Other Information
−Removed: 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.
−Removed: Additionally, we did not adopt or terminate a Rule 10b5–1 trading arrangement during the quarter ended September 30, 2024 .
−Removed: Exhibit Number
+Added: 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 March 31, 2025, as such terms are defined under Item 408 (a) of Regulation S-K.
+Added: Additionally, we did not adopt or terminate a Rule 10b5–1 trading arrangement during the quarter ended March 31, 2025.
Incorporation by Reference
−Removed: Amendment to the Second Amended and Restated Bylaws of NRX Pharmaceuticals, Inc.
−Removed: Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Form of Senior Secured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement.
−Removed: Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement.
−Removed: Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Securities Purchase Agreement, dated August 12, 2024, by and among the Company and the purchasers signatory thereto.
−Removed: Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Form of Security Agreement to be entered into by and among the Company and the other parties signatory thereto.
−Removed: Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Form of Patent Security Agreement, to be entered into by and among the Company and the other parties signatory thereto.
−Removed: Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Form of Registration Rights Agreement to be entered into by and among the Company and the parties signatory thereto.
−Removed: Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Form of Subsidiary Guarantee to be entered into by and among the Company and the purchasers signatory thereto.
−Removed: Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed August 14, 2024
−Removed: Settlement Agreement and Release of Claims, dated August 12, 2024, between the Company and Streeterville Capital, LLC.
−Removed: Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed August 14, 2024
+Added: Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC
+Added: Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2025
+Added: Securities Purchase Agreement, dated January 27, 2025, by and among the Company and the purchaser signatories thereto.
+Added: Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 29, 2025
+Added: Consent and Waiver Agreement, dated January 27, 2025, by and among the Company and the signatories thereto.
+Added: Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 29, 2025
+Added: Form of Amended and Restated Securities Purchase Agreement, dated as of January 28, 2025, by and among the Company and the Investor.
+Added: Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2025
+Added: Form of Second Amended and Restated Securities Purchase Agreement, dated as of February 3, 2025, by and among the Company and the Investor.
+Added: Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 3, 2025
+Added: Asset Purchase and Contribution Agreement, dated as of May 9, 2025, by and among Hope Therapeutics, Inc.
+Added: and the signatories thereto.
+Added: Membership Interest Purchase and Contribution Agreement, by and among Hope Therapeutics, Inc.
+Added: and the signatories thereto.
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3 unchanged sentences
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL:
−Removed: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023;
−Removed: (ii) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 ;
−Removed: (iii) Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023;
−Removed: (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023;
+Added: (i) Condensed Consolidated Balance Sheets;
+Added: (ii) Unaudited Condensed Consolidated Statements of Operations;
+Added: (iii) Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit);
+Added: (iv) Unaudited Condensed Consolidated Statements of Cash Flows;
and (v) Notes to Unaudited Financial Statements.
Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
+Added: Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulations S-K.
+Added: The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon request.
Filed herewith.
4 unchanged sentences
NRX PHARMACEUTICALS, INC.
−Removed: November 14, 2024
−Removed: /s/ Richard Narido
−Removed: Richard Narido
−Removed: Chief Financial Officer (Principal Financial Officer)
+Added: /s/ Jonathan Javitt
+Added: Chairman and Interim Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: 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.
+Added: NRX PHARMACEUTICALS, INC.
+Added: /s/ Michael Abrams
+Added: Chief Financial Officer
+Added: (Principal Financial Officer)
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.