• 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.