NRX Pharmaceuticals, Inc. 10-Q

Item 5. Other Information None of our directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement during the quarter ended September 30, 2024 , as such terms are defined under Item 408 (a) of Regulation S-K. Additionally, we did not adopt or terminate a Rule 10b5–1 trading arrangement during the quarter ended September 30, 2024 . 40 Table of Contents Item 6. Exhibits Exhibit Number Description Incorporation by Reference 3.1 Amendment to the Second Amended and Restated Bylaws of NRX Pharmaceuticals, Inc. Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed August 14, 2024 4.1 Form of Senior Secured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement. Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 14, 2024 4.2 Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement. Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed August 14, 2024 10.1 Securities Purchase Agreement, dated August 12, 2024, by and among the Company and the purchasers signatory thereto. Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 14, 2024 10.2 Form of Security Agreement to be entered into by and among the Company and the other parties signatory thereto. Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed August 14, 2024 10.3 Form of Patent Security Agreement, to be entered into by and among the Company and the other parties signatory thereto. Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 14, 2024 10.4 Form of Registration Rights Agreement to be entered into by and among the Company and the parties signatory thereto. Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed August 14, 2024 10.5 Form of Subsidiary Guarantee to be entered into by and among the Company and the purchasers signatory thereto. Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed August 14, 2024 10.6 Settlement Agreement and Release of Claims, dated August 12, 2024, between the Company and Streeterville Capital, LLC. Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed August 14, 2024 31.1+ Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+† Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2+† Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101* Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023; (ii) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 ; (iii) Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023; and (v) Notes to Unaudited Financial Statements. 104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) + Filed herewith. † This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. * In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections. 41 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NRX PHARMACEUTICALS, INC. Date: November 14, 2024 By: /s/ Richard Narido Richard Narido Chief Financial Officer (Principal Financial Officer) 42