What changed in this filing

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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-29 · 50 added, 35 removed, 172 unchanged (33% of the section changed)

24 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers, and Corporate Governance

22 unchanged sentences

The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.

Incorporated by Reference Exhibit

Incorporate by Reference Exhibit

Exhibit Number

14 unchanged sentences

Form of Investor Warrant

Incorporated by Reference Exhibit

Exhibit Number

Form of Underwriter’s Warrant

1 unchanged sentence

Form of Common Stock Purchase Warrant

Form of Senior Secured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement

Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement

Form of Common Stock Purchase Warrant to be issued pursuant to that certain Securities Purchase Agreement, dated January 27, 2025.

Form of Consideration Warrant to be issued pursuant to that certain Consent and Waiver Agreement, dated January 27, 2025.

Form of Securities Purchase Agreement, dated as of August 19, 2021, by and among the Company and the Selling Securityholders.

13 unchanged sentences

2021 Omnibus Incentive Plan

Incorporated by Reference Exhibit

Exhibit Number

Form of Subscription Agreement

6 unchanged sentences

License and Option Agreement, dated as of September 1, 2020, between The Research Foundation For The State University of New York and NeuroRx

Binding Collaboration Agreement, dated as of September 18, 2020, between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery

Aktiengesellschaft and NeuroRx

Binding Collaboration Agreement, dated as of September 18, 2020, between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery Aktiengesellschaft and NeuroRx

Exclusive Distribution Agreement, dated as of September 25, 2020, between NeuroRx and Cardinal Health 105, Inc.

Executive Employment Agreement, dated May 20, 2015, between NeuroRx and Jonathan C.

“Work for Hire” Agreement, dated as of March 1, 2016, between NeuroRx and REBes Consulting LLC — Robert Besthof

Amendment to “ Work for Hire ” Agreement, dated as of October 23, 2016, between NeuroRx and 20REBes Consulting LLC — Robert Besthof

Consulting Agreement, dated as of January 1, 2021, between NeuroRx and Del Buono Legal, PLLC

Feasibility Study and Material Transfer Agreement, dated as of January 6, 2021, by and between NeuroRx and TFF Pharmaceuticals, Inc.

Incorporated by Reference Exhibit

Exhibit Number

Manufacturing Supply Agreement, dated as of August 25, 2020, by and among NeuroRx, Nephron SC, Inc.

9 unchanged sentences

Clinical Trial Participation Agreement, dated as of December 17, 2020, by and between Quantum Leap Health Care Collaborative and NeuroRx

Consulting Agreement with Randolph Guggenheimer III

Voting Agreement by and between Jonathan Javitt and Daniel Javitt

8 unchanged sentences

Jonathan Javitt

Letter Agreement, dated March 9, 2022, by and between NeuroRx, Inc.

and REBes Consulting LLC – Robert Besthof

Incorporated by Reference Exhibit

Exhibit Number

Executive Employment Agreement, dated June 13, 2022, by and between NRx Pharmaceuticals, Inc.

26 unchanged sentences

and LS Associates, a division of LifeSci Advisors, LLC Associates.

Incorporated by Reference Exhibit

Exhibit Number

First Amendment to NRx Pharmaceuticals, Inc.

5 unchanged sentences

Form of Securities Purchase Agreement, dated February 29, 2024

Securities Purchase Agreement, dated August 12, 2024, between NRx Pharmaceuticals, Inc.

and the other parties signatory thereto

Form of Security Agreement to be entered into by and among NRx Pharmaceuticals, Inc.

and the other parties signatory thereto

Form of Patent Security Agreement, to be entered into by and among NRx Pharmaceuticals, Inc.

and the other parties signatory thereto

Form of Registration Rights Agreement to be entered into by and among NRx Pharmaceuticals, Inc.

and the parties signatory thereto

Form of Subsidiary Guarantee to be entered into by and among NRx Pharmaceuticals, Inc.

and the purchasers signatory thereto

Settlement Agreement and Release of Claims, dated August 12, 2024, between the Company and Streeterville Capital, LLC.

Employment Agreement between Michael Abrams and NRx Pharmaceuticals, Inc., dated November 18, 2024

Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC

Securities Purchase Agreement, dated January 27, 2025, by and among the Company and the purchaser signatories thereto.

Consent and Waiver Agreement, dated January 27, 2025, by and among the Company and the signatories thereto.

Form of Amended and Restated Securities Purchase Agreement, dated as of January 28, 2025, by and among the Company and the Investor.

Form of Second Amended and Restated Securities Purchase Agreement, dated as of February 3, 2025, by and among the Company and the Investor.

NRx Pharmaceuticals, Inc.

Code of Conduct

Letter from KPMG LLP to the Securities and Exchange Commission dated November 21, 2023

NRx Pharmaceuticals, Inc.

Securities Trading Policy

Consent of Independent Registered Accounting Firm

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Compensation Recovery Policy

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL:

(i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022;

(ii) Consolidated Statements of Operations for the years ended December 31, 2023 and 2022;

(iii) Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022;

(iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022;

and (v) Notes to Financial Statements

Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

5 unchanged sentences

NRX PHARMACEUTICALS, INC.

/s/ Richard Narido

Richard Narido

Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 29, 2024 by the following persons on behalf of the registrant and in the capacities indicated:

/s/ Stephen H.

Chief Executive Officer

/s/ Jonathan Javitt

Jonathan Javitt

Chairman and Interim Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated:

/s/ Jonathan Javitt

Chairman and Interim Chief Executive Officer

March 14, 2025

Jonathan Javitt

(Principal Executive Officer)

/s/ Richard Narido

/s/ Michael Abrams

Chief Financial Officer

Richard Narido

March 14, 2025

Michael Abrams

(Principal Financial Officer and Principal Accounting Officer)

/s/ Patrick J.

/s/ Janet Rehnquist

Janet Rehnquist

March 14, 2025

/s/ Chaim Hurvitz

March 14, 2025

Chaim Hurvitz

/s/ Jonathan C.

/s/ Dennis McBride

March 14, 2025

Dennis McBride

/s/ Michael Taylor

March 14, 2025

Michael Taylor

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures