HOPE Therapeutics and NRx Pharmaceuticals Execute Agreement for
$27 Million Funding Transaction for HOPE Clinic Acquisition
January 30, 2025
HOPE Therapeutics, Inc., a medical and technology driven company,
and a wholly-owned subsidiary of NRx Pharmaceuticals, Inc.
(Nasdaq:NRXP), today announced the signing and of a Stock
Purchase Agreement with Smith & Sauer, LLC, as the first step in
a $27.0 million financing to fund the planned acquisition of HOPE
clinics. The agreement signed today provides for the immediate
funding of $2.0 million in NRx common stock and commits Smith and
Sauer to purchase an additional $25 million in newly issued
Series A Preferred Stock of HOPE, the proceeds of which are
intended to be used to initiate a nationwide rollup of
Interventional Psychiatry Clinics to treat patients with severe,
suicidal depression and PTSD. The first $6.75 million tranche is
committed by February 7, 2025, with the full $25 million
committed on or before April 1, 2025.
The Company anticipates leveraging the Smith and Sauer investment
with bank debt and similar instruments to fund an initial rollup
of Interventional Psychiatry Clinics with anticipated revenues of
approximately $100 million on a pro-forma basis by the end of
2025. Unlike “ketamine clinics” that are frequently operated by
non-mental health professionals, HOPE anticipates building a
best-in-class nationwide chain of facilities that combine
treatment with ketamine and other psychedelic medications with
Transcranial Magnetic Stimulation (TMS) and recently FDA-approved
Digital Therapeutics to best serve patients with life-threatening
depression, PTSD, and related disorders.
“Today’s transaction caps several months of intensive work as we
have identified best-in-class interventional psychiatry clinics
and assembled the capital from both Anson Funds and Smith and
Sauer to consummate the initial acquisitions. The resources
committed today are anticipated to bring the Company to the $100
million revenue threshold. We have initiated a financial advisory
relationship with a leading investment bank to assemble the next
$400 million of capital required to build a national and
international presence,” said Jonathan Javitt, MD MPH Chairman of
NRx Pharmaceuticals. “Psychedelic Medications such as ketamine,
neuromodulation technologies such as TMS, and digital
therapeutics have sparked a revolution in psychiatry where for
the first time patients with life threatening conditions such as
depression and PTSD hope for a brighter future. As we develop
HOPE Therapeutics, we aim to bring that future to the 16 million
Americans who consider ending their lives each year and the 45
million Americans who suffer from depression and PTSD.”
“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.”
Readers are advised to consult the Current Report on Form 8-K
that NRx intends to file with the Securities and Exchange
Commission on or before January 31, 2025 for a complete
description of the Stock Purchase Agreement Although no
assurances can be given, closing of the additional $25 million
investment in HOPE’s Series A Preferred Stock remains subject to
execution of definitive agreements and the satisfaction of
standard closing conditions.
The information in this press release is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities in any jurisdiction pursuant to the proposed
transactions or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
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. (
<https://c212.net/c/link/?t=0&l=en&o=4349745-1&h=2937410633&u=htt
p%3A%2F%2Fwww.hopetherapeutics.com%2F&a=www.hopetherapeutics.com>
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.
The M&A market for healthcare companies continues to build on STRATEGIC opportunities and a fragmented market. Consolidations along with unprecedented demand are driving scale across the continuum of care. The strategic corporate buyers and private equity investors remain committed to acquiring strong businesses that are well prepared for a transaction. Across the continuum of care, these buyers and investors are looking for well established, profitable businesses and offering prime valuations and options for management.
Do you know the current market value of your business? We do! We are here to help you plan, prepare, explore and succeed in executing your strategic options.
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