8-K: NRX Pharma Subsidiary Acquires Cohen & Associates

HOPE Therapeutics, a subsidiary of NRx Pharmaceuticals, has acquired a strategic interest in Cohen & Associates, a leading interventional psychiatry clinic, and appointed Dr. Rebecca Cohen as Medical Director.

Summary

• NRx Pharmaceuticals, through its subsidiary HOPE Therapeutics, completed the acquisition of a strategic and minority interest in Rebecca S. Cohen, MD, LLC d/b/a Cohen & Associates.
• The acquisition was finalized on October 17, 2025, pursuant to a Membership Interest Purchase Agreement.
• Dr. Rebecca Cohen, founder of Cohen & Associates, has been appointed Medical Director of HOPE Therapeutics.
• Cohen & Associates is a premier interventional psychiatry clinic specializing in ketamine, Transcranial Magnetic Stimulation (TMS), and medication management for conditions like suicidal depression and PTSD.
• The acquisition is expected to be accretive to HOPE Therapeutics' revenue and EBITDA.
• HOPE Therapeutics plans immediate expansion in Western Florida and Palm Beach.

Sentiment

Score: 8

Explanation: The acquisition of a strategic interest in a reputable clinic, the appointment of a recognized expert, and the expectation of revenue and EBITDA accretion, along with expansion plans, indicate a strong positive outlook for HOPE Therapeutics and NRx Pharmaceuticals' strategy in interventional psychiatry.

Positives

• Acquisition of a strategic interest in a premier interventional psychiatry clinic, Cohen & Associates.
• Appointment of Dr. Rebecca Cohen, a nationally recognized expert in TMS and interventional psychiatry, as Medical Director for HOPE Therapeutics.
• Expected accretion to HOPE Therapeutics' revenue and EBITDA.
• Immediate expansion plans for HOPE Therapeutics in Western Florida and Palm Beach.
• Integration of Cohen & Associates' decade-plus leadership in interventional psychiatry and TMS into the HOPE Network.
• Dr. Cohen's employment terms include financial incentives for establishing and growing new sites of care.

Risks

• Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from anticipated.
• Actual results, levels of activity, performance, or achievements could be materially affected by factors beyond the Company's control.
• Risks, uncertainties, and assumptions relate to the Company's operations, results of operations, growth strategy, and liquidity.
• More detailed information about risk factors is set forth in the Company's most recent Annual Report on Form 10-K and other SEC filings.

Future Outlook

The Company expects immediate expansion of HOPE Therapeutics in Western Florida and Palm Beach following the acquisition. The acquisition is anticipated to be accretive to HOPE Therapeutics' revenue and EBITDA. Dr. Cohen and HOPE's leadership aim to remain at the forefront of life-transforming therapy for depression and PTSD and to rapidly expand to address the needs of millions of Americans contemplating suicide.

Management Comments

• "We are excited to launch HOPE Therapeutics in Florida with Dr. Cohen's passionate medical leadership. Her background and training perfectly complement the anesthesia and pain management expertise brought by Stephen Durand, RN, founder of Dura Medical, now a key component of HOPE."
• "Rebecca dedicated her practice to TMS and other neuroplastic therapies when the field was in its infancy and has continued to advance the science of interventional psychiatry. Her extraordinary compassion for patients fits perfectly with our culture of bringing HOPE to life."
• "I am thrilled to be assuming a leadership role in HOPE Therapeutics at a moment when TMS is demonstrating dramatic results for patients with potential to heal depression in weeks, rather than months. Together with HOPE's leadership, we aim to remain on the cutting edge of life transforming therapy for depression and PTSD and to rapidly expand to change the lives of the 13 million Americans who tragically contemplate suicide each year."

Industry Context

This acquisition positions HOPE Therapeutics to expand its footprint in the growing interventional psychiatry market, which includes treatments like ketamine and TMS for severe mental health disorders such as suicidal depression and PTSD. The integration of a recognized expert like Dr. Cohen and an established clinic like Cohen & Associates strengthens HOPE's network and its ability to compete in a specialized segment focused on advanced, rapid-acting therapies for CNS disorders. This move aligns with a broader trend of healthcare networks consolidating specialized practices to offer comprehensive care.

Management Changes

Stakeholder Impact

• Shareholders: Potential for increased revenue and EBITDA for HOPE Therapeutics, which could positively impact NRx Pharmaceuticals' financial performance and share value.
• Employees (Cohen, LLC): Integration into the HOPE Network, with Dr. Cohen taking a leadership role.
• Patients: Expanded access to interventional psychiatry treatments (ketamine, TMS) for suicidal depression, PTSD, and other CNS disorders, particularly in Florida.

Next Steps

• Establish and grow new sites of care owned or operated by HOPE Therapeutics, with financial incentives for Dr. Cohen.
• Rapidly expand to change the lives of Americans contemplating suicide each year.
• Continue to advance the science of interventional psychiatry and remain on the cutting edge of life-transforming therapy.

Key Dates

Recommendation

The acquisition of a strategic interest in a leading interventional psychiatry clinic, coupled with the appointment of a highly respected Medical Director, is a significant strategic move for NRx Pharmaceuticals' subsidiary, HOPE Therapeutics. The expectation of accretive revenue and EBITDA, along with clear expansion plans, suggests a strong growth trajectory in a critical and underserved mental health market. This move strengthens HOPE's clinical network and expertise, positioning NRx Pharmaceuticals for enhanced future performance in its CNS disorder focus.

Keywords

NRx Pharmaceuticals, HOPE Therapeutics, Cohen & Associates, Acquisition, Interventional Psychiatry, TMS, Ketamine, Suicidal Depression, PTSD, Medical Director, Biopharmaceutical, CNS Disorders, Healthcare Network