (NRXP), holding 1,604,975 shares. The filing states these shares are held by Anson Funds Management LP and related entities and individuals, including Anson Management GP LLC, Anson Advisors Inc., Tony Moore, Amin Nathoo and Moez Kassam. The percentage is calculated using 17,289,192 shares outstanding as reported in NRX Pharmaceuticals' May 15, 2025 quarterly report. The filing indicates shared voting and dispositive power over the 1,604,975 shares and certifies the position was acquired in the ordinary course of business and not for the purpose of changing control.

NRX Pharmaceuticals has formally requested the withdrawal of its Form S-1 Registration Statement (File No. 333-283220) that was initially filed on November 14, 2024. The company has decided not to proceed with its planned public offering at this time.

Key points:

• The withdrawal request was made pursuant to Rule 477(a) under the Securities Act of 1933
• The Registration Statement had not been declared effective by the SEC
• No securities were sold under this Registration Statement
• The request was signed by Jonathan Javitt, Chairman and Interim Chief Executive Officer

This withdrawal could signal a shift in the company's capital raising strategy or a response to market conditions. The decision to withdraw rather than proceed with the public offering may have implications for the company's growth plans and funding options.

NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) has filed a Form S-3 shelf registration statement with the U.S. Securities and Exchange Commission dated June 20, 2025. The filing enables the company to issue up to $150 million worth of securities鈥攊ncluding common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units鈥攐n a continuous or delayed basis under Rule 415.

The company is classified as a non-accelerated filer and smaller reporting company, indicating market capitalization under SEC thresholds. Its common stock last traded at $3.23 per share on June 18, 2025.

Under Rule 415(a)(6), the registration statement carries forward $90,592,307 of unsold securities from the prior shelf registration (File No. 333-265492, declared effective June 21, 2022). The associated filing fee of $8,397.91 is likewise carried forward. Once the new registration becomes effective, the prior shelf will be deemed terminated for the remaining unsold amount. Should any of these securities be sold before effectiveness, NRXP will file a pre-effective amendment to reconcile the balances.

NRx may sell securities through agents, underwriters, dealers or directly to investors; specific terms, pricing and net proceeds will be detailed in subsequent prospectus supplements or free-writing prospectuses. Investors are directed to the prospectus鈥� 鈥淩isk Factors鈥� section and other incorporated documents for a full discussion of uncertainties related to the offering.

The flexibility afforded by the shelf facility provides NRXP with a mechanism to raise capital expediently as corporate needs arise, but it also introduces potential dilution and leverage considerations for existing shareholders.