Develop into 424B3 NRX Pharmaceuticals, you would like to StreetInsider. com

Filed Pursuant of Rule 424(b)(3)
Enrollment No . 333-257438

PROSPECTUS

LOGO

NRX Pharmaceuticals, Inc.

sekiz, 757, 258 Shares on Common Stock

three or, 586, 250 Shares with Common Stock Issuable Relating to Exercise of Warrants

Doing this prospectus relates to the selling the property a second time, from time to time, of up to 8, 757, 258 shares of our routine stock, par value $0. 001 per share (“Common Stock”), by the selling securityholders (including their pledgees, donees, transferees or other successors-in-interest) identified in such an prospectus (the “Selling Securityholders”). This prospectus also deals with the issuance by americans of up to 3, 586, two hundred and fifty shares of Common Stock options upon the exercise having to do with outstanding warrants.

On May  veinticinco, 2021, we consummated enterprise combination, or the Business Pairing, contemplated by the Agreement and therefore Plan of Merger (as amended the “Merger Agreement”), dated December  13, 2020, by and among the company (formerly known as Big Pebbles Partners Acquisition Corp. (“BRPA”)), NeuroRx, Inc. (“NeuroRx”) and large Rock Merger Corp., pursuant to which Big Rock Merging Corp. was merged through and into NeuroRx, for NeuroRx surviving the merging (“Merger”). As a result of the Merger, and upon consummation of that Merger and the other alliance contemplated by the Merger Unreluctance, NeuroRx became a wholly-owned subsidiary of BRPA. Customers the closing of the Undertaking Combination, we changed very own name to NRX Prescription drugs, Inc. (“NRx Pharmaceuticals”), due to stockholders of NeuroRx now stockholders of NRx Pharmaceutical drugs. See “Prospectus Summary  –  Background. ”

Prohibited registering 1, 000, 000 shares of our Common Buying and selling held by certain in the Selling Securityholders pursuant about the terms of subscription paperwork (the “Subscription Agreements”), signed with certain of the Trading Securityholders, or the PIPE Securityholders. Pursuant to the Subscription Negotiating, the PIPE Securityholders discovered shares of our Common Currency in a private placement regarding the the Business Combination, or the PIECE.

We are going to also registering 4, 1000, 000 shares of Usual Stock held by Jonathan Javitt and Daniel Javitt (the “Javitt Stockholders”), consisting of 2, 000, 000 gives you of Common Stock beneficially held by Jonathan Javitt and 2, 000, 500 shares of Common Stock trading beneficially held by Daniel Javitt, pursuant to the names of a Registration Rights Binding agreement, dated as of May  25, 2021, which we applied for with the Javitt Stockholders regarding the Business Combination.

We have been also registering an juxtapose of 1, 424, thousand shares of Common Original factory held by certain stockholders of ours who have in order to register rights pursuant to the In order to register Rights Agreement, dated November  20, 2017 (as modified, the “BRPA Registration Beliefs, or practices Agreement”).

We are also registering 499, 630 shares of Repeated Stock issued upon the main cashless exercise of sure unit purchase options been with as of November  20, 2017 (the “UPOs”). We are obliged to register such shares pursuant to the terms of the UPOs.

We are also registering 6, 833, 628 shares and are generally Common Stock underlying of the warrant shares held manufactured by GEM Yield Bahamas Reduced (“GEM”), pursuant to the terms of the Common Stock Purchase Necessitate, dated as of March  38, 2021 (the “GEM Warrant”).

We are also accepting sign ups the issuance of offers of Common Stock beneath the warrants pursuant to go to the terms of a Warrant Composition, dated November  20, 2017, as amended, between unites states and Continental Stock Update and Trust Company, or with Warrant Agreement.

We will not receive almost proceeds from the sale of the provides by the Selling Securityholders. Below receive the proceeds from any go to the gym of the warrants to find cash.

We will deal with all costs, expenses and fees in connection with the registration of their shares of Common Original. The Selling Securityholders probably bear all commissions and so discounts, if any, thanks to their sales of the stocks and shares of Common Stock.

Our Common Stock is listed on the Nasdaq Global Promote (“Nasdaq”) under the symbol “NRXP” and our warrants are almost always listed on Nasdaq under the image “NRXPW”. On July couple, 2021, the closing giudizio price of our Common Securities as reported on Nasdaq was $11. 94, properly closing sale price of their warrants as reported upon Nasdaq was $3. eighty five.

We are an “emerging growth company” under germane Securities and Exchange Cut rules and, as such, experience elected to comply with several reduced public company disclosure requirements for this prospectus and also future filings. See “Prospectus Summary  –  Implications to be an Emerging Growth Corporate}. ”

Each business and investment during our Common Stock involve distinctive risks. These risks include described in the section branded “ Run the risk of Factors ” commencing on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities task force has approved or disapproved of these securities or transcended upon the accuracy because adequacy of this prospectus. All representation to the contrary generally criminal offense.

The date of this amazing prospectus is July 14, 2021.

Source of this news: https://www.streetinsider.com/SEC+Filings/Form+424B3+NRX+Pharmaceuticals%2C+/18666398.html

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