What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-23 compared with 2025-03-14 · 814 added, 726 removed, 519 unchanged (75% of the section changed)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independence Registered Public Accounting Firm (PCAOB firm ID.

Report of Independent Registered Public Accounting Firm (PCAOB firm ID.

106) (Salberg)

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Operations

Consolidated Statement of Changes in Stockholders’ Deficit

Consolidated Statement of Cash Flows

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

NRx Pharmaceuticals, Inc.

1201 Orange Street, Suite 600

Wilmington, DE 19801

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of NRx Pharmaceuticals, Inc.

and Subsidiaries (the “Company”) as of December 31, 2025, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, has experienced negative cash flows from operating activities, and had a stockholders’ deficit at December 31, 2025.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Valuation of Convertible Notes Payable

Description of the Matter

As described in Note 9 – Debt and Note 13 – Fair Value Measurements, to the financial statements, during the year ended December 31, 2025, the Company had outstanding Convertible Notes payable (the Anson Notes).

The Company elected the fair value option for the Anson Notes at inception;

accordingly, the notes were measured at fair value upon issuance and subsequently remeasured at fair value each reporting period through settlement.

During the year ended December 31, 2025, all outstanding Anson Notes, including accrued interest, were extinguished through conversion into shares of Common Stock.

We identified auditing the valuation and extinguishment of the Anson Notes as a critical audit matter due to the complexity of the accounting for the transaction and the significant judgements used by the Company in determining the fair value and extinguishment of the Anson Notes.

This required a high degree of auditor judgment and increased auditor effort, including the involvement of valuation specialists.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included:

We obtained and read the Anson Note agreements to understand the specific terms and conditions, including conversion and redemption features.

With the assistance of our valuation specialist, we evaluated the appropriateness of the valuation method and model used to value the liabilities associated with the Anson Notes, tested the mathematical accuracy of the fair value calculations, developed independent expectations of the fair values of the Anson Notes, and compared our independent expectations to management’s recorded amounts.

We examined the underlying conversion documents, confirmed the settlement of the Anson Notes with the holder, and tested the Company’s calculation of the loss upon extinguishment/conversion of the Anson Notes.

We evaluated the adequacy of the Company’s disclosures related to the Anson Notes and related accounting conclusions.

We have served as the Company’s auditor since 2025.

/s/ Weinberg & Company P.A.

March 23, 2026

Los Angeles, CA

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of:

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NRX Pharmaceuticals, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of NRX Pharmaceuticals, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value of the Convertible Note

As described in Note 3 “Convertible Notes Payable and Fair Value Election” and in Notes 7 and 11 to the consolidated financial statements, the Company uses a Monte Carlo simulation model to estimate the fair value of its convertible notes.

We identified the valuation of fair value of the convertible note as of December 31, 2024 as a critical audit matter.

Auditing management’s assumptions and estimates relating to the Monte Carlo simulation model is especially challenging, complex and subjective.

The primary procedures we performed to address this critical audit matter included (a) gained an understanding of management’s process to develop an estimate of the fair value of the convertible note, (b) tested the data and assumptions used as inputs to the Monte Carlo simulation model for reasonableness, (c) computed an independent expectation of the fair value of the convertible note and (d) compared management’s valuation to our independent expectation.

We agreed with management’s estimate.

/s/ Salberg & Company, P.A.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

SALBERG & COMPANY, P.A.

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March 14, 2025

PART I FINANCIAL INFORMATION

Financial Statements

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326

(561) 995-8270 • Toll Free:

(866) CPA-8500 • Fax:

(561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

NRX PHARMACEUTICALS, INC.

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$ 7,797 $ 1,443

Prepaid expenses and other current assets

Accounts receivable, net

Prepaid expense and other current assets

Total current assets

Furniture and equipment, net

Right-of-use assets, net

Right-of-use asset - related party, net

Intangible assets, net (provisional)

Goodwill (provisional)

$ 12,956 $ 3,651

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Accrued and other current liabilities

11,337 10,149

Accrued clinical site costs

Convertible note payable and accrued interest – short term

Convertible note payable and accrued interest, current

Insurance loan payable

Warrant liabilities

Lease liability, short term

Lease liability, short term - related party

Total current liabilities

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Convertible note payable and accrued interest, long term

Lease liability, noncurrent

Lease liability, noncurrent - related party

Total liabilities

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Series A convertible preferred stock, $ 0.001 par value, 12,000,000 shares authorized;

0 and 3,000,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

0 shares issued and outstanding as of December 31, 2025 and 2024

Common Stock, $ 0.001 par value, 500,000,000 shares authorized;

14,591,505 and 8,391,956 shares issued and outstanding at December 31, 2024 and 2023, respectively

31,734,333 and 14,591,505 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

290,926 255,035

Accumulated other comprehensive loss

Accumulated deficit

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NRX PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Years Ended December 31,

Net patient service revenue

Operating expenses:

Cost of patient services

Research and development

$ 6,199 $ 13,371

General and administrative

13,505 14,216

Settlement (income) expense

Selling, general and administrative

13,061 13,500

Depreciation and amortization

Settlement expense (income)

Total operating expenses

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( 16,224 ) ( 18,502 )

Other (income) expenses:

Other expenses (income):

Interest income

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Interest expense

Convertible note default penalty

Change in fair value of convertible note payable

Change in fair value of convertible notes payable

Change in fair value of warrant liabilities

Loss on convertible note redemptions

Total other expenses, net

( 25,126 ) ( 30,150 )

Deemed dividend - warrants

Net loss attributable to common stockholders

$ ( 25,126 ) $ ( 30,159 )

Comprehensive loss:

( 25,126 ) ( 30,150 )

Change in fair value of convertible note attributed to credit risk

Comprehensive loss

Loss on issuance of Registered Direct Offering

Loss on Consideration Shares and Warrants

Convertible note default penalty

Loss on convertible note conversions

Loss from equity method investments

Gain on exercise of warrants

Total other expense, net

$ ( 28,622 ) $ ( 25,126 )

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$ ( 1.34 ) $ ( 2.36 )

Weighted average common shares outstanding:

Weighted average Common Stock outstanding:

Basic and diluted

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NRX PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

(in thousands, except share data)

Series A Preferred Stock Common Stock Additional

Accumulated Accumulated Other

Comprehensive Income Total Stockholders’

Balance - December 31, 2022

— $ — 6,644,299 $ 7 $ 230,399 $ ( 222,997 ) $ — $ 7,409

Common stock and warrants issued, net of issuance costs $ 2,519

— — 1,353,667 1 8,121 — — 8,122

Preferred stock and warrants issued, net of issuance costs $ 27

3,000,000 3 — — 1,168 — — 1,171

Change in fair value of convertible note attributed to credit risk

— — — — — — ( 3 ) ( 3 )

Shares issued as repayment of principal and interest for convertible note

— — 326,423 — 982 — — 982

Common stock issued to settle GEM settlement liability

— — 67,568 — 250 — — 250

Adjustment for deferred offering cost settlement

— — — — 99 — — 99

Stock-based compensation

— — — — 387 — — 387

— — — — — ( 30,150 ) — ( 30,150 )

Series A Preferred

Preferred Stock

Comprehensive

Stockholders’

Income (Loss)

Balance December 31, 2023

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— $ — — $ — 14,591,505 $ 15 $ 255,035 $ ( 278,273 ) $ — $ ( 23,223 )

The accompanying notes are an integral part of these consolidated financial statements.

Stock-based compensation

— — — — — — 228 — — 228

Common stock issued in exchange for services

225,000 1 600 — — 601

Shares issued as repayment of principal and interest for convertible note

7,290,898 7 18,912 — — 18,919

Shares issued with register direct offering, net of offering cost

5,175,277 5 9,463 — — 9,468

Fair Value of warrants issued with register direct offering

— — — — — — ( 3,255 ) — — ( 3,255 )

At-the-market "ATM" offering, net of offering costs

— — — — 2,276,874 2 6,390 — — 6,392

Shares issued as a result of repricing under VWAP

— — — — 303,819 — 629 — — 629

Amortization of prepaid offering costs

— — — — — — ( 161 ) — — ( 161 )

Common stock issued as a result of exercise of warrants

— — 1,870,960 2 3,085 — — 3,087

— — — — — — ( 28,622 ) ( 28,622 )

Balance - December 31, 2025

— $ — — $ — 31,734,333 $ 32 $ 290,926 $ ( 306,895 ) $ — $ ( 15,937 )

NRX PHARMACEUTICALS, INC.

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Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Depreciation and amortization expense

Amortization of operating right of use assets

Stock-based compensation

Provision for credit losses 40 —

Common Stock issued in exchange for services

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Change in fair value of convertible promissory notes

Loss on convertible notes redemptions

Loss on convertible note conversions

Gain on exercise of warrant liabilities

Loss on issuance of registered direct Common Stock

Loss on debt settlement

Loss on equity method investments

Expense for debt issuance costs due to fair value election on Anson Notes

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Convertible note default penalty

Non-cash settlement expense

Increases (decreases) in operating assets and liabilities:

Prepaid expenses and other assets

Changes in operating assets and liabilities:

Prepaid expense and other assets

Account receivable

Accounts payable

113 ( 5,217 )

Accrued expenses and other liabilities

10,005 ( 531 )

Operating lease liabilities

Accrued expense and other liabilities

Net cash used in operating activities

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CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of computer equipment

Business acquisition, net of cash acquired

Cash used in investments

Net cash used in investing activities

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Repayment of convertible note

( 7,850 ) ( 3,092 )

Repayment of insurance loan

Repayment of insurance note

( 548 ) ( 725 )

Expense for debt issuance costs due to fair value election on Anson Notes

( 350 ) ( 896 )

Proceeds from issuance of insurance loan

Proceeds from Anson convertible notes, net of OID

Proceeds from Anson convertible note, net

Proceeds from liability classified warrants

Proceeds from issuance of Series A preferred stock and warrants issued in private placement, net of issuance costs

ATM offering, net of offering costs

Proceeds from issuance of Common Stock and warrants issued in registered direct offering, net of issuance costs

Proceeds from issuance of Common Stock and warrants, net of issuance costs

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Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

6,354 ( 3,152 )

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Issuance of Common Stock warrants as offering costs

Issuance of common stock for settlement of accrued liability

Recognition of assets acquired as part of business combination (non-cash)

Recognition of liabilities assumed as part of business combination (non-cash)

Right-of-use assets obtained in exchange for operating lease liability

Stock issued due to VWAP adjustments

Warrants issued due to VWAP adjustments

Amortization of deferred offering costs to additional paid-in capital

Conversion of Series A preferred stock into Common Stock

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

NRx Pharmaceuticals, Inc.

NRXP) (“NRX” or the “Company”) is a clinical-stage bio-pharmaceutical company which develops and intends to distribute, through its wholly-owned operating subsidiaries, NeuroRx, Inc., (“NeuroRx”) and HOPE Therapeutics, Inc.

(“HOPE”), and collectively with NRX and NeuroRx, the (“Company”, “we”, “us”, or “our”), novel therapeutics for the treatment of central nervous system disorders including suicidal depression, chronic pain, and post-traumatic stress disorder (“PTSD”) and now schizophrenia.

All of our current drug development activities are focused drugs that modulate on the N-methyl-D-aspartate (“NMDA”) receptor in the brain and nervous system, a neurochemical pathway that has been disclosed in detail in our annual filings.

NeuroRx is organized as a traditional research and development (“R&D”) company, whereas HOPE is organized as a specialty pharmaceutical company intended to distribute ketamine and other therapeutic options to clinics that serve patients with suicidal depression and PTSD.

The Company has two lead drug candidates that are expected to be submitted by year end for Food and Drug Administration (“FDA”) approval with anticipated FDA decision dates under the Prescription Drug User Fee Act ("PDUFA") by the end of June 2025:

NRX- 101, an oral fixed dose combination of D-cycloserine and lurasidone and NRX- 100, a preservative-free formulation of ketamine for intravenous infusion.

The Company’s drug development activities have expanded from its original focus on development of NRX- 101, a fixed dose combination of D-cycloserine (“DCS”) and lurasidone for the treatment of suicidal bipolar depression to encompass the development of NRX- 101 for the treatment of chronic pain and PTSD and to the development of intravenous ketamine (NRX- 100/HTX - 100 ) for the treatment of suicidal depression.

These additional indications have been added as the Company has gained access to clinical trials data funded by governmental entities in France and potentially in the United States which has the potential to afford the Company potential safety and efficacy data on key indications at low cost.

Going Concern

These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

Since inception, the Company has experienced net losses and negative cash flows from operations each fiscal year and has a working capital deficit at December 31, 2024.

The Company has no revenues and expects to continue to incur operating losses into 2025.

Although the Company projects operating revenue to be derived from the operation of clinical facilities through its HOPE subsidiary and sales of its pharmaceutical products in 2025, these projections are subject to completion of anticipated clinical acquisitions in the first case and regulatory approvals in the latter case.

In the absence of these projected developments, the Company’s ability to support its ongoing capital needs is dependent on its ability to continue to raise equity and/or debt financing, which may not be available on favorable terms, or at all, in order to continue operations.

As of December 31, 2024, the Company had $ 1.4 million in cash and cash equivalents.

On August 12, 2024, the Company entered into that certain Securities Purchase Agreement dated August 12, 2024 ( the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to sell Senior Secured Convertible Promissory Notes (the “Anson Notes”) in the aggregate principal amount of up to approximately $ 16.3 million in three tranches of $ 5.435 million, and warrants to purchase that amount of shares of the Company’s common stock, $ 0.001 par value (“Common Stock”) equal to 50% of the principal amount of the Notes in the respective tranche divided by the volume weighted average price (“VWAP”) of the Company’s Common Stock, as listed on the Nasdaq Capital Market, on the day prior to the closing of each respective tranche under the Purchase Agreement (the “Anson Warrants”).

The Company consummated the sale of the first tranche of $ 5.435 million ($ 4.5 million in net proceeds) in Notes and Warrants (the “First Closing”) on August 14, 2024 ( the “First Closing Date”), and the second tranche of $ 5.435 million in Notes and Warrants (the “Second Closing”) on October 10, 2024 ( the “Second Closing Date”), for aggregate gross proceeds of approximately $ 10.87 million, before deducting fees, costs, and other expenses including the use of proceeds to repay $ 5.55 million of the Streeterville Note.

YEARS ENDED DECEMBER 31, 2025 AND 2024

Business and Organization

NRx Pharmaceuticals, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The Company has secured operating capital that it anticipates as sufficient to fund its drug development operations through [●] and to finance submission of FDA New Drug Applications for NRX- 100 and NRX- 101.

The Company may pursue additional equity or debt financing or refinancing opportunities in 2025 and 2026 to fund ongoing clinical activities, to meet obligations under its current debt arrangements and for general corporate purposes.

Such arrangements may take the form of loans, equity offerings, strategic agreements, licensing agreements, joint ventures or other agreements.

The sale of equity could result in additional dilution to the Company’s existing shareholders.

The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms, or that it will be able to refinance its existing debt obligations which could negatively impact the Company’s business and operations and could also lead to a reduction in the Company’s operations.

The Company will continue to carefully monitor the impact of its continuing operations on the Company’s working capital needs and debt repayment obligations.

As such, the Company has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for a period of at least twelve months from the date of issuance of these consolidated financial statements.

The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the company be unable to continue as a going concern.

Summary of Significant Accounting Policies

NRXP) (“NRx”, the “Company”, “we”, “us” or “our”) is a clinical-stage bio-pharmaceutical company which develops and will distribute, through its wholly-owned operating subsidiary, NeuroRx, Inc., (NeuroRx), novel therapeutics for the treatment of central nervous system disorders including suicidal depression, chronic pain, post-traumatic stress disorder (PTSD) and schizophrenia.

NRx is additionally the founder and majority owner of HOPE Therapeutics, Inc.

(HOPE), a medical services company that offers interventional psychiatry care to patients with treatment-resistant depression and PTSD with a combination of neuroplastic drugs, transcranial magnetic stimulation (TMS), digital therapeutics, and hyperbaric therapy.

All of our current drug development activities are focused on drugs that enhance “neuroplasticity” (growth of new brain connections) by modulating the N-methyl-D-aspartate (NMDA) receptor in the brain and nervous system, a neurochemical pathway.

The Company has three lead drug candidates – NRX- 100, a preservative-free formulation of ketamine for intravenous infusion, a generic preservative-free formulation of ketamine (KETAFREE™), and NRX- 101, an oral fixed dose combination of D-cycloserine (DCS) and lurasidone.

As previously announced, in February 2024, NRx incorporated HOPE Therapeutics, a medical care delivery organization focused on providing cutting-edge, comprehensive interventional psychiatric treatment with the most effective treatments available, including NMDA-targeted and other neuroplastic drugs, such as ketamine, Spravato and NRX- 101, neuromodulatory devices, such as TMS, hyperbaric therapy, digital therapeutics, and medication management.

On December 2, 2024, HOPE formed HTX Management Company, LLC (HTX), a wholly owned subsidiary organized as a Delaware limited liability company, for the purpose of supporting future back-end operations associated with the growing network of HOPE clinics.

On September 8, 2025, HOPE became a revenue-generating clinical enterprise through its completion of the previously announced acquisition of Dura Medical, LLC (Dura), a Florida limited liability company, and a revenue-generating clinical organization with locations in Naples and Ft.

Myers, Florida.

Founded in 2018, Dura offers precision-based interventional psychiatry services, including ketamine infusion therapy, TMS, Spravato®, stellate ganglion blocks, and psychotherapy (See Note 16 ).

On October 17, 2025, the Company completed the addition of Cohen and Associates, based in Sarasota, Florida, to the HOPE Network with a strategic minority investment, which expanded HOPE’s footprint on the West Coast of Florida, and related appointment of Dr.

Rebecca Cohen as HOPE’s Medical Director.

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of American (GAAP) as determined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

The consolidated financial statements include the accounts of NRx Pharmaceuticals, Inc.

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All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business.

Since inception, the Company has incurred recurring operating losses and negative cash flows from operations.

For the year ended December 31, 2025, the Company reported a net loss of approximately $ 28.6 million, used cash in operations of approximately $ 14.1 million, had a shareholders' deficit of approximately $ 15.9 million.

As of December 31, 2025, the Company had cash and cash equivalents of $ 7.8 million and a working capital deficit of $ 19.7 million.

The Company generated initial patient service revenue of approximately $ 1.2 million during the year ended December 31, 2025, following the acquisition of Dura on September 8, 2025.

Management expects to continue incurring operating losses through at least the remainder of 2026 as it integrates Dura and pursues additional acquisitions through its HOPE subsidiary.

While management projects incremental revenue from clinical operations and, upon regulatory approval, from pharmaceutical product sales, these projections are subject to significant uncertainty, including successful completion of pending acquisitions and receipt of FDA approval for NRX- 100 and NRX- 101.

The Company has secured operating capital that it anticipates as sufficient to fund its drug development operations through at least the second quarter of 2026 solely from existing cash on hand to finance submission of FDA NDAs for KETAFREE™, NRX- 100 and NRX- 101.

The Company additionally expects to continue to accrue revenue from clinical operations and utilize its existing at-the-market offering to provide cash resources to further support operations.

The Company may pursue additional equity or debt financing or refinancing opportunities in 2026 to fund ongoing clinical activities and for general corporate purposes.

Such arrangements may take the form of loans, equity offerings, strategic agreements, licensing agreements, joint ventures, or other agreements.

The sale of equity could result in additional dilution to the Company’s existing stockholders.

The Company will continue to carefully monitor the impact of its continuing operations on the Company’s working capital needs and debt repayment obligations.

The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

They do not include any adjustments to reflect the possible future effects on the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should the company be unable to continue as a going concern.

Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its consolidated financial statements and the reported amounts of expenses during the reporting period.

The most significant estimates in the Company’s consolidated financial statements relate to the fair value of convertible notes payable, fair value of warrant liabilities, fair value of stock options and warrants, and the utilization of deferred tax assets.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and.

The most significant estimates in the Company’s consolidated financial statements relate to the allowance for credit losses on accounts receivable, fair value of the convertible notes payable, fair value of warrant liabilities, fair value of stock options and warrants, fair value of the Common Stock shares granted for services, fair value of the purchase price and the assets acquired and liabilities assumed in business combinations, the fair value of intangible assets and goodwill, the fair value of lease liabilities and related right of use assets, and the utilization of deferred tax assets.

Actual results may differ from these estimates.

Reclassifications

Certain prior‑year amounts have been reclassified to conform to the 2025 presentation.

Furniture and equipment, previously included in other assets as of December 31, 2024, is now presented within Furniture and equipment, net.

Certain Risks and Uncertainties

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Fair Value of Financial Instruments

ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements.

FASB ASC Topic 820, Fair Value Measurements (ASC 820 ), provides guidance on the development and disclosure of fair value measurements.

Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Quoted prices in active markets for identical assets or liabilities.

Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

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(Refer to Note 13 )

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Concentration of Credit Risk and Off-Balance Sheet Risk

Business Acquisitions

The Company recognizes and measures identifiable tangible and intangible assets acquired and liabilities assumed as of the acquisition date at fair value.

Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets.

The operating results of the acquired business are included in our consolidated financial statements beginning on the date of acquisition.

The purchase price is equivalent to the fair value of consideration transferred.

Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.

Acquisition-related costs are expensed as incurred.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents, including balances held in the Company’s money market accounts.

The Company maintains its cash and cash equivalents with financial institutions, in which balances from time to time may exceed the U.S.

federally insured limits.

The objectives of the Company’s cash management policy are to safeguard and preserve funds to maintain liquidity sufficient to meet the Company’s cash flow requirements, and to attain a market rate of return.

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents.

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The Company has not experienced any losses on its deposits of cash.

The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy.

Cash and Cash Equivalents

The Company maintains its cash and cash equivalents with financial institutions, in which balances from time to time may exceed the U.S.

federally insured limits.

Accounts Receivable, Net

Accounts receivable are recorded at the estimated transaction price (net of contractual adjustments, discounts, and implicit price concessions).

The Company applies the Current Expected Credit Loss (CECL) model to estimate lifetime expected credit losses on trade receivables and contract assets, pooling receivables by payer type and aging and incorporating historical loss experience, current conditions, and reasonable‑and‑supportable forecasts with reversion to historical loss information beyond the forecast horizon.

Receivables are written off when collection is deemed remote;

recoveries are recognized when received.

The Company does not have any off-balance sheet credit exposure related to its customers.

Intangible Assets

The Company’s intangible assets consist of customer relationships, trade name, and non-compete agreements.

Customer relationships represent the value of established patient relationships and referral sources that are expected to generate recurring revenue streams.

Trade name represents the value associated with the brand name in place at the date of the acquisition.

The customer relationships and trade name are being amortized over a 3 -year term and 10 -year term, respectively, based on the estimated economic useful life of the customer relationships and trademark.

The amortization of intangible assets is computed using the straight-line method.

The Company evaluates its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Such indicators may include adverse changes in market conditions, legal or regulatory developments, or underperformance relative to expectations.

If indicators are present, the Company performs a recoverability test by comparing the asset’s carrying amount to the undiscounted future cash flows expected to result from its use and eventual disposition.

If the carrying amount is not recoverable, an impairment loss is recognized for the excess of the carrying amount over the asset’s fair value.

Goodwill represents the excess of the cost of an acquired business over the fair value assigned to its net assets.

Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Events or changes in circumstances that may trigger interim impairment reviews include, but not limited to, significant adverse changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors.

The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary.

If an impairment test is necessary, the Company will estimate the fair value of its related reporting units.

If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.

During the year ended December 31, 2025, the Company recorded goodwill in connection with a business acquisition.

In evaluating whether a triggering event occurred during the period, the Company performed a qualitative assessment consistent with GAAP.

This assessment considered the totality of events and circumstances, including the existence of substantial doubt to continue as a going concern, and concluded that it is not more likely than not (i.e., less than a 50% likelihood) that the fair value of the reporting unit is below its carrying amount.

Based on this assessment, no impairment charges related to goodwill were recorded for the periods presented.

Furniture and Equipment, net

Furniture and equipment, net is stated at cost less accumulated depreciation.

These assets are depreciated over their estimated useful lives of five to seven years using the straight-line method.

The Company adheres to ASC 360, Property, Plant, and Equipment and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable.

If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists.

If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value.

For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.

The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell.

There were no impairment losses for long-lived assets recorded for the years ended December 31, 2025 and 2024.

Lease liabilities

The Company determines if an arrangement is a lease at inception.

Operating leases are included in right-of-use assets (ROU), lease liabilities, and lease liabilities – related party.

Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

None of the leases entered into have an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments.

Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

The ROU assets also include any prepaid lease payments made and initial direct costs incurred and exclude lease incentives.

The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Revenue Recognition

The Company accounts for revenue under FASB ASC Topic 606, Revenue for Contract with Customers (“ ASC 606 ”) or other accounting standards for revenue not derived from customers.

Arrangements may include licenses to intellectual property, research services and participation on joint research committees.

The Company evaluates the promised goods or services to determine which promises, or group of promises, represent performance obligations.

In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of research, the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property, and whether the promised goods or services are integral to or dependent on other promises in the contract.

When accounting for an arrangement that contains multiple performance obligations, the Company must develop judgmental assumptions, which may include market conditions, timelines and probabilities of regulatory success to determine the stand-alone selling price for each performance obligation identified in the contract.

The Company enters into contractual arrangements that may include licenses to intellectual property and research and development services.

When such contractual arrangements are determined to be accounted for in accordance with ASC 606, the Company evaluates the promised good or services to determine which promises, or group of promises, represent performance obligations.

The License Agreement (the “ License Agreement ”) with Alvogen Pharma US, Inc., Alvogen, Inc.

and Lotus Pharmaceutical Co.

(collectively, “ Alvogen ”) (as further discussed in Note 6 below) was accounted for in accordance with ASC 606.

In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps:

identify the contract(s) with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to the performance obligations within the contract; and

recognize revenue when (or as) the entity satisfies a performance obligation.

The Company only applies the five -step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation.

The promised goods or services in the Company’s arrangements typically consist of a license to intellectual property and research services.

The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer.

Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract.

Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation.

The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract.

Consideration may be fixed, variable, or a combination of both.

At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received.

The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied.

For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress.

The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

The Company records amounts as accounts receivable when the right to consideration is deemed unconditional.

When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue.

The Company’s revenue arrangements may include the following:

Milestone Payments :

At the inception of an agreement that includes milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price.

The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach.

The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome.

Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty.) The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances.

For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Research Services :

The Company incurred research costs in association with the License Agreement.

After the First Milestone Payment (as defined in Note 6 below), the Company would have been reimbursed for certain costs incurred related to reasonable and documented out-of-pocket costs for clinical and non-clinical development activities.

The Company would have recognized revenue for the reimbursed costs when the First Milestone Payment contingencies had been achieved and the Company had an enforceable claim to the reimbursed costs.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The Company accounts for revenue under FASB ASC Topic 606, Revenue for Contract with Customers (ASC 606 ).

Patient service revenue is recognized as performance obligations are satisfied, which occurs over time as patients simultaneously receive and consume services.

Each treatment or visit generally represents a separate contract.

Procedural services (e.g., ketamine infusions, esketamine administration, TMS sessions, SGB/epidural procedures) are recognized at the point in time when rendered;

therapy and medication management services are recognized as sessions occur.

The transaction price includes variable consideration such as contractual adjustments, expected denials, and implicit price concessions, which are estimated and constrained to amounts not expected to reverse.

The Company applies the portfolio approach for contracts with similar characteristics by payer and service type.

The Company elected the practical expedient not to assess a significant financing component because the period between service and payment is one year or less.

The Company acts as principal in its patient service arrangements and records revenue on a gross basis.

Patient service revenue is primarily derived from services rendered to patients for outpatient behavioral health care, interventional psychiatry, and pain management procedures.

The Company’s services have no fixed duration and can generally be terminated by the patient or the Company at any time;

therefore, each treatment or visit is considered its own stand-alone contract.

The Company disaggregates Patient service revenue from contracts with customers by service type including procedural services and therapy services and by payor type including commercial insurance, Medicare, and self-pay.

Management believes this presentation best reflects the nature, amount, timing, and uncertainty of the Company’s patient service revenue and cash flows.

Cost of Patient Services

Cost of patient services includes direct costs associated with providing healthcare services, such as salaries and benefits for clinical personnel, medical supplies, pharmaceuticals, and other costs directly attributable to patient care.

These costs are expensed as incurred.

Research and Development Costs

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As permitted under FASB ASC Topic 825, Financial Instruments (ASC 825 ), the Company elected to account for its promissory notes, which meet the required criteria, at fair value at inception.

Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations.

The portion of total changes in fair value of the notes attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income in the accompanying consolidated statements of operations and comprehensive loss.

As a result of electing the fair value option, direct costs and fees related to the promissory notes are expensed as incurred.

Subsequent changes in fair value including interest and amortization of discounts are recorded as a component the change in fair value of convertible notes payable included in other expense (income) in the consolidated statements of operations.

As a result of electing the fair value option, direct costs and fees related to the issuance of the promissory notes are expensed as incurred.

The Company estimates the fair value of its notes payable using a Monte Carlo simulation model, which uses as inputs the fair value of its Common Stock and estimates for the equity volatility of its Common Stock, the time to expiration (i.e., expected term) of the note, the risk-free interest rate for a period that approximates the time to expiration, and probability of default.

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Unless otherwise specified, the probability of default is estimated using Bloomberg’s Default Risk function which uses its financial information to calculate a default risk specific to the Company.

At September 30, 2024, the Streeterville Note valuation was adjusted to the post settlement amount agreed upon.

Interest expense is included within the change in fair value of the notes payable and accrued interest is included within the fair value of the convertible notes payable on the balance sheet.

See Note 7 for Streeterville and Anson convertible notes.

Management believes those assumptions are reasonable but if these assumptions change, it could materially affect the fair value.

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The Company estimates the fair value of restricted stock award grants using the closing trading price of the Company’s Common Stock on the date of issuance.

All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations and comprehensive loss based upon the underlying individual’s role at the Company.

All stock-based compensation costs are recorded in selling, general and administrative or research and development expenses in the consolidated statements of operations based upon the underlying individual’s role at the Company.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480 ) and FASB ASC Topic 815, Derivatives and Hedging (ASC 815 ).

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This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

1 unchanged sentence

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company generally determines fair value of the Common Stock Warrants (as defined below) using a Black Scholes valuation methodology.

The Company generally determines fair value of the Common Stock Warrants using a Black-Scholes valuation methodology.

A change in any of the terms or conditions of warrants is accounted for as a modification.

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The Company operates as a single operating and reportable segment, consistent with the manner in which the CODM evaluates performance and allocates resources, see Note 14 for further information.

Equity Method Investments

Investments in entities over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method of accounting in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures (“ASC 323” ).

Under the equity method, investments are initially recorded at cost and subsequently adjusted to reflect the Company’s proportionate share of the investee’s net income or loss, which is recorded in equity method income (loss) in the statements of operations.

Distributions received from investees reduce the carrying amount of the investment.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.

Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740” ), which provides for deferred taxes using an asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

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Diluted earnings per share excludes, when applicable, the potential impact of stock options, Common Stock warrant shares, convertible notes, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive.

1 unchanged sentence

587,355 121,833

Restricted stock awards

Common Stock warrants

9,359,710 7,173,766

Convertible preferred stock

Unvested Restricted Stock awards 32,895 —

Common Stock issuable upon conversion of Anson Notes

9,979,960 12,215,725

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.

In November 2023, the FASB issued Accounting Standard Update (ASU) No.

2023‑07, Segment Reporting (Topic 280 )- Improvements to Reportable Segment Disclosures (ASU 2023 - 07 ) , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023 - 07 should be applied on a retrospective basis.

ASU 2023 - 07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company has adopted the reportable segment disclosure requirements.

In December 2023, the FASB issued ASU 2023 - 09 -Income Taxes (Topic 740 ):

I mprovements to Income Tax Disclosures (ASU 2023 - 09 ) , which is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily by amending disclosure requirements for the effective tax rate reconciliation and income taxes paid.

In December 2023, the FASB issued Accounting Standards Update (ASU) No.

2023 - 09 -Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures (ASU 2023 - 09 ), which is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily by amending disclosure requirements for the effective tax rate reconciliation and income taxes paid.

ASU 2023 - 09 should be applied on a prospective basis, and retrospective application is permitted.

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Early adoption is permitted.

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at the dates indicated (in thousands):

The Company adopted this ASU or the year ended December 31, 2025 ( see Note 15 “Income Taxes” for more information).

In November 2024, the FASB issued ASU No.

2024 - 03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses (“ASU 2024 - 03” ) and in January 2025, the FASB issued ASU No.

2025 - 01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Clarifying the Effective Date , which clarified the effective date of ASU 2024 - 03.

ASU 2024 - 03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions.

ASU 2024 - 03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses.

The Company is currently evaluating the impact of adopting of ASU 2024 - 03.

Revenue and accounts receivable

Revenue for the year ended December 31, 2025 is derived from services rendered to patients for outpatient behavioral health care, interventional psychiatry, and pain management procedures.

The Company’s services have no fixed duration and can generally be terminated by the patient or the Company at any time;

therefore, each treatment or visit is considered its own stand-alone contract.

The Company disaggregates revenue from contracts with customers by service type and by payor, as management believes this best depicts the nature, amount, timing, and uncertainty of revenue and cash flows.

Revenue by Service Type (in thousands):

Ended December

Procedures income

Therapy services

Total net patient service revenue

Revenue by payor (in thousands):

Ended December

Commercial Insurance

Total net patient service revenue

The Company receives payments from the following sources:

(i) commercial insurers;

(ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (CMS) and other programs;

(iii) state governments under Medicaid and related programs;

and (iv) individual patients and clients.

The Company determines the transaction price based on established billing rates reduced by contractual adjustments, discounts, and implicit price concessions, which represent amounts the Company does not expect to collect based on historical experience and other relevant factors.

Contractual adjustments and discounts are based on contractual agreements with commercial insurance and Medicare, discount policies, and historical experience.

Implicit price concessions are based on historical collection experience.

Most of the Company’s services have contracts containing variable considerations, such as contractual adjustments, discounts, and implicit price concessions, which are estimated and reflected as reductions to revenue in the period the services are provided.

However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company includes the variable consideration in the estimated transaction price.

Subsequent changes resulting from a patient’s ability to pay are recorded as credit loss expense, which is included in other operating expenses.

For the year ended December 31, 2025, current expected credit loss recovery was less than $ 0.1 million reflecting additional allowance for credit losses following the acquisition of Dura.

The Company derives a significant portion of its revenue from Medicare, and other payors that receive discounts from established billing rates.

The Medicare regulations and various managed care contracts under which these discounts must be estimated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided.

Management estimates the transaction price on a payor specific basis given its interpretation of the applicable regulations or contract terms.

The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates.

Accounts Receivable and allowance for credit loss

Accounts Receivable (in thousands):

Accounts receivable, gross

allowance for credit losses

Accounts receivable, net

Allowance for credit losses roll-forward (in thousands):

Beginning balance as of December 31, 2024

Acquisition of Dura (September 8, 2025)

Provision (recovery) for expected credit losses

Write-offs, net of recoveries

Ending Balance as of December 31, 2025

Accounts Receivable by payor (in thousands):

Commercial insurance

Accounts receivable, gross

Estimation inputs and credit quality information (summary):

Receivables are pooled by payer class and aging;

loss rates reflect historical experience updated for current conditions and reasonable‑and‑supportable forecasts with reversion to long‑run averages beyond the forecast horizon.

The Company does not suspend recognition of revenue on a “nonaccrual” basis for trade receivables.

Prepaid Expense and Other Current Assets

Prepaid expense and other current assets consisted of the following at the dates indicated (in thousands):

Prepaid expense and other current assets:

Prepaid insurance

$ 827 $ 1,078

Prepaid clinical development costs

Other prepaid expense

Other current receivables

Total prepaid expense and other current assets

$ 934 $ 1,859

Furniture and equipment, net

As of December 31, 2025 and 2024, furniture and equipment, net, consisted of the following (in thousands):

Medical equipment

Computer equipment

Furniture and fixtures

Total furniture and equipment

accumulated depreciation

( 30 ) ( 19 )

Furniture and equipment, net

Depreciation expense was less than $ 0.01 million for the years ended December 31, 2025 and 2024.

The Company has operating leases for three healthcare clinics in Naples, Fort Myers, and West Palm Beach, Florida:

Naples Lease (Related Party):

The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by Dura’s former sole member prior to the acquisition.

Following the acquisition on September 8, 2025, the former member became a director and minority shareholder of the Company.

Right-of-use (ROU) assets and operating lease liabilities was measured under ASC 805 as if the leases were new at the acquisition date.

The amended lease commenced on September 8, 2025 and expires on December 31, 2027.

It is non-cancelable and requires monthly base rent of $ 6 thousand (subject to 3 % annual escalations), plus $ 2 thousand in common area maintenance charges, and $ 1 thousand in taxes.

Fort Myers Lease (Third Party):

The Company amended a lease for its Fort Myers clinic on September 8, 2025, with a commencement date of September 8, 2025, and an expiration date of November 30, 2026.

Right-of-use (ROU) assets and operating lease liabilities were measured under ASC 805 as if the leases were new at the acquisition date.

The amended lease is non-cancellable and requires monthly base rent of $ 5 thousand in the first year, plus $ 2 thousand in common area maintenance charges, subject to 3 % annual escalations

West Palm Beach Lease (Third Party):

On November 14, 2025, the Company entered into a sublease agreement with Third Party of office space located at West Palm Beach, Florida.

The sublease commenced on December 1, 2025 and expires on April 5, 2028.

The sublease provides for fixed annual rent of approximately $ 151.0 thousand in the first lease year, subject to contractual escalations, and includes a five‑month rent abatement at commencement.

The Company is also responsible for its proportionate share of operating expenses and other additional rent in accordance with the sublease terms.

The components of lease expense included in the Company’s statement of operations were as follows (in thousands):

Expense Classification

Operating lease expense:

Amortization of ROU asset

Selling, general and administrative

Accretion of operating lease liability

Selling, general and administrative

Amortization of ROU asset - related party

Selling, general and administrative

Accretion of operating lease liability - related party

Selling, general and administrative

Total operating lease expense

Other information related to leases is as follows:

Weighted-average remaining lease term:

Operating leases (in years)

Weighted-average discount rate:

Operating leases

The future minimum lease payments required under leases as of December 31, 2025 were as follows (in thousands):

imputed interest

Lease liability

Accrued and Other Current Liabilities

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Refund liability (see Note 8)

$ 5,509 $ 4,715

Professional services

1 unchanged sentence

Accrued research and development expense

Accrued Dura acquisition cost due post-closing

Other accrued expense

1 unchanged sentence

$ 11,337 $ 10,149

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Alvogen Licensing Agreement

In June 2023, the Company entered into a License Agreement with Alvogen.

Under the License Agreement, the Company granted Alvogen certain license rights to develop, manufacture, and commercialize the Company’s candidate therapeutic product, NRX- 101, for the treatment of bipolar depression with suicidality.

In exchange for the license granted and the participation of the Company in certain development, regulatory and commercial activities, Alvogen was obligated to pay the Company specified regulatory and commercial milestones, the first of which was $ 9 million upon the later of a positive data read-out from the Company’s ongoing Phase 2b/3 clinical trial and completion of the Type B meeting with the FDA (the “ First Milestone Payment ”).

In February 2024, the parties executed an amendment accelerating payment of up to $ 5 million related to the First Milestone Payment, with the remaining $ 4 million due upon the original agreement’s terms (see below for advances received through December 31, 2024).

As compensation for advancing the milestone, Alvogen received warrants to purchase up to 419,598 shares of the Company's Common Stock, at a strike price of $ 4.00 with a three year term (See Note 9 ).

The grant date fair value of the warrants was approximately $ 1.3 million, which the Company planned to account for as consideration paid to a customer (see below).

The second portion of the first milestone was to be $ 4 million and, as before, triggered by a positive response to the Company's planned end of phase 2 meeting with FDA.

If the first milestone was not achieved by September 3, 2024, the Company would have been obligated to repay any amount received against the $ 5 million advance of the First Milestone Payment to Alvogen.

As there was significant uncertainty relative to approval of any drug candidate in development, the Company concluded that it was not probable that a significant reversal of revenue would not occur if the Company were to include the First Milestone Payment, or any advances thereof, in the transaction price prior to receiving FDA approval.

Accordingly, the transaction price was fully constrained and advances from Alvogen were recorded as a refund liability until such time as the refund right expired.

Further, the Company accounted for the warrants issued to Alvogen within additional paid-in capital consistent with the accounting for unfunded stock subscription agreements until such time as the uncertainty around the First Milestone was resolved.

Under the License Agreement, as amended, Alvogen was granted early termination rights.

On June 21, 2024, the Company received a notice of termination from Alvogen effective immediately.

2 unchanged sentences

Upon termination of the License Agreement, the intellectual property rights licensed to Alvogen under the License Agreement reverted to the Company, and all other rights and obligations of each of the parties immediately ceased, except for outstanding amounts owed as of the time of such expiration or termination.

As of December 31, 2024, the refund liability due to Alvogen was $ 4.7 million, which represents all payments made by Alvogen through December 31, 2024, and is included as a component of accrued expense and other current liabilities on the consolidated balance sheet (refer to Note 5 ).

In accordance with the License Agreement, any unpaid amounts accrue interest from the due date at a rate equal to one‑month Term SOFR plus 6.0 % per annum ( 10.8 % as of December 31, 2025).

Interest expense related to the accrued interest on the refund liability is recognized as incurred and is included in interest expense in the consolidated statements of operations.

As of December 31, 2025, the refund liability due to Alvogen was $ 5.5 million, which represents a total of $ 4.8 million of all payments made by Alvogen through December 31, 2025 along with the $ 0.7 million of accrued interests, and is included as a component of accrued expense and other current liabilities on the consolidated balance sheet (See Note 7 ).

As of December 31, 2024, the refund liability due to Alvogen was $ 4.7 million, which represents all payments made by Alvogen through December 31, 2024.

Following the early termination by Alvogen, the Company does not anticipate recognizing any revenue under the License Agreement.

1 unchanged sentence

Streeterville Convertible Note

On November 4, 2022, the Company issued an 9 % redeemable promissory note (as amended, the “ Streeterville Note ”) to Streeterville Capital, LLC, a Utah limited liability company (“ Streeterville ”), for an aggregate principal amount of $ 11.0 million.

The Streeterville Note originally matured 18 months from the date of issuance subject to certain acceleration provisions.

The Streeterville Note carried an original issue discount of $ 1.0 million which was deducted from the principal balance of the Streeterville Note.

The net proceeds from the issuance of the Streeterville Note was $ 10.0 million after transaction costs including the original issue discount, legal and other fees are included.

The initial terms of the Streeterville Note included the following provisions, certain of which were subsequently modified, as described below.

The Company had the option to prepay the Streeterville Note during the term by paying an amount equal to 110 % of the principal, interest, and fees owed as of the prepayment date.

The noteholder had the right to redeem up to $ 1.0 million of the outstanding balance of the Streeterville Note per month starting six months after the issuance date (the “ Maximum Monthly Redemption Amount ”).

Payments could be made by the Company at their option in:

(i) in cash with a 10 % premium (the “ Redemption Premium ”) for the amount redeemed, (ii) by paying the redemption amount in the form of shares of Common Stock with the number of redemption shares being equal to the portion of the applicable redemption amount divided by the Redemption Conversion Price (as defined below), or (iii) a combination of cash and shares of Common Stock.

The “ Redemption Conversion Price ” on any given redemption date equaled 85 % multiplied by the average of the two lowest daily volume weighted average prices per share of the Common Stock during the ten trading days immediately preceding the date that the noteholder delivered notice electing to redeem a portion of the Streeterville Note.

Beginning May 1, 2023, in the event (a) the daily dollar trading volume of the Common Stock of the Company on any given trading day was at least fifty percent ( 50% ) greater than the lower of (i) the median daily dollar trading volume over the previous ten ( 10 ) trading days or (ii) the daily dollar trading volume on the trading day immediately preceding the date of measurement or (b) if the closing trade price on any given trading day was at least thirty percent ( 30% ) greater than the Nasdaq Minimum Price, then the lender would be entitled to redeem over the following ten ( 10 ) trading days an amount of indebtedness then outstanding under the Streeterville Note equal to twice the monthly redemption amount of $ 1.0 million solely by payment by stock, if permitted under the agreement, subject to the Maximum Percentage (as defined in the Streeterville Note) and other ownership limitations.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The Streeterville Note contained certain Trigger Events (as defined in the Streeterville Note) that generally, if uncured within five trading days, could result in an event of default in accordance with the terms of the Streeterville Note (such event, an “ Event of Default ”).

Upon an Event of a Default, the Lender could consider the Streeterville Note immediately due and payable.

Upon an Event of Default, the interest rate could also be increased to the lesser of 18 % per annum or the maximum rate permitted under applicable law (see below).

Due to these embedded features within the Streeterville Note, the Company elected to account for the Streeterville Note at fair value at inception.

Subsequent changes in fair value were recorded as a component of other income (loss) in the consolidated statements of operations.

Streeterville Convertible Note Amendments

On March 30, 2023, the Company entered into an Amendment to the Note (the “ First Amendment ”), pursuant to which the Maximum Percentage was set at 9.99 % of the number of shares of Common Stock outstanding on a given date.

On July 7, 2023, the Company entered into Amendment #2 to the Streeterville Note with Streeterville (the “ Second Amendment ”).

Pursuant to the Second Amendment, the Company agreed to amend the redemption provisions of the Streeterville Note to provide that the Company would pay to Streeterville an amount in cash equal to $ 1.8 million on or before July 10, 2023, which amount was paid on July 10, 2023.

In addition, the Company agreed that, beginning on or before July 31, 2023, and on or before the last day of each month until December 31, 2023, the Company would pay Streeterville an amount equal to $ 0.4 million in cash, less any amount satisfied by the delivery of Redemption Conversion Shares (as defined below).

Notwithstanding the foregoing, Streeterville could also submit a request for redemption of up to an aggregate of $ 1.0 million per month in accordance with the terms of the Second Amendment.

However, the portion of each payment that was not satisfied by the delivery of Redemption Conversion Shares was the maximum amount of cash the Company would have been required to pay in accordance with the Second Amendment during the period from July 31, 2023 and on or before the last day of each month until December 31, 2023.

The redemption of the Maximum Monthly Redemption Amount in excess of the Minimum Amount would be satisfied by the delivery of additional Redemption Conversion Shares.

On February 9, 2024, the Company entered into Amendment #3 to the Streeterville Note (the “ Third Amendment ”), with Streeterville.

In accordance with the Third Amendment, the Company and Streeterville agreed to amend the redemption provisions of the Streeterville Note to provide that the Company would pay to Streeterville an amount in cash equal to $ 1.1 million on February 12, 2024, which the amount was paid on February 12, 2024.

In addition, beginning on or before February 29, 2024, and on or before the last day of each month until July 31, 2024, the Company was obligated to pay Streeterville an amount equal to $ 0.4 million in cash, less any amount satisfied by the delivery of Redemption Conversion Shares.

During the first three months of this amended payment period, Streeterville could not request to redeem amounts greater than $ 0.4 million per month.

After April 30, 2024, and for the remainder of the payment period through July 31, 2024, Streeterville could redeem any Redemption Amount (as defined in the Streeterville Note), including an amount in excess of the Minimum Payment, subject to the Maximum Monthly Redemption Amount.

During the period through July 31, 2024, the Company was permitted to pay the Redemption Amounts by delivery of the Redemption Conversion Shares (as defined below) without regard to the existence of any Equity Conditions Failure, to the extent Streeterville submits redemption notices during such month pursuant to the terms of the Streeterville Note, and only for the Redemption Amounts covered by such notices.

Moreover, the Redemption Premium would continue to apply to the Redemption Amounts.

To the extent there was an outstanding balance under the Streeterville Note after July 31, 2024, the Company would be required to pay such outstanding balance in full in cash by August 31, 2024.

As a result of the alleged Event of Default mentioned below, the Company did not pay any Redemption Amounts during the three months ended September 30, 2024, prior to the settlement, also as described below.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

During the Minimum Payment Period (defined in the Streeterville Note, as amended), the Company was permitted to pay the Redemption Amounts in the form of shares of Common Stock of the Company (the “ Redemption Conversion Shares ”) calculated on the basis of the Redemption Conversion Price (as defined in the Streeterville Note) without regard to the existence of an Equity Conditions Failure.

Moreover, the Redemption Premium (as defined in the Streeterville Note) would continue to apply to the Redemption Amounts.

Both the Second Amendment and the Third Amendment (considered cumulatively with the Second Amendment) were deemed to be debt modifications and did not give rise to a debt extinguishment in accordance with FASB ASC Topic 470, Debt , which was accounted for prospectively.

The modification did not result in recognition of a gain or loss in the consolidated statements of operations as the modifications were not considered debt extinguishments, but impacted interest expense recognized in subsequent periods, prior to the settlement of the Streeterville Note.

Convertible Note Fair Value Measurements

The Company estimated the fair value of the Streeterville Note using a Monte Carlo simulation model, which used as inputs the fair value of its Common Stock and estimated for the equity volatility and volume volatility of its Common Stock, the time to expiration of the Streeterville Note, the risk-free interest rate for a period that approximated the time to expiration, and probability of default.

Therefore, the Company estimated its expected future volatility based on the actual volatility of its Common Stock and historical volatility of its Common Stock utilizing a lookback period consistent with the time to expiration.

The time to expiration was based on the contractual maturity date, giving consideration to the mandatory and potential accelerated redemptions beginning six months from the issuance date.

The risk-free interest rate was determined by reference to the U.S.

Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration.

Probability of default was estimated using either Bloomberg's Default Risk function, which uses its financial information to calculate a default risk specific to the Company, or management's estimates which included, the Company's current cash runway, current efforts to raise financing, and current economic environment.

The discount to the principal amount was included in the carrying value of the Streeterville Note.

During 2022, the Company recorded a debt discount of approximately $ 1.0 million upon issuance of the Streeterville Note for the original issue discount of $ 1.0 million.

As a result of electing the fair value option, any direct costs and fees related to the Streeterville Note were expensed as incurred.

For the years ended December 31, 2024 and 2023, the Company recorded a gain from the change in fair value of the Streeterville Note of $ 1.8 million and $ 2.7 million, respectively, which was recognized in other (income) expense on the consolidated statements of operations as a result of the Company’s election of the fair value option.

During the year ended December 31, 2024, the Company made cash principal repayments on the Note of approximately $ 7.4 million, made cash interest payments on the Note of approximately $ 0.5 million, including $ 0.2 million of redemption premiums, issued shares of Common Stock as principal repayment of $ 0.3 million, and issued shares of Common Stock as interest repayment of $ 0.1 million, and incurred a default penalty of $ 0.8 million.

During the year ended December 31, 2023, the Company made cash principal repayments on the Note of approximately $ 2.3 million, made cash interest payments on the Note of approximately $ 0.9 million, including $ 0.1 million of redemption premiums, issued shares of Common Stock as principal repayment of $ 0.7 million, and issued shares of Common Stock as interest repayment of $ 0.2 million.

As of December 31, 2024 and 2023, the Note carried a remaining principle balance of $ 0 and $ 8.3 million, respectively.

Refer to Note 11 for the reconciliation of the fair values for the periods presented.

Alleged Default

On April 24, 2024, the Company received written notice from counsel for Streeterville that an alleged event of default occurred with respect to the Streeterville Note issued by the Company in favor of Streeterville (the “ Notice ”).

The Notice alleged that, among other things, (i) the announcement of the plan to partially spin-off of HOPE (the “ Spin-Off ”), constituted a “Fundamental Transaction” (as defined in the Streeterville Note) for which the Company failed to obtain Streeterville’s prior written consent before undertaking such transaction;

and (ii) the Company failed to pay the Minimum Payment, as defined in the Streeterville Note, by April 8, 2024, following a Redemption Notice issued on April 3, 2024 by Streeterville to the Company, each of which resulted in the failure to cure a Trigger Event and subsequent Event of Default of the Streeterville Note, resulting in the acceleration of all of the outstanding amounts due thereunder.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Streeterville also filed a complaint (the “ Complaint ”) naming the Company as a defendant in the Third Judicial District Court of Salt Lake County, Utah.

The Complaint was seeking, among other things:

(i) declaratory relief for an order enjoining the Company from undertaking any Fundamental Transaction, including the Spin-Off, or otherwise issuing Common Stock or other equity securities (such as the shares of HOPE pursuant to the announced Spin-Off);

and (ii) repayment of the Streeterville Note and other unspecified amounts of damages, costs and fees, but no less than $ 6.5 million, or the amounts currently outstanding under the Streeterville Note.

On July 29, 2024, in connection with the alleged Event of Default that Streeterville claimed occurred with respect to the Streeterville Note, the Company announced an order of the Utah arbitrator denying the petition of Streeterville to enjoin Spin-Off of 49 % of shares in HOPE to current shareholders of the Company.

The purpose of the proposed Spin-Off was to provide the Company’s shareholders with valuable consideration and to provide HOPE (currently a wholly-owned subsidiary) with a sufficient shareholder base to enable future listing on a national exchange.

The arbitrator also denied Streeterville’s petition to enjoin the Company from selling additional shares of Common Stock to finance ongoing operations.

Streeterville Settlement

On August 12, 2024, the Company and Streeterville entered into a Settlement and Release of Claims (the “Settlement Agreement”), whereby the Company and Streeterville agreed to settle all disputes between the parties and release the Company from all obligations arising from the Notes at certain Securities Purchase Agreement, dated November 4, 2022 ( “Streeterville Notes”), between the Company and Streeterville, and that certain Convertible Promissory Note, dated November 4, 2022, issued to Streeterville by the Company, in exchange for a payment of $ 2.5 million upon the initial closing of the sale of the Anson Notes, and within 60 days thereafter, a second payment of $ 3.05 million.

The Company made the $ 2.5 million payment upon the Anson Notes closing on August 15, 2024.

The Company made the final $ 3.05 million payment in October 10, 2024 using proceeds from the Second Closing of Anson Convertible Promissory Note.

The Company evaluated the terms of the Settlement Amendment in accordance with ASC 470 - 50, Debt Modifications and Extinguishments .

Both the Settlement Amendment and the Third Amendment (considered cumulatively with the Settlement Amendment) were deemed to be debt modifications and did not give rise to a debt extinguishment in accordance with ASC Topic 470, Debt , which will be accounted for prospectively.

The modifications did not result in recognition of a gain or loss in the consolidated statements of operations as the modifications were not considered debt extinguishments, but will impact interest expense and the determination of fair value in future periods.

The following table presents the Streeterville Note as of December 31, 2024 and 2023 (in thousands):

On November 4, 2022, the Company issued a convertible note to Streeterville Capital, LLC (Streeterville), for an aggregate principal amount of $ 11.0 million (the “Streeterville Note”).

The note was accounted for under the fair value option of ASC 825.

On August 12, 2024, the Company and Streeterville entered into a Settlement and Release of Claims (the “Settlement Agreement”), whereby the Company and Streeterville agreed to settle all disputes between the parties and release the Company from all obligations to Streeterville under the terms of the Streeterville Note in exchange for a payment of $ 2.5 million upon the initial closing of the sale of the Anson Notes, and within 60 days thereafter, a second payment of $ 3.05 million.

The Company made the above payments as agreed, thereby consummating the settlement in 2024.

The Settlement Amendment was deemed to be debt modifications and did not result in recognition of a gain or loss in the consolidated statements of operations.

The following table presents the Streeterville Note as of December 31, 2024 ( in thousands):

Par value of the Note

$ 11,020 $ 11,020

Unamortized original issue discount

( 497 ) ( 497 )

Default penalty

Conversions and repayments of principal and interest (shares and cash)

( 12,324 ) ( 4,072 )

Carrying value of the Note before current period change in fair value

( 952 ) 6,451

Cumulative fair value adjustments through earnings

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Convertible note payable, net of current portion

Anson Convertible Promissory Notes

On August 12, 2024, the Company entered into the Purchase Agreement with Investors.

The Company agreed to sell, in three equal tranches, original issue discount Anson Notes in the aggregate principal amount of up to approximately $ 16.3 million for an aggregate purchase price of up to approximately $ 15.0 million and warrants to purchase that amount of shares equal to 50 % of the principal amount of the Notes divided by the VWAP of the Company’s Common Stock, as listed on the Nasdaq Capital Market, on the day prior to the closing of each respective tranche under the Anson Warrants.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

In connection with the above offering, the Company engaged EF Hutton LLC as placement agent (the “Placement Agent”), Pursuant to the terms of the engagement with the Placement Agent, the Company paid a cash fee of 7 % of the gross proceeds the Company receives in the offering at closing.

2024 Senior Secured Convertible Promissory Notes

On August 14, 2024, the Company entered into the first tranche Senior Secured Convertible Note Agreements (the “First Tranche Notes”) with Anson Investment Master Fund LP and Anson East Master Fund LP (collectively “Anson”) at various amounts for an aggregate of $ 5.435 million subject to an original issuance discount of 8 % or $ 435,000 , less other cash issuance costs of $ 521,000 , resulting in net cash proceeds of $ 4.5 million, prior to any allocation to the Anson Warrants.

The First Tranche Notes bear interest at a rate of 6 % per annum (or 10 % during the occurrence of any Event of Default (as defined in the First Tranche Notes)) and have a term of 15 months from the issuance date, maturing on November 14, 2025 ( the “First Tranche Maturity Date”) (see Note 9 ).

On August 14, 2024, in conjunction with the issuance of the First Tranche Notes, the Company issued warrants to purchase up to 1,349,305 shares of the Company’s Common Stock.

The First Tranche Notes are convertible at the option of the holder at any time after issuance into Common Stock, at a per share conversion price equal to the lower of (a) $ 2.4168 , (the “Fixed Conversion Price”) or (b) a price equal to 92 % of the lowest VWAP during the seven trading day period immediately preceding the effective conversion date (the “Alternate Conversion Price”, and together with the Fixed Conversion Price, the “Conversion Price”).

If the Conversion Price is less than $ 0.38 (the “Floor Price”), then in addition to the issuance of Common Stock upon conversion the Company will pay cash as a true-up which is determined by the product of (i) the difference between (y) the Floor Price less (z) the Conversion Price then in effect, multiplied by (ii) the conversion amount that is being paid in Common Stock.

The terms of the First Tranche Notes do not allow any conversion of the First Tranche Notes if it results in Anson owning more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation").

This limitation can be adjusted up to 9.99% with prior notice, effective 61 days after such notice.

Anson must ensure compliance with this limitation when submitting a notice of conversion, and the Company will rely on Anson's representation of compliance.

If the Company issues or grants options for Common Stock at a price lower than the current Conversion Price, the Conversion Price will be adjusted to match this lower price, (the “Base Conversion Price”).

The Company must notify Anson of any such issuance, and Anson is entitled to convert shares based on the new Base Conversion Price.

If the Company offers purchase rights to holders of Common Stock, Anson will be entitled to acquire those rights as if they had fully converted the Note, subject to the Beneficial Ownership Limitation.

If exercising these rights would exceed the Beneficial Ownership Limitation, the rights will be held in abeyance until they can be exercised without exceeding the limit.

The First Tranche Notes contain mandatory redemption features, whereby if at any time the First Tranche Notes are outstanding, the Company will be required to:

(A) use up to 30% of the gross proceeds from any Subsequent Financings (as defined in the Purchase Agreement) in cash, to redeem all or a portion of the Note for an amount equal to the outstanding principal, plus all accrued but unpaid interest, plus all liquidated damages (the “Redemption Obligations”), multiplied by 1.05 (the “Mandatory Redemption Amount”); (B) redeem all of the Redemption Obligations at the Mandatory Redemption Amount in the event of a Change of Control Transaction (as defined in the First Tranche Notes); (C) redeem the Redemption Obligations for the Mandatory Redemption Amount in the event a registration statement is not available for each of the offer and resale of the shares issuable upon conversion of the First Tranche Notes (the “Conversion Shares”); and (D) redeem the Redemption Obligations for the Mandatory Redemption Amount if the Shareholder Approval is not obtained within 180 days following the date of issuance of the First Tranche Notes.

The First Tranche Notes contain certain covenants, and events of default and triggering events, respectively, which would require repayment of the obligations outstanding pursuant to such instruments.

The obligations of the Company pursuant to the First Tranche Notes are (i) secured by all assets of the Company and all subsidiaries of the Company pursuant to the Security Agreement and Patent Security Agreement, dated August 14, 2024, by and among the Company, the subsidiaries of the Company, and the Investors, and (ii) guaranteed jointly and severally by the subsidiaries of the Company pursuant to the Subsidiary Guarantee, dated August 14, 2024, by and among the Company, the subsidiaries of the Company, and the Investors.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Pursuant to the Purchase Agreement, on October 10, 2024 ( the “Second Closing Date”), the Company sold a total of $ 5.435 million in Notes (the “Second Tranche Notes”, and collectively with the First Tranche Notes, the ("Anson Notes")) subject to an original issue discount of 8 % or $ 435,000 less other cash issuance cost of $ 375,000 , with an aggregate purchase price of approximately $ 5.0 million, and Warrants to purchase up to 1,846,128 shares of Common Stock.

The Second Tranche Notes are convertible into Common Stock, at a per share conversion price equal to by the lower of (a) $ 1.7664 or (b) a price equal to 92 % of the lowest VWAP during the seven trading day period immediately preceding the effective date set forth in a Notice of Conversion delivered by an Investor to the Company.

Anson Convertible Promissory Notes (the “ Anson Notes ” )

On August 12, 2024, the Company entered into the Anson Purchase Agreement with the Anson Investment Master Fund LP and Anson East Master Fund LP (collectively “Anson”).

The Company agreed to sell, in three equal tranches, original issue discount Anson Notes in the aggregate principal amount of up to approximately $ 16.3 million for an aggregate purchase price of up to approximately $ 15.0 million and warrants to purchase that amount of shares equal to 50 % of the principal amount of the Anson Notes divided by the VWAP of the Common Stock, as listed on the Nasdaq Capital Market, on the day prior to the closing of each respective tranche under the Anson Warrants (as defined below), with a 7 % cash fee paid to the placement agent.

On August 14, 2024, the Company entered into the first tranche Senior Secured Convertible Note Agreements (the “First Tranche Notes”) with Anson at various amounts for an aggregate of $ 5.435 million subject to an original issuance discount of 8 % or $ 435,000 , less other cash issuance costs of $ 521,000 , resulting in net cash proceeds of $ 4.5 million, prior to any allocation to the Anson Warrants.

The First Tranche Notes bore interest at a rate of 6 % per annum, maturing on November 14, 2025, and were convertible at the option of the holder at any time after issuance into Common Stock, at a per share conversion price equal to the lower of (a) $ 2.4168 or (b) a price equal to 92 % of the lowest VWAP during the seven trading day period immediately preceding the effective conversion date.

Certain additional pricing and purchase protections and covenants triggering repayment were also afforded to the holders, and the First Tranche Notes carried certain mandatory redemption features.

In conjunction with the issuance of the First Tranche Notes, the Company also issued warrants to purchase up to 1,349,305 shares of Common Stock.

Pursuant to the Anson Purchase Agreement, on October 10, 2024 ( the “Second Closing Date”), the Company sold a total of $ 5.4 million in Notes (the “Second Tranche Notes”), subject to an original issue discount of 8 % or $ 435,000 less other cash issuance cost of $ 375,000 , with an aggregate purchase price of approximately $ 5.0 million, and warrants to purchase up to 1,846,128 shares of Common Stock.

The Second Tranche Notes were convertible into Common Stock, at a per share conversion price equal to by the lower of (a) $ 1.7664 or (b) a price equal to 92 % of the lowest VWAP during the seven -trading day period immediately preceding the effective date set forth in a Notice of Conversion delivered by an Investor to the Company.

The Conversion Price was subject to, among other customary provisions, downward adjustment in the event of any future issuance by the Company of Common Stock below the then effective Conversion Price.

In connection with the Second Tranche Notes, the Company paid a cash fee of 7 % of the gross proceeds the Company received in the Second Closing to a placement agent and incurred certain additional other issuance costs and reimbursement for legal counsel disbursements and placement agent, for aggregate issuance costs of approximately $ 0.4 million.

Pursuant to the Anson Purchase Agreement, on January 28, 2025 ( the “Third Closing Date”), the Company sold a total of $ 5.435 million in Notes subject to an original issue discount of 8 % or $ 0.435 million less other issuance costs of $ 0.4 million noted below (the “Third Tranche Notes” and collectively with the First Tranche Notes and Second Tranche Notes, the (“Anson Notes”)), with an aggregate purchase price of approximately $ 5.0 million, and Warrants to purchase up to 862,699 shares of Common Stock.

The Third Tranche Notes were convertible into Common Stock, at a per share conversion price equal to by the lower of (a) $ 3.78 or (b) a price equal to 92 % of the lowest VWAP during the seven -trading day period immediately preceding the effective date set forth in a Notice of Conversion delivered by an Investor to the Company.

The Conversion Price is subject to, among other customary provisions, downward adjustment in the event of any future issuance by the Company of Common Stock below the then effective Conversion Price.

$ 3.05 million of the note proceeds were used to repay the Streeterville note.

In connection with the above Second Tranche Notes”, the Company engaged Placement Agent.

Pursuant to the terms of the engagement with the Placement Agent, the Company paid a cash fee of 7 % of the gross proceeds the Company received in the Second Closing and incurred certain additional other issuance costs and reimbursement for legal counsel disbursements and placement agent, for aggregate issuance costs of approximately $ 0.4 million.

Due to these embedded features within the Anson Notes, the Company elected to account for the First and Second Tranche Notes at fair value at inception.

Subsequent changes in fair value are recorded as a component of other income (loss) in the consolidated statements of operations.

Additionally the portion of changes in the fair value related to changes in credit risk are recorded to other comprehensive income in the consolidated statements of operations.

To determine the initial carrying value of the Notes and the warrants issued to Anson under the First and Second Tranche Notes (see Note 9 ), the Company allocated the proceeds using the fair value method.

After allocation, the initial carrying value of the First Tranche Notes and the warrants issued to Anson were $ 2.9 million and $ 2.1 million, respectively, and the initial carrying value of the Second Tranche Notes and the warrants issued to Anson were $ 3.1 million and $ 1.9 million, respectively Refer to Note 11 for the reconciliation of the fair values for the periods presented.

As of December 31, 2024, the principal and accrued interest balance of the Anson Notes was $ 6.75 million and $ 0.1 million, respectively.

In connection with the Third Tranche Notes, the Company paid a cash tail fee to the Placement Agent equal to 7 % of the gross proceeds the Company received in the Third Closing and incurred certain additional other issuance costs and reimbursement for legal counsel disbursements, for aggregate issuance costs of approximately $ 0.4 million.

During the year ended December 31, 2024, the Company recorded a loss from the change in fair value of the First Tranche Notes of $ 4.4 million, which was recognized in other (income) expense on the consolidated statements of operations as a result of the Company’s election of the fair value option.

At December 31, 2024 the effective interest rate of the First and the Second Tranche Note was 82 % and 53 %, respectively.

From January 2, 2025 to January 3, 2025, the Company received conversion notices from Anson resulting in the conversion of the remaining principal of the First Tranche Note of $ 1.3 million of principal and interest in full from the First Tranche Note into 1,004,055 shares of Common Stock (see Note 15 ).

The following table presents the Anson Notes as of December 31, 2024 ( in thousands):

During the year ended December 31, 2025, Anson converted the remaining $ 1.3 million of principal and interest of the First Tranche Notes, and all of the principal and interest on the Second and Third Tranche Notes ($ 5.8 million and $ 5.5 million, respectively) into Common Stock, resulting in the aggregate issuances of 7.3 million shares of Common Stock valued at $ 18.9 million and loss on conversion of $ 6.2 million.

No Anson Notes remained outstanding as of December 31, 2025.

Due to the embedded features within the Anson Notes, the Company elected to account for the First, Second, and Third Tranche Notes at fair value at inception.

Subsequent changes in fair value were recorded as a component of other income (loss) in the consolidated statements of operations.

During the years ended December 31, 2025 and 2024, the Company recorded a loss and (gain) from the change in fair value of Anson Notes of $ 3.9 million and $ 2.7 million, respectively, which was recognized in other expense (income) on the consolidated statements of operations as a result of the Company’s election of the fair value option.

On or about January 27, 2025, the Company and Anson entered into a Consent and Waiver Agreement (the “CWA”), relating to certain rights and prohibitions arising under the Anson Purchase Agreement and the Notes.

In the CWA, Anson provided its consent under certain restrictive provisions, and waived certain rights, including, among other things, a right to participate in certain Qualified Financings (as defined in the CWA) made by us under the Anson Purchase Agreement and the Notes, the prohibition on issuance of certain equity securities, and waiver of any potential liquidated damages arising under that certain Registration Rights Agreement by and between the Company and Anson dated August 14, 2024, until March 31, 2025.

On March 20, 2025, following the conversion of less than $ 0.1 million of the Third Tranche Note into 5,463 shares of Common Stock, the Company issued 303,819 shares of Common Stock as Consideration Shares with a fair value of $ 0.6 million and 303,819 of Consideration Warrants with a fair value of $ 0.6 million to Anson in accordance with the terms of the CWA (see Note 11 ).

In connection with the Second RD Purchase Agreement (see Note 11 ), and pursuant to the full ratchet anti-dilution provisions contained in the Anson financing agreements, the exercise price of all outstanding Common Stock purchase warrants issued on August 14, 2024, October 10, 2024, January 28, 2025, and January 29, 2025 ( collectively, the “Anson Warrants”) were each adjusted to $ 1.65 per share, which was reflected in the change in fair value of convertible notes payable recorded in the consolidated statement of operations.

In addition, the number of shares underlying the Anson Warrants was increased by an aggregate of 1,870,960 shares of Company’s Common Stock (see below under “Warrants”).

The holders of Anson Notes and Anson Warrants, in accordance with an agreement entered into with Anson on September 30, 2025, agreed to, among other things, i) certain trading volume limitations, and ii) a partial exercise on previously issued Anson Warrants for cash.

Specifically, if the closing stock price of the Company’s common stock as reported on the Principal Market (as defined in the August 2024 Purchase Agreement) is below $ 3.25 on any trading day, Anson may not sell, dispose of, or otherwise transfer, in the aggregate, more than 12.5 % of the composite daily trading volume of the Company’s common stock on that trading day.

In accordance with the agreement, the holders exercised their Anson Warrants for cash, generating net proceeds of $ 3.09 million and resulting in the issuance of 1,870,960 shares of Company’s Common Stock on September 30, 2025 ( see “Warrants” below).

The following table presents the Anson Notes as of December 31, 2025 and 2024 (in thousands):

Par value of the Anson Notes

$ 16,305 $ 10,870

Initial original issue discount

( 1,305 ) ( 870 )

Conversions and repayments of principal and interest (shares)

( 16,909 ) ( 4,190 )

Carrying value of the Anson Notes before current period change in fair value

( 1,909 ) 5,810

Fair value allocated to Common Stock liability classified warrants

( 6,442 ) ( 3,966 )

Fair value adjustment through earnings

2 unchanged sentences

Convertible note payable, net of current portion

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Commitments and Contingencies

Sarah Herzog Memorial Hospital License Agreement

The Company is required to make certain payments related to the development of NRX- 101 (the " Licensed Product ") in order to maintain the license agreement with the Sarah Herzog Memorial Hospital Ezrat Nashim (“ SHMH ”) (the " SHMH License Agreement "), including:

The Company is required to make certain payments related to the development of NRX- 101 (the “ Licensed Product ”) in order to maintain the license agreement with the Sarah Herzog Memorial Hospital Ezrat Nashim (SHMH) (the “SHMH License Agreement”).

In April 2025, the Company and the Licensor entered into an Amendment to the Exclusive License Agreement (the “Amendment”), which resolved a dispute between the parties and modified certain payment and reporting terms of the License Agreement.

The Amendment also modified certain milestone obligations related to NRX‑101.

In full satisfaction of the milestone payments associated with the completion of Phase II and Phase III clinical trials for NRX‑101, the Company is required to pay the Licensor a single milestone payment of $ 187,500 upon the first approval of NRX‑101 by the U.S.

Food and Drug Administration, including accelerated approval.

All remaining milestone provisions under the License Agreement remain unchanged

Milestone Payments

6 unchanged sentences

The milestone payments due above may be reduced by 25 % in certain circumstances, and by the application of certain sub-license fees.

As of the years ended December 31, 2024 and 2023, the total cumulative payments made under the SHMH License Agreement were $ 0.4 million, with no payments made during the year ended December 31, 2024, and $ 0.2 million and $ 0.2 million payments made during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2025, the total cumulative payments made under the SHMH License Agreement were $ 0.3 million, with no payments made during the years ended December 31, 2025 and 2024.

A royalty in an amount equal to:

3 unchanged sentences

Royalties shall also apply to any revenues generated by sub-licensees from sale of Licensed Products subject to a cap of 8.5 % of the payments received by us from sub-licensees in connection with such sales.

During the years ended December 31, 2024 and 2023, no royalty payments were made.

During the years ended December 31, 2025 and 2024, no royalty payments were due.

Annual Maintenance Fee

A fixed amount of $ 100,000 was paid on April 16, 2021 and, thereafter, a fixed amount of $ 150,000 is due on the anniversary of such date during the term of the SHMH License Agreement.

The Company paid $ 150,000 in annual maintenance fees in each of the years ended December 31, 2024 and 2023, expensed through Research and Development expenses in the accompanying Consolidated Statement of Operations.

A fixed amount of $ 100,000 was paid on April 16, 2021 and, thereafter, a fixed amount of $ 150,000 was due on the anniversary of such date during the term of the SHMH License Agreement.

The Company paid $ 150,000 in annual maintenance fees in the year ended December 31, 2024 expensed through Research and Development expenses in the accompanying Consolidated Statement of Operations.

Under the Amendment, during the year ended December 31, 2025, the Company made a payment to the Licensor $ 150,000 in cash in full satisfaction of the annual license maintenance fee that became due on April 16, 2024.

Beginning with the sixth anniversary of the effective date of the License Agreement (or April 16, 2025), future annual license maintenance fees of $ 150,000 are payable in the form of the Company’s common stock rather than cash.

The number of shares to be issued each year is determined based on the volume‑weighted average closing price of the Company’s common stock for the 30 consecutive trading days immediately preceding April 16 of the applicable year, subject to adjustment for stock splits and similar events.

On May 15, 2025, the Company granted 75,000 shares of fully vested common stock to a Licensor in accordance with a Amendment.

The fair value of the shares granted was determined based on the quoted trading price of the Company’s common stock on the grant date of $ 2.08 per share, resulting in aggregate expense of approximately $ 0.2 million, which was recorded within the accompanying consolidated statement of operations for the year ended December 31, 2025.

During the years ended December 31, 2025 and 2024, the Company recorded $ 0.1 million and $ 0 in related annual maintenance fees, respectively.

Exclusive License Agreement

The Company has entered into a License Agreement with Apkarian Technologies to in-license US Patent 8,653,120 that claims the use of D-cycloserine for the treatment of chronic pain in exchange for a commitment to pay milestones and royalties as development milestones are reached in the field of chronic pain.

In 2023, the Company entered into a license agreement with Apkarian Technologies LLC to in-license US patent 8,653,120 that claims the use of DCS for the treatment of chronic pain in exchange for a commitment to pay milestones and royalties as development milestones are reached in the field of chronic pain.

The patent is supported by extensive nonclinical data and early clinical data that suggest the potential for NMDA antagonist drugs, such as NRX- 101 to decrease both chronic pain and neuropathic pain while potentially decreasing craving for opioids.

For the years ended December 31, 2025 and 2024, the Company has recorded no expenses relating to the licensure of the patent.

Kadima Purchase Agreement

On May 9, 2025, HOPE and its wholly-owned subsidiary, HTX, entered into an Asset Purchase and Contribution Agreement (the “Kadima Purchase Agreement”), with Kadima Medical, Kadima Holdings, Inc.

(“Kadima Holdings”), and David Feifel, M.D., PH.D (“Feifel”, and collectively with Kadima Medical and Kadima Holdings, “Kadima”), pursuant to which the Company agreed to purchase and Kadima agreed to sell, certain assets of Kadima, subject to the satisfaction of certain closing conditions (the “Acquisition”).

The Kadima Purchase Agreement contains representations, warranties and covenants of the Company and Kadima that are customary for a transaction of this nature, including among others, covenants by Kadima regarding the validity of certain material contracts entered into between Kadima and third -parties being assigned to the Subsidiaries, title to the assets being sold by Kadima, the condition and sufficiency of the assets being purchased, and Kadima’s rights to its intellectual property, tax liabilities, and the investment representations of Kadima.

The Kadima Purchase Agreement also contains customary indemnification provisions whereby Kadima will indemnify the Company for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of Kadima, pre-closing taxes of Kadima, and certain other matters, subject to certain caps and thresholds.

As of the date of this Report, the parties have not closed the Acquisition and the matter has entered arbitration.

At this stage of the arbitration, it is too early to determine if the matter would reasonably be expected to have a material adverse effect on our financial condition.

Operating Lease

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The rent expense for the years ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.1 million, respectively.

The Company also leases two healthcare clinical facilities and office space located in Naples, West Palm Beach and Fort Myers, Florida under non-cancelable operating lease agreements.

Details regarding lease terms, future minimum lease payments, and right-of-use assets and liabilities are disclosed in Note 6.

Legal Proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business.

Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.

The Company was a defendant in litigation filed by Streeterville in the Third Judicial District Court of Salt Lake County, Utah.

See Note 7, Debt, for additional information.

The Complaint sought, among other things:

and (ii) repayment of the Streeterville Note and other unspecified amounts of damages, costs and fees, but no less than $ 6,537,027 , or the amounts currently outstanding under the Streeterville Note.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

On July 29, 2024, in connection with the alleged Event of Default that Streeterville claimed occurred with respect to the Streeterville Note, the Company announced an order of the Utah arbitrator denying the petition of Streeterville to enjoin the planned Spin-Off of 49 % of shares in HOPE to current shareholders of the Company.

The arbitrator also denied Streeterville’s petition to enjoin the Company from selling additional shares of Common Stock to finance ongoing operations.

On August 12, 2024, the Company signed a settlement agreement with Streeterville to retire its remaining debt for a settlement amount of $ 5.6 million and to settle outstanding litigation.

This settlement amount was substantially less than the amounts claimed by Streeterville in its Compliant (see Note 7 ).

As of September 30, 2024, the fair value of the Streeterville Note was adjusted to the settlement amount which was repaid in October 2024.

Such adjustment is included within the change in fair value of convertible notes payable on the consolidated statement of operations, therefore no gain or loss on the settlement was recorded.

On July 17, 2023, NeuroRx and GEM entered into a settlement and release agreement (the “Settlement Agreement”) pursuant to which the parties agreed to dismiss the arbitration proceeding with prejudice.

Pursuant to the Settlement Agreement on August 31, 2023, the Company issued 67,568 shares of Common Stock, the fair value of which was approximately $ 0.3 million based on the quoted trading price on the grant date, to GEM in full satisfaction of the Settlement Agreement which was approximately $ 0.3 million and was expensed as “Settlement expense” in fiscal 2023.

The shares are registered under a prospectus supplement to the Company’s registration statement on Form S- 3 and are subject to a restriction that they cannot be sold or traded for a period of six months from the effective date of the Settlement Agreement.

The Company is currently involved in and may from time to time become involved in various legal actions incidental to our business.

As of the date of this report, the Company, other than as set forth above, is not involved in any legal proceedings that it believes could have a material adverse effect on its financial position or results of operations.

However, the outcome of any current or future legal proceeding is inherently difficult to predict and any dispute resolved unfavorably could have a material adverse effect on the Company’s business, financial position, and operating results.

The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business.

Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity.

There are no material pending or threatened legal proceedings at this time.

Common Stock Reverse Stock Split

8 unchanged sentences

Preferred Stock

Pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation, the Company has authorized 50,000,000 shares of preferred stock with a par value of $0.001.

Series A Convertible Preferred Stock

On August 30, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (“Series A Preferred Stock”) with the Delaware Secretary of State (the “Certificate of Designation”) authorizing up to 12,000,000 shares of Series A Preferred Stock.

In August 2023, the Company sold and issued 3,000,000 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock was sold with one warrant (a “Unit"), see investor warrant section below for terms, for an aggregate cash purchase price of $ 1.2 million or $ 0.40 per Unit.

In March 2024, holders of the Company’s Series A Preferred elected to convert 3,000,000 shares of Series A Preferred into 300,000 shares of Common Stock.

As of December 31, 2024, no shares of Series A Preferred remained issued or outstanding.

Dividend Rights

The holders of Series A Preferred Stock are not entitled to receive any dividends in respect to the Series A Preferred Stock.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Voting Rights

The holders of Series A Preferred Stock have no voting rights other than for an affirmative vote in order for the Company to (a) disproportionally alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that disproportionally adversely affects any rights of the Holders, (c) increase or decrease the number of authorized shares of Series A Preferred Stock or (d) enter into any agreement with respect to any of the foregoing.

Conversion Rights

Each share of Series A Preferred Stock shall be convertible into a number of shares of Common Stock equal to the number of shares of Series A Preferred Stock being converted.

Notwithstanding the foregoing, no share of Series A Preferred Stock shall be convertible during the six ( 6 ) month period following the issuance date;

provided, however, if the Common Stock trades at or above $ 1.20 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events), as reported on Bloomberg, L.P.

on any trading day, holder may convert the Series A Preferred Stock prior to the six ( 6 ) month anniversary of the issuance date.

No fractional shares will be issued upon conversion.

Conversion is subject to certain limitations, including the holder not owning more than 4.9 % of the outstanding shares of Common Stock.

Liquidation Rights

Upon any liquidation, dissolution or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, each holder of Series A Preferred Stock shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive if such shares had been converted to Common Stock immediately prior to such Liquidation, subject to certain rights and limitations.

Pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation, the Company has authorized 500,000,000 shares of common stock with a par value of $ 0.001 .

On March 8, 2023, NRx Pharmaceuticals entered into a securities purchase agreement with the March Investors, providing for the issuance and sale of 386,667 shares of Common Stock and the March Investor Warrants to purchase up to 386,667 shares of Common Stock in a registered direct offering priced at-the-market under Nasdaq rules for a purchase price of $ 7.50 per share.

The March Investor Warrants have an exercise price of $ 7.50 per share, are exercisable beginning on September 8, 2023 and will expire 5 years from the March Initial Exercise Date.

The March Investors agreed not to transfer the Common Stock for six months following the date of issuance.

The aggregate net cash proceeds to the Company from the March Offering were approximately $ 2.5 million net of offering costs of approximately $ 0.4 million.

The Company used the net proceeds from such offering for working capital and general corporate purposes.

The closing of the sale of these securities occurred on March 9, 2023.

The securities were issued pursuant to the Company’s registration statement on Form S- 3 filed with the SEC on June 9, 2022 ( File No.

333 - 265492 ) which became effective on June 21, 2022.

On February 8, 2023, the Company entered into a letter agreement with H.C.

Wainwright & Co., LLC.

Although they did not act as the placement agent with respect to the March 2023 Offering, H.C.

Wainwright & Co., LLC was paid a cash fee equal to 3.0 % of the amount raised, or approximately $ 0.1 million, pursuant to the letter agreement, which was charged against the proceeds in additional paid-in capital.

On June 6, 2023, the Company entered into a securities purchase agreement with the June Investors, providing for the issuance and sale of 967,000 shares of the Company’s Common Stock and the June Investor Warrants to purchase up to 967,000 shares of Common Stock.

The Common Stock was issued in a registered direct offering for a purchase price of $ 6.50 per share and the June Investor Warrants were offered pursuant to a private placement under Section 4 (a)( 2 ) of the Securities Act.

The aggregate net cash proceeds to the Company from the June Offering were approximately $ 5.6 million.

The Company used the net proceeds from the June Offering for working capital and general corporate purposes.

Wainwright & Co.

LLC acted as the exclusive placement agent (the “Placement Agent”) for the June 2023 Offering.

The Placement Agent was paid a cash fee equal to 6.5 % of the gross proceeds received by the Company from the sale of the securities at the closing of the June Offering or approximately $ 0.6 million which was charged against the proceeds in additional paid-in capital.

The Company used the net proceeds from such offering for working capital and general corporate purposes.

In connection with the Note issued to Streeterville, on May 15, 2023 the Company issued 40,868 Common Stock to Streeterville in repayment of interest on the Note.

Additionally on August 4, 2023 and August 30, 2023, the Company issued 131,266 and 154,289 respectively to Streeterville for repayment of principal and interest under the Note.

Refer to Note 7 for further details.

On July 17, 2023, the Company and GEM entered into a settlement agreement where the Company issued 67,568 shares of Common Stock to GEM in full satisfaction of its obligation.

Refer to Note 8 for further details.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation, the Company has 50,000,000 shares of preferred stock authorized with a par value of $ 0.001 , of which 12,000,000 were designated Series A Convertible Preferred Stock (“Series A Preferred Stock”).

In August 2023, the Company sold and issued 3.0 million shares of Series A Preferred Stock for an aggregate cash purchase price of $ 1.2 million.

During March 2024, holders of the Company’s Series A Preferred Stock elected to convert 3.0 million shares of Series A Preferred into 300,000 shares of Common Stock.

As of December 31, 2025 and 2024, no shares of Series A Preferred Stock remained issued or outstanding.

Pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation, the Company has authorized 500,000,000 shares of Common Stock.

On January 2, 2024, the Company issued 143,648 shares of Common Stock as payment for the $ 0.4 million minimum payment to Streeterville related to principal and interest payments on the Streeterville Note.

From February 20, 2024 to July 29, 2024, the Company announced that it entered into multiple purchase agreements (the “ ATM Purchase Agreements ”) subject to standard closing conditions where accredited investors purchased 385,515 shares of unregistered Common Stock at a range of $ 2.42 – $ 7.10 per share.

On April 15, 2024, the Company increased the maximum aggregate offering amount of the shares of Common Stock issuable under that certain At the Market Offering Agreement, dated August 14, 2023 ( the “ Offering Agreemen t”), with H.C.

Wainwright & Co., and filed a prospectus supplement (the “ Current Prospectus Supplement ”) under the Offering Agreement for an aggregate of $ 4.9 million.

Through December 31, 2024, the aggregate net cash proceeds to the Company from the ATM Purchases Agreements were approximately $ 1.6 million.

On February 27, 2024, the Company entered into an underwriting agreement (the “ February Underwriting Agreement ”) with EF Hutton LLC (the “ Representative ”), as the representative of the several underwriters named therein (the “ February Underwriters ”), relating to an underwritten public offering (the “ February 2024 Public Offering ”) of 500,000 shares (the “ February Shares ”) of the Company’s Common Stock.

The public offering price for each share of Common Stock was $ 3.00 and the February Underwriters purchased the shares of Common Stock pursuant to the February Underwriting Agreement at a price for each share of Common Stock of $ 2.76 .

Pursuant to the February Underwriting Agreement, the Company also granted the Representative a 45 -day option to purchase up to an additional 75,000 shares (the “ February Option Shares ”) of the Common Stock on the same terms as the February Shares sold in the February 2024 Public Offering (the “ February Over-Allotment Option ”).

On February 28, 2024, the February 2024 Public Offering closed (the “ February Closing Date ”).

The aggregate net cash proceeds to the Company from the February 2024 Offering proceeds were approximately $ 1.3 million after offering costs of approximately $ 0.4 million.

On March 5, 2024, the February Underwriters of the previously announced underwritten public offering of the Company exercised their option in accordance with the February Underwriting Agreement, dated February 27, 2024, by and between the Company and the Representative, as representative of the several underwriters named therein, to purchase up to an additional 75,000 shares of the Company’s Common Stock, at a public offering price of $ 3.00 per share (the “ February Overallotment Exercise ”).

The February Overallotment Exercise closed on March 6, 2024.

The aggregate net cash proceeds to the Company from the February Overallotment Exercise were approximately $ 0.2 million.

The Company accrued additional offering costs of approximately $ 0.2 million.

On February 29, 2024, the Company entered into a securities purchase agreement with an investor providing for the issuance and sale of 270,000 shares of Common Stock and warrants to purchase up to 270,000 shares of Common Stock (the “ February Warrants ”) at a price of $ 3.80 per share of Common Stock and accompanying warrant, which represents a 26.7 % premium to the offering price in February 2024 Public Offering.

The Common Stock and the February Warrants were offered pursuant to a private placement (the “ February 2024 Private Placement ”) under Section 4 (a)( 2 ) of the Securities Act of 1933, as amended (the “ Securities Act ”).

From February 20, 2024 to July 29, 2024, the Company announced that it entered into multiple at-the-market purchase agreements (the “ATM Purchase Agreements”) subject to standard closing conditions where accredited investors purchased 385,515 shares of unregistered Common Stock at a range of $ 2.42 – $ 7.10 per share.

On April 15, 2024, the Company increased the maximum aggregate offering amount of the shares of Common Stock issuable under that certain at-the-market offering agreement, dated August 14, 2023 ( the “Offering Agreement”), with H.C.

Wainwright & Co., and filed a prospectus supplement under the Offering Agreement for an aggregate of $ 4.9 million.

The Company suspended the at-the-market offering from August 14, 2024 through April 17, 2025.

On April 17, 2025, the Company reinstated the at-the-market offering and increased the maximum aggregate offering amount and filed a prospectus supplement under the Offering Agreement for an aggregate of $ 20,000,000 .

During the year ended December 31, 2024, the aggregate net cash proceeds to the Company from the ATM Purchases Agreements were approximately $ 1.6 million.

During the year ended December 31, 2025, the Company sold an aggregate of 2,276,874 shares of its Common Stock shares for approximately $ 6.4 million, net of $ 0.2 million in transaction costs.

On February 27, 2024, the Company entered into an underwriting agreement with EF Hutton LLC (the “Representative”), as the representative of the several underwriters named therein, relating to an underwritten public offering of 500,000 shares of the Company’s Common Stock (the “February Shares”).

The public offering price for each share of Common Stock was $ 3.00 , and the underwriters purchased the shares of Common Stock at a price for each share of Common Stock of $ 2.76 .

Pursuant to the associated underwriting agreement, the Company also granted the Representative the option to purchase up to an additional 75,000 shares at $ 3.00 per share, which was also exercised.

The aggregate net cash proceeds to the Company from the February 2024 offering were approximately $ 1.5 million after offering costs of approximately $ 0.6 million including the proceeds from exercise of representative options.

On February 29, 2024, the Company entered into a securities purchase agreement with an investor providing for the issuance and sale of 270,000 shares of Common Stock and warrants to purchase up to 270,000 shares of Common Stock (the “February Warrants”) at a price of $ 3.80 per share of Common Stock and accompanying warrant, which represented a 26.7 % premium to the offering price in February 2024 Public Offering.

The Common Stock and the February Warrants were offered pursuant to a private placement (the “February 2024 Private Placement”) under Section 4 (a)( 2 ) of the Securities Act of 1933, as amended.

The aggregate net cash proceeds to the Company from the February 2024 Private Placement were approximately $ 1.0 million.

On April 18, 2024, the Company entered into an underwriting agreement (the “ April Underwriting Agreement ”) with the Representative, as the representative of the several underwriters named therein (the “ April Underwriters ”), relating to an underwritten public offering (the “ April 2024 Public Offerin g”) of 607,000 shares (the “ April Shares ”) of Common Stock.

On April 18, 2024, the Company entered into an underwriting agreement (the “April Underwriting Agreement”) with the Representative, as the representative of the several underwriters named therein (the “April Underwriters”), relating to an underwritten public offering (the “April 2024 Public Offering”) of 607,000 shares (the “April Shares”) of Common Stock.

The public offering price for each share of Common Stock was $ 3.30 .

Pursuant to the April Underwriting Agreement, the Company also granted the Representative a 45 -day option to purchase up to an additional 91,050 shares (the “April Option Shares”) of the Common Stock on the same terms as the April Shares sold in the April 2024 Public Offering (the “April Over-Allotment Option”).

On April 19, 2024, the Offering closed (the “ April Closing Date ”).

On April 19, 2024, the Offering closed.

Net proceeds from the April 2024 Public Offering were approximately $ 1.6 million after offering costs of approximately $ 0.4 million.

2 unchanged sentences

The net cash proceeds to the Company from the April Overallotment Exercise were approximately $ 0.2 million which include offering costs of less than $ 0.1 million.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

On August 28, 2024, the Company issued 20,000 shares of Common Stock in relation to consulting services performed by a third party.

The fair value of the Common Stock on the date of issuance was less than $ 0.1 million.

During the year ended December 31, 2024, Anson converted $ 4.2 million of principal and interest of the First Tranche Note into common stock, resulting in the issuances of 3,676,796 shares of Common Stock valued at $ 5.5 million based on the market price of our common stock at the date of common stock issuance resulting in a loss on redemption of $ 1.3 million (see Note 7 ).

Common Stock Warrants

Substitute Warrants

During the year ended December 31, 2024, Anson converted $ 4.2 million of principal and interest of the First Tranche Note into Common Stock, resulting in the issuances of 3,676,796 shares of Common Stock valued at $ 5.5 million based on the market price of the Common Stock at the date of Common Stock issuance resulting in a loss on conversion of $ 1.3 million (see Note 9 ).

On January 27, 2025, the Company entered into a securities purchase agreement (the “First RD Purchase Agreement”) with Anson for the sale by the Company of 1,215,278 shares (the “First RD Shares”) of Common Stock, at a purchase price of $ 2.88 per share, in a registered direct offering (the “First Registered Direct Offering”).

Concurrently, the Company also sold unregistered Common Stock purchase warrants (the “First RD Warrants”) to Anson to purchase up to an aggregate of 1,215,278 shares of Common Stock, in a private placement.

Subject to certain beneficial ownership limitations, the First RD Warrants were immediately exercisable upon issuance at an exercise price equal to $ 2.88 per share of Common Stock, subject to adjustments as provided under the terms of the First RD Warrants.

The closing of the sales of these securities under the First RD Purchase Agreement occurred on or about January 29, 2025, resulting in net proceeds to the Company of approximately $ 3.3 million after transaction costs.

A grant date fair value of $ 4.0 million of the warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 2.07 , exercise price of $ 2.88 , term of five years, volatility of 115.8 %, and risk-free rate of 4.00 %).

As the fair value of the liabilities exceeded the net proceeds received of $ 3.3 million, the Company recognized the excess as a loss upon issuance of First RD Shares of $ 0.7 million which is included in other expense (income) in the consolidated statement of operations for the year ended December 31, 2025.

On August 18, 2025, the Company entered into a securities purchase agreement (the “Second RD Purchase Agreement”) with certain accredited investors for the sale of an aggregate of 3,959,999 shares of the Company’s Common Stock, at a purchase price of $ 1.65 per share (the “Second Registered Direct Offering”).

The Second Registered Direct Offering closed on August 18, 2025, and resulted in net proceeds of approximately $ 6.2 million, after deducting placement agent fees and other offering-related expenses of approximately $ 0.3 million.

Concurrently, the purchasers of the entered into Lock-Up Agreements with the Company, pursuant to which they agreed not to sell, transfer, or otherwise dispose of the shares of Common Stock, subject to certain exceptions, without the prior written consent of the Company until August 19, 2026.

On March 20, 2025, following the conversion of less than $ 0.1 million of the Third Tranche Note into 5,463 shares of Common Stock, the Company issued 303,819 shares of Common Stock Consideration Shares and 303,819 of warrants (“Consideration Warrants”) to Anson in accordance with the terms of the CWA.

As a result of this adjustment, the exercise price of the RD Warrants was updated to $ 2.30 as of March 20, 2025.

The Consideration Shares, being equity-classified, were recognized at fair value with credit to Common Stock and additional paid in capital.

The Consideration Warrants, liability-classified under ASC 815 - 40, were initially recognized at fair value, with changes in fair value subsequently recognized through earnings.

In accordance with the CWA, the Company recorded loss on issuance of the Consideration shares and the Consideration Warrants in total of $ 1.28 million recognized within other expense (income) during the year ended December 31, 2025, within accompanying consolidated statements of operations and comprehensive loss.

As previously mentioned, during the year ended December 31, 2025, Anson converted the remaining $ 1.3 million of principal and interest of the First Tranche Notes, and all of the principal and interest on the Second and Third Tranche Notes ($ 5.8 million and $ 5.5 million, respectively) into Common Stock, resulting in the aggregate issuances of 7.3 million shares of Common Stock valued at $ 18.9 million and loss on conversion of $ 6.2 million.

No Anson Notes remained outstanding as of December 31, 2025.

( See Note 9 ).

On May 15, 2025, the Company granted 75,000 shares of fully vested Common Stock to a Licensor in accordance with the Amendment to the Exclusive SHMH License Agreement (see Note 10 ).

The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $ 2.08 and an aggregate of approximately $ 0.2 million was recorded as expense within the accompanying consolidated statement of operations for the year ended December 31, 2025.

On July 17, 2025, the Company granted 150,000 shares of fully vested Common Stock to a vendor in accordance with the vendor agreement.

The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $ 3.00 and an aggregate of approximately $ 0.45 million was recorded as prepaid expense and amortized over the service period as expense within the accompanying consolidated statement of operations for the year ended December 31, 2025.

On September 30, 2025, the 1,870,960 shares underlying the Anson Warrants, that were issued with the original convertible notes, were exercised for cash proceeds of $ 3.09 million.

The fair value of the exercised warrants, which were initially recorded as warrant liability, was determined to be $ 5.37 million as of the exercise date, resulting in a gain of $ 5.37 million upon settlement of these warrant liabilities exercises, representing the difference between the fair value of the exercised Anson warrants and the cash proceeds received.

The gain on Anson warrants exercised was recognized within other expense (income) for the year ended December 31, 2025.

Substitute Warrants – Liability

On May 24, 2021, the Company completed the merger (“Merger”) under the Agreement and Plan of Merger dated December 13, 2020, as amended, among the Company (formerly Big Rock Partners Acquisition Corp.), NeuroRx, Inc., and Big Rock Merger Corp., a wholly owned subsidiary of our company.

In the transaction, Big Rock Merger Corp.

merged with and into NeuroRx, with NeuroRx continuing as the surviving entity.

In connection with the Merger in 2021, each warrant to purchase shares of Common Stock of NRx that was outstanding and unexercised immediately prior to the effective time (whether vested or unvested) was assumed by Big Rock Partners Acquisition Corp.

2 unchanged sentences

As these Substitute Warrants meet the definition of a derivative as contemplated in FASB ASC Topic 815, based on provisions in the warrant agreement related to the Earnout Shares Milestone and the Earnout Cash Milestone and the contingent right to receive additional shares for these provisions, the Substitute Warrants were recorded as derivative liabilities on the consolidated balance sheet and measured at fair value at inception (on the date of the Merger) and at each reporting date in accordance with FASB ASC Topic 820, with changes in fair value recognized in the statements of operations in the period of change.

The Company recognized a gain on the change in fair value of the Substitute Warrants for each of the years ended December 31, 2024 and 2023 of nil and less than $ 0.1 million, respectively.

Refer to Note 13 for further discussion of fair value measurement of the warrant liabilities.

Assumed Public Warrants

Assumed Public Warrants – Equity

Prior to the Merger, the Company had 3,450,000 warrants outstanding (the “Public Warrants”) to purchase up to 345,000 shares of Common Stock.

2 unchanged sentences

During the years ended December 31, 2025 and 2024 no Public Warrants were exercised.

The outstanding balance of these warrants remains in equity.

The outstanding balance of these public warrants remains in equity.

At December 31, 2025 and 2024, there were 3,448,856 Public Warrants outstanding to purchase up to 344,886 shares of Common Stock.

Assumed Private Placement Warrants

Assumed Private Placement Warrants – Liabilities

Prior to the Merger, the Company had outstanding 136,250 Private Placement Warrants (the “Private Placement Warrants”) to purchase up to 13,625 shares of Common Stock.

3 unchanged sentences

The Company recognized a gain on the change in fair value of the Private Placement Warrants for each of the years ended December 31, 2025 and 2024 of less than $ 0.1 million, respectively.

Refer to Note 11 for discussion of the fair value measurement of the Company’s warrant liabilities.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Investor Warrants

On March 8, 2023, in conjunction with the issuance and sale of 386,667 shares of the Company’s Common Stock, the Company issued 386,667 March Investor Warrants which were classified in stockholder’s equity.

The measurement of fair value of the March Investor Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 7.20 , exercise price of $ 7.50 , term of five and a half years, volatility of 123.6 %, risk-free rate of 4.34 %, and expected dividend rate of 0 %).

The March Investor Warrants had an original exercise price of $ 7.50 per share, are initially exercisable beginning six months following the March Initial Exercise Date and will expire five and a half years from the March Initial Exercise Date.

The grant date fair value of these March Investor Warrants was estimated to be $ 2.4 million on March 8, 2023 and is reflected within additional paid-in capital.

As discussed above, on June 6, 2023, in conjunction with the issuance and sale of 967,000 shares of the Company’s Common Stock, the Company issued 967,000 June Investor Warrants which were classified in stockholder’s equity.

The measurement of fair value of the June Investor Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 5.30 , exercise price of $ 6.53 , term of five and a half years, volatility of 175.1 %, risk-free rate of 3.85 %, and expected dividend rate of 0 %).

The grant date fair value of these June Investor Warrants was estimated to be $ 3.1 million on June 6, 2023, and is reflected within additional paid-in capital.

The Company issued 19,340 warrants to the Placement Agent with an exercise price of $ 8.13 (the “June Placement Agent Warrants”).

As these June Placement Agent Warrants were issued for services provided in facilitating the June Offering, the Company recorded the fair value of such June Placement Agent Warrants of approximately $ 0.1 million as a cost of capital on the issuance date.

The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 5.30 , exercise price of $ 8.13 , term of five and a half years, volatility of 175.1 %, risk-free rate of 3.85 %, and expected dividend rate of 0 %).

In connection with the June 2023 Offering, the Company also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with certain investors to amend certain existing warrants to purchase up to 962,278 shares of Common Stock that were previously issued in August 2021 and February 2022 to such investors, with an exercise price of $ 30.70 and $ 120.00 per share, respectively (the “Amended Warrants”) as follows:

(i) lower the exercise price of the Amended Warrants to $ 6.525 per share, and (ii) provide that the Amended Warrants, as amended, will not be exercisable until six months following the closing date of the June Offering, and (iii) extend the original expiration date of the Amended Warrants so that they will terminate five and one half years from the closing of the June Offering.

The Company recorded the incremental change in fair value of such Amended Warrants of $ 1.5 million as a cost of capital to issue the June Investor Warrants.

The measurement of fair value for the Amended Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 5.30 , exercise price of $ 6.525 , term of five and a half years, volatility of 175.1 %, risk-free rate of 3.85 %, and expected dividend rate of 0 %).

As discussed above, on August 28, 2023, in conjunction with the issuance and sale of 3,000,000 shares of the Company’s Series A Convertible Preferred Stock, the Company issued 300,000 August Investor Warrants which were classified in stockholder’s equity.

Each Investor Warrants had an exercise price of $ 4.00 and term of five years.

The measurement of fair value of the August Investor Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.00 , exercise price of $ 4.00 , term of five years, volatility of 175.1 %, risk-free rate of 4.38 %, and expected dividend rate of 0 %).

The grant date fair value of these August Investor Warrants was estimated to be $ 0.8 million on August 28, 2023 and is reflected within additional paid-in capital.

On October 24, 2023, in connection with the Securities Purchase Agreement dated March 8, 2023, the Company entered into a warrant amendment agreement (the “October Warrant Amendment Agreement”) with certain Investors to amend the existing Investor Warrants to purchase up to 386,667 shares of Common Stock that were previously issued in March 2023 adjusted from the original exercise price of $ 7.50 to $ 6.525 per share (the “October Amended Warrants”).

The Company recorded the incremental change in fair value of such October Amended Warrants of approximately $ 9.0 thousand as a deemed dividend and an adjustment to arrive at net income available to common stockholders on the statement of operations.

As the Company is in an accumulated deficit position, in the absence of retained earnings, the Company recorded the reduction to additional paid-in capital (i.e., a net zero impact to additional paid-in capital).

The measurement of fair value for the October Amended Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of amendment (i.e., share price of $ 2.80 , exercise price of $ 6.525 , term of five years, volatility of 159.4 %, risk-free rate of 4.85 %, and expected dividend rate of 0 %).

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

On February 28, 2024, in conjunction with the sale of 270,000 shares of the Company’s Common Stock, the Company issued February Warrants to purchase up to 270,000 shares of Common Stock which were classified in stockholder’s equity.

The February Warrants have an exercise price of $ 3.80 per share, are initially exercisable beginning six months following the date of issuance, and will expire five years from the date of issuance.

The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.59 , exercise price of $ 3.80 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.26 %, and expected dividend rate of 0 %).

The allocated fair value of the February Warrants on the grant date was $ 0.5 million and is recorded within additional paid-in capital.

On February 28, 2024, the Company issued to the Representative the Underwriter’s Warrant to purchase up to 25,000 shares of Common Stock (the “ February Underwriter Warrant Shares ”).

The Underwriter’s Warrant is exercisable six months following the date of the Underwriting Agreement and terminates on the five -year anniversary of the date of the Underwriting Agreement.

The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.05 , exercise price of $ 3.30 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.26 %, and expected dividend rate of 0 %).

The allocated fair value of the Underwriter's Warrants on the grant date was $ 0.1 million and is recorded as a charge to additional paid-in capital.

On March 5, 2024 the Company issued Underwriter’s Warrant to purchase up to 3,750 shares of Common Stock in relation to the exercise of the February Over-Allotment Option.

The allocated fair value of the Underwriter's Warrants on the grant date was less than $ 0.1 million and is recorded as a charge to additional paid-in capital.

On April 19, 2024, the Company issued to the Representative the April Underwriter’s Warrant to purchase up to 30,350 shares of Common Stock (the “ April Underwriter Warrant Shares ”).

The April Underwriter’s Warrant is exercisable six months following the date of the Underwriting Agreement and terminates on the five -year anniversary of the date of the Underwriting Agreement.

The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.04 , exercise price of $ 3.63 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.66 %, and expected dividend rate of 0 %).

The allocated fair value of the April Underwriter's Warrant on the grant date was less than $ 0.1 million and is recorded as a charge to additional paid-in capital.

On May 23, 2024 the Company issued Underwriter’s Warrant to purchase up to 4,553 shares of Common Stock in relation to the exercise of the April Over-Allotment Option.

The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.62 , exercise price of $ 3.63 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.52 %, and expected dividend rate of 0 %).

The allocated fair value of the Underwriter's Warrants on the grant date was less than $ 0.1 million and is recorded as a charge to additional paid-in capital.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Alvogen Warrants

In conjunction with the amended Alvogen licensing agreement discussed in Note 6, on February 7, 2024, the Company issued warrants to purchase up to 419,598 shares of Common Stock.

The warrants have an exercise price of $ 4.00 per share, are exercisable immediately following the date of issuance, will expire three years from the date of issuance, and may also be exercised on a cashless basis if there is no effective registration statement available for the resale of the shares of Common Stock underlying the warrants.

The warrants are subject to a beneficial ownership limitation of 4.99 % post-exercise, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99 % at the election of the holder, with not less than 61 days prior notice.

The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 4.10 , exercise price of $ 4.00 , term of 3 years, volatility of 138.0 %, risk-free rate of 4.2 %, and expected dividend rate of 0.0 %).

The fair value of the warrants on the grant date was $ 1.3 million and was recorded within additional paid-in capital as of March 31, 2024.

Upon termination of the Alvogen Agreement on June 21, 2024, the offsetting amount recorded within additional paid-in capital as an unfunded stock subscription receivable was expensed to research and development.

Anson Warrants

The Anson Warrants, originally issued in the Purchase Agreement, are recognized as derivative liabilities in accordance with ASC 815.

The Company concluded liability classification was appropriate as certain settlement features included in the Anson Warrants are not indexed to the Company's own stock, and therefore preclude equity classification.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The Anson Warrants were initially measured at fair value using a Black-Scholes model and have subsequently been measured based on the listed market price of such warrants.

Warrant liabilities are classified as current liabilities on the Company's consolidated balance sheets.

On August 14, 2024, in conjunction with the issuance of the First Tranche Notes, the Company issued warrants to purchase up to 1,349,305 shares of the Company’s Common Stock which were classified as a liability.

The warrants have an exercise price of $ 2.4168 per share, subject to adjustment or other settlement provisions, and have a contractual term of five years expiring on August 14, 2029.

The measurement of fair value of the Investor Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 1.86 , exercise price of $ 2.42 , term of five years, volatility of 122 %, and risk-free rate of 3.67 %, and expected dividend rate of 0 %).

The grant date fair value of these Investor Warrants was estimated to be $ 2.1 million on August 14, 2024.

On October 10, 2024, in conjunction with the issuance of the Second Tranche Notes, the Company issued warrants to purchase up to 1,846,128 shares of the Company’s Common Stock which were classified as a liability.

The warrants have an exercise price of $ 1.7664 per share, subject to adjustment or other settlement provisions, and have a contractual term of five years expiring on October 10, 2029.

The measurement of fair value of the Investor Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 1.38 , exercise price of $ 1.76 , term of five years, volatility of 105 %, and risk-free rate of 3.91 %, and expected dividend rate of 0 %).

The grant date fair value of these Second Trench Investor Warrants was estimated to be $ 1.9 million on October 10, 2024.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

As of December 31, 2024, the fair value of the Anson Warrants was $ 5.6 million.

The Company recognized a loss on the change in fair value of The Anson Warrant for the year ended December 31, 2024 of approximately $ 1.7 million.

See Note 13 for discussion of the fair value measurement of the Company’s warrant liabilities.

Warrants – Equity

As discussed above, on February 29, 2024, in conjunction with the sale of 270,000 shares of Common Stock, the Company issued warrants to purchase up to 270,000 shares of Common Stock.

The allocated fair value of $ 0.5 million was recorded within additional paid-in capital and was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.59 , exercise price of $ 3.80 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.26 %, and expected dividend rate of 0 %).

On February 28, 2024, the Company issued to the Representative 5 -year warrants to purchase up to 25,000 shares of Common Stock.

The allocated fair value of $ 0.1 million was recorded within additional paid-in capital and was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.05 , exercise price of $ 3.30 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.26 %, and expected dividend rate of 0 %).

On March 5, 2024, the Company issued Underwriter’s warrants to purchase up to 3,750 shares of Common Stock.

A fair value of less than $ 0.1 million was recorded within additional paid-in capital and was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.05 , exercise price of $ 3.30 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.12 %, and expected dividend rate of 0 %).

On April 19, 2024, the Company issued to Underwriter’s the Representative 5 -year warrants to purchase up to 30,350 shares of Common Stock.

A fair value of less than $ 0.1 million was recorded within additional paid-in capital and was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.04 , exercise price of $ 3.63 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.66 %, and expected dividend rate of 0 %).

On May 23, 2024, the Company issued Underwriter’s warrants to purchase up to 4,553 shares of Common Stock.

A fair value of less than $ 0.1 million was recorded within additional paid-in capital and was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.62 , exercise price of $ 3.63 , term of 5 years, volatility of 178.10 %, risk-free rate of 4.52 %, and expected dividend rate of 0 %).

Alvogen Warrants – Equity

In conjunction with the amended Licensing Agreement with Alvogen discussed in Note 8, on February 7, 2024 the Company issued warrants to purchase up to 419,598 shares of Common Stock.

A fair value of $ 1.3 million was recorded within additional paid-in capital and was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 4.10 , exercise price of $ 4.00 , term of 3 years, volatility of 138.0 %, risk-free rate of 4.2 %, and expected dividend rate of 0.0 %).

Upon termination of the License Agreement on June 21, 2024, the offsetting amount recorded within additional paid-in capital as an unfunded stock subscription receivable was expensed to research and development.

Anson Warrants – Liability

The Anson Warrants, originally issued in the Anson Purchase Agreement, are recognized as derivative liabilities in accordance with ASC 815, as certain settlement features included in the Anson Warrants are not indexed to the Company's own stock, and therefore preclude equity classification.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The Anson Warrants are measured at fair value using a Black-Scholes model, and all warrant liabilities are classified as current liabilities on the Company's consolidated balance sheets.

On August 14, 2024, in conjunction with the issuance of the First Tranche Notes, the Company issued 5 -year warrants to purchase up to 1,349,305 shares of the Common Stock with a grant date fair value of $ 2.1 million considering all relevant assumptions current at the date of issuance (i.e., share price of $ 1.86 , exercise price of $ 2.42 , term of five years, volatility of 122 %, and risk-free rate of 3.67 %, and expected dividend rate of 0 %).

On October 10, 2024, in conjunction with the issuance of the Second Tranche Notes, the Company issued 5 -year warrants to purchase up to 1,846,128 shares of Common Stock with a grant date fair value of $ 1.9 million considering all relevant assumptions current at the date of issuance (i.e., share price of $ 1.38 , exercise price of $ 1.76 , term of five years, volatility of 105 %, and risk-free rate of 3.91 %, and expected dividend rate of 0 %).

On January 28, 2025, in conjunction with the issuance of the Third Tranche Notes, the Company issued warrants to purchase up to 862,699 shares of Common Stock with a grant date fair value of $ 2.5 million considering all relevant assumptions current at the date of issuance (i.e., share price of $ 3.55 , exercise price of $ 3.78 , term of five years, volatility of 113 %, risk-free rate of 4.33 %, and expected dividend rate of 0 %).

In 2025, in connection with the Second RD Purchase Agreement, and pursuant to the full ratchet anti-dilution provisions contained in the Anson financing agreements, the exercise price of all Anson Warrants were each adjusted to $ 1.65 per share and the number of shares underlying the Anson Warrants was increased by an aggregate of 1,870,960 shares of common stock.

The effect of the full ratchet trigger was $5.7 million and was reflected as part of the change in fair value of warrant liabilities on the statement of operations.

Specifically, if the closing stock price of the Company’s common stock as reported on the Principal Market (as defined in the August 2024 Purchase Agreement) is below $3.25 on any trading day, Anson may not sell, dispose of, or otherwise transfer, in the aggregate, more than 12.5% of the composite daily trading volume of the Company’s common stock on that trading day.

In accordance with the agreement, 1,870,960 shares of underlying Anson Warrants, which were issued with the original convertible notes, were exercised on September 30, 2025, for cash proceeds of $ 3.1 million.

The fair value of the exercised Anson Warrants liabilities was determined to be $ 5.4 million as of the exercise date, resulting in a gain of $ 5.4 million recognized within other (income) expense, representing the difference between the fair value of the exercised Anson Warrants and the cash proceeds received.

RD Warrants – Liabilities

As discussed above, on January 29, 2025, in conjunction with the issuance of the First RD Shares, the Company issued the First RD Warrants to purchase up to 1,215,278 shares of Common Stock which were classified as a liability, with a grant date fair value of $ 4.0 million determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 2.07 , exercise price of $ 2.88 , term of five years, volatility of 115.8 %, and risk-free rate of 4.00 %).

As the fair value of the liabilities exceeded the net proceeds received of $ 3.3 million, the Company recognized the excess of the fair value over the net proceeds received as a loss upon issuance of $ 0.7 million which is included in other expense (income) in the consolidated statement of operations for the year ended December 31, 2025.

Consideration Warrants – Liability

As discussed above, on March 20, 2025, in conjunction with the issuance of the Consideration Shares, the Company issued Consideration Warrants to purchase up to 303,819 shares of Common Stock which were classified as a liability.

The grant date fair value was estimated to be $ 0.6 million utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 2.07 , exercise price of $ 2.88 , term of five years, volatility of 115.8 %, and risk-free rate of 4.00 %).

As of December 31, 2025, the aggregate fair value of all liability classified warrants, which include Substitute Warrants, Assumed Private Placement Warrants, Anson Warrants, First RD Warrants and Consideration Warrants, was $ 15.9 million.

The Company recognized a loss on the change in fair value of the liability classified warrants for the year ended December 31, 2025 of approximately $ 5.0 million.

In addition, the Company recognized a gain of $ 5.4 million upon the exercise of Anson Warrants, representing the difference between the fair value of the exercised warrant liabilities and the cash proceeds received.

Refer to Note 13 for discussion of the fair value measurement of the Company’s warrant liabilities.

Refer to Note 11 for further discussion of fair value measurement of the warrant liabilities.

The following table provides the activity for all warrants for the respective periods.

Total Remaining

Exercise Price

(in thousands)

Outstanding as of December 31, 2023

1 unchanged sentence

3,948,484 4.71 2.04 —

( 96,417 ) — — —

Outstanding as of December 31, 2024

2 unchanged sentences

( 1,870,962 ) 5.00 1.65 —

( 195,852 ) — — —

Outstanding as of December 31, 2025

2 unchanged sentences

2016 Omnibus Incentive Plan

Prior to the Merger, NRx maintained its 2016 Omnibus Incentive Plan (the “ 2016 Plan ”), under which NeuroRx granted incentive stock options, restricted stock awards, other stock-based awards, or other cash-based awards to employees, directors, and non-employee consultants.

Prior to the Merger, the Company maintained its 2016 Omnibus Incentive Plan (the “ 2016 Plan ”), under which NeuroRx granted incentive stock options, restricted stock awards, other stock-based awards, or other cash-based awards to employees, directors, and non-employee consultants.

The maximum aggregate shares of Common Stock that were subject to awards and issuable under the 2016 Plan was 347,200 .

In connection with the Merger, each option of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share, based on the Exchange Ratio (of 0.316:1 ).

Upon the closing of the Merger, the outstanding and unexercised NeuroRx stock options became options to purchase an aggregate 289,542 shares of the Company’s Common Stock at an average exercise price of $ 51.00 per share.

Upon the closing of the Merger, the outstanding and unexercised NeuroRx stock options became options to purchase an aggregate 289,542 shares of Common Stock at an average exercise price of $ 51.00 per share.

2021 Omnibus Incentive Plan

1 unchanged sentence

As of January 1, 2025, 95,528 shares were added to the 2021 Plan under an evergreen feature that automatically increases the reserve with additional shares of Common Stock for future issuance under the Incentive Plan each calendar year, beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 1 % of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) a smaller number of shares determined by the Board.

On December 28, 2023 the first amendment to the 2021 Omnibus Plan was executed which increased the maximum number of shares (i) available for issuance under the Plan, by an additional 200,000 shares, and (ii) that may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan to be equal to 100% of the Share Pool.

As of December 31, 2024, an aggregate 575,099 shares have been awarded net of forfeitures, and 380,182 shares remain available for issuance under the 2021 Plan.

On December 28, 2023, the first amendment to the 2021 Plan was executed which increased the maximum number of shares (i) available for issuance under the Plan by an additional 200,000 shares, and (ii) that may be delivered pursuant to the exercise of Incentive Stock Options granted under the 2021 Plan to be equal to 100% of the Share Pool.

As of December 31, 2025, an aggregate 1,005,644 shares of Common Stock have been awarded net of forfeitures, and no shares of Common Stock remain available for issuance under the 2021 Plan.

The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other stock-based awards or other cash-based awards to employees, directors, and non-employee consultants.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Option Awards

7 unchanged sentences

Additionally, certain options granted contain terms that require all unvested options to immediately vest a) upon the approval of an NDA by the FDA for NRX‑101, or b) immediately preceding a change in control of the Company, whichever occurs first.

The Company issued 0 and 90,000 stock options during the years ended December 31, 2024 and 2023, respectively.

The following assumptions were used for the year ended December 31, 2023:

Exercise price $ 3.00 - $ 11.80

Risk-free rate of interest

3.83 % - 4.79 %

Expected term (years)

Expected stock price volatility

Dividend yield

On February 7, 2025, the Company issued 50,000 stock options.

These shares have a vesting term of three years, an expiration date of ten years from the grant date and were valued at approximately $ 0.1 million as of the grant date.

On April 9, 2025, the Company issued 497,000 stock options.

These shares have a vesting term of three years, an expiration date of ten years from the grant date and were valued at approximately $ 0.6 million as of the grant date.

On July 25, 2025, the Company issued 44,865 stock options.

These shares have a vesting term of two years, an expiration date of ten years from the grant date and were valued at approximately $ 0.1 million as of the grant date.

The stock options granted during the year ended December 31, 2025 were valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 1.78 - 3.00 of stock price, 3.91 %- 4.31 % risk-free rate, 156.0 %- 126.76 % volatility, 0 % dividend rate, and the expected term of 3 - 6 years.

The following table summarizes the Company’s employee and non-employee stock option activity under the 2021 Plan for the following periods:

Number of shares

Weighted average

exercise price

Weighted average remaining contractual life (in years)

Aggregate intrinsic value (in thousands)

Outstanding as of December 31, 2023

1 unchanged sentence

Options granted

Forfeited/Expire

Forfeited/Expired

( 143,150 ) — — —

1 unchanged sentence

121,833 22.36 7.0 —

Options granted

591,865 1.93 10.0

Forfeited/Expired

( 126,343 ) — — —

Outstanding as of December 31, 2025

587,355 $ 6.10 8.6 $ 365

Options vested and exercisable as of December 31, 2025

147,953 $ 18.62 8.0 $ —

Stock-based compensation expense related to stock options was approximately $ 0.2 and $ 0.1 million during the years ended December 31, 2024 and 2023, respectively.

The weighted average grant date fair value per share for employee stock and non-employee option grants during the year ended December 31, 2023 was $ 3.50 , respectively.

There were no option grants during the year ended December 31, 2024.

At December 31, 2024, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was less than $ 0.1 million, which the Company expects to recognize over a weighted-average period of approximately 1.2 years.

Stock-based compensation expense related to stock options was $ 0.2 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively.

At December 31, 2025, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 0.5 million, which the Company expects to recognize over a weighted-average period of approximately 2.13 years.

Restricted Stock Awards

The following table presents the Company’s Restricted Stock Activity:

Weighted Average Grant Date Fair Value

Average Grant

Balance as of December 31, 2023 (unvested)

3 unchanged sentences

Balance as of December 31, 2024 (unvested)

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

On July 12, 2022, the Board granted an award of 100,000 restricted shares of the Company (“Restricted Stock”) as an inducement to the newly appointed CEO, pursuant to a separate Restricted Stock Award Agreement (the “RSA”).

The Restricted Stock will vest in approximately equal installments over three ( 3 ) years from the grant date, subject to continued service through the applicable vesting date.

32,895 $ 3.04

Balance as of December 31, 2025 (unvested)

32,895 $ 3.04

On October 22, 2025, the Company granted 32,895 restricted shares of Company’s common stock of to an employee in accordance with Medical Director Agreement.

The shares were valued at approximately $ 100 thousand based on the closing price of NRx Common Stock on October 16, 2025 of $ 3.04 per share.

The Restricted Stock vests in equal tranches over a three -year period, with each tranche vesting on the day prior to each anniversary of the effective date.

The related stock-based compensation expense is being recognized over the vesting period.

On July 12, 2022, the board of directors (the “Board”) granted an award of 100,000 restricted shares of the Company as an inducement to the then newly appointed (former) chief executive officer, which was being vested over a three -year period.

In October 2024, the (former) chief executive officer announced his resignation, and as a result, all unvested RSAs were forfeited.

On December 28, 2023, the Company granted 57,500 RSAs to a consultant for services provided.

The RSAs will vest after six months from the grant date.

The shares were valued on the grant date based on the quoted price of $ 4.60 or approximately $ 0.3 million which will be amortized over the vesting term.

Stock-based compensation expense related to RSAs was approximately $ 0.3 and $ 0.3 million during the years ended December 31, 2024 and 2023, respectively.

In October 2024, the Company's CEO announced his resignation and as a result, all unvested RSAs were forfeited.

Accordingly, the Company does not expect to recognize any further stock-based compensation expense for the balance of unvested RSAs as of December 31, 2024.

The RSAs vested after six months from the grant date.

The shares were valued on the grant date based on the quoted price of $ 4.60 or approximately $ 0.3 million, which was amortized over the vesting term.

Stock-based compensation expense related to RSAs was less than $ 0.1 million and less than $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands):

Years Ended December 31,

Stock-based compensation expense

2 unchanged sentences

Total stock-based compensation expense

Research and development related stock-based compensation expenses carried a negative balance for 2023 due to reversals of unvested stock options related to 2023 terminations in accordance with our policy.

Fair Value Measurements

1 unchanged sentence

The carrying amount of accounts payable approximated fair value as they are short term in nature.

The fair value of stock options and warrants issued for services, and warrants issued with the Convertible Notes are estimated based on the Black-Scholes model during the years ended December 31, 2024 and 2023.

The fair value of the Convertible Notes were estimated utilizing a Monte Carlo simulation during the years ended December 31, 2024 and 2023.

The fair value of stock options and warrants issued for services, and warrants issued with the Convertible Notes are estimated based on the Black-Scholes model.

The fair value of the convertible notes payable was estimated utilizing a Monte Carlo simulation.

Fair Value on a Recurring Basis

2 unchanged sentences

The estimated fair value of the warrant liabilities and convertible note payable represent Level 3 measurements.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at the years ended December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):

Money Market Account

2 unchanged sentences

3 $ 12,304 $ 5,639

Convertible notes payable (Note 7)

Convertible note payable and accrued interest, current (Note 9)

3 $ — $ 1,246

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

Convertible note payable and accrued interest, non-current (Note 9)

3 $ — $ 5,011

Convertible Note Payable - Streeterville

The significant inputs used in the Monte Carlo simulation to measure the Streeterville convertible note liability that was categorized within Level 3 of the fair value hierarchy are as follows:

Stock price on valuation date

Time to expiration

Note market interest rate

Equity volatility

Volume volatility

Risk-free rate

Probability of default

During the year ended December 31, 2024, the Streeterville Note was repaid in full and the outstanding balance was $ 0 as of December 31, 2024.

The following table sets forth a summary of the changes in the fair value of the Convertible Note categorized within Level 3 of the fair value hierarchy (in thousands):

2 unchanged sentences

Conversions and repayments of principal and interest (shares)

Fair value adjustment through earnings

Fair value of the Note as of December 31, 2024

Convertible note payable - current portion

Convertible note payable, net of current portion

Fair value of the Note as of December 31, 2022

Conversions and repayments of principal and interest (cash)

Conversions and repayments of principal and interest (shares)

Default penalty 850

Fair value adjustment through earnings

Fair value adjustment through accumulated other comprehensive loss

Fair value of the Note as of December 31, 2024

1 unchanged sentence

Convertible note payable, net of current portion

Convertible Notes Payable - Anson

During the year ended December 31, 2024, the Streeterville Note was repaid in full and the outstanding balance was $ 0 as of December 31, 2024.

Convertible Note Payable - Anson

The significant inputs used in the Monte Carlo simulation to measure the Anson Convertible Notes that are categorized within Level 3 of the fair value hierarchy are as follows:

1 unchanged sentence

Time to expiration

Notes market interest rate

Equity volatility

1 unchanged sentence

Risk-free rate

Probability of credit default prior to maturity

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The following table sets forth a summary of the changes in the fair value of the Anson Notes categorized within Level 3 of the fair value hierarchy (in thousands):

Fair value of the Notes at issuance

Probability of default

The following table sets forth a summary of the changes in the fair value of the Anson Note categorized within Level 3 of the fair value hierarchy (in thousands):

Fair value of Anson Notes as of December 31, 2024

Fair value of Anson III Note at issuance

Conversion and repayments of principal and interest (shares)

Fair value adjustment through earnings

Fair value of Anson Notes as of December 31, 2025

Convertible note payable as of December 31, 2025 - current portion

Convertible note payable as of December 31, 2025, net of current portion

Fair value of the Anson I and II Notes at issuance (during 2024)

Conversions and repayments of principal and interest (shares)

Fair value adjustment through earnings

Fair value of the Note as of December 31, 2024

Convertible note payable - current portion

Convertible note payable, net of current portion

Fair value of Anson Notes as of December 31, 2024

Convertible note payable as of December 31, 2024 - current portion

Convertible note payable as of December 31, 2024, net of current portion

Warrant Liabilities

The Company utilizes a Black-Scholes model approach to value the Private Placement Warrants and Substitute Warrants at each reporting period, with changes in fair value recognized in the statement of operations.

The Company utilizes a Black-Scholes model approach to value its liability-classified warrants at each reporting period, with changes in fair value recognized in the consolidated statements of operations.

The estimated fair value of the warrant liabilities is determined using Level 3 inputs.

1 unchanged sentence

Inherent in a Black Scholes options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock based on historical volatility.

For any lookback period which exceeded the trading history, the volatility was weighed between the actual and comparable public companies.

The Company estimates the volatility of its Common Stock based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

2 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The significant inputs used in the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows:

The weighted-average significant inputs used in the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows:

Stock price on valuation date $ 2.71 $ 2.20

$ 2.20 $ 4.60

Exercise price per share

2 unchanged sentences

0.39 – 3.62 4.69

80.52 – 118.80% 111 %

Risk-free rate

1 unchanged sentence

Dividend yield

0.00 % 0.00 %

Fair value of warrants

2 unchanged sentences

Balance as of December 31, 2023

Gain upon re-measurement

Initial recognition of issuance of warrants

Change in fair value of warrant liabilities

Balance as of December 31, 2024

Initial recognition of issuance of warrants

Loss upon re-measurement

Change in fair value of warrant liabilities

Fair Value of Anson warrants exercised

Balance as of December 31, 2025

Assets that are measured at fair value and classified as level 3 on a non-recurring basis are as follows (in thousands):

September 8, 2025

Customer relationships

All these assets were measured at the acquisition dates in conjunction with the Dura acquisition.

The significant unobservable inputs used in our level 3 fair value measurements during the year ended December 31, 2025 are as follows:

Valuation Techniques

Unobservable Inputs

(Weighted Average)

Relief-from-Royalty Method

Royality Rate

Revenue Growth Rate

10% average through FY2030, 8% thereafter

Discount rate

Income tax rate

Economic useful life (yrs)

Customer relationship

Multi-Period Excess Earnings Method (MPEEM)

Revenue Growth Rates

10% average through FY 2028

Expense Growth Rates

Contributory Assets’ Charges as % from revenue

Business development expense for new customers

Distributor EBITA margin for customer relationships

Discount rate

Income tax rate

Economic useful life (yrs)

Segment Reporting

The Company operates as a single operating and reportable segment, consistent with the manner in which the Chief Executive Officer, designated as the Chief Operating Decision Maker (CODM) of the Company, evaluates the Company’s performance and allocates resources.

The Company’s operations solely consist of the development of novel therapeutics for the treatment of central nervous system disorders including suicidal depression, chronic pain, and post-traumatic stress disorder (“PTSD”) and now schizophrenia.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The Company did not generate any revenue during the years ended December 31, 2024 and 2023.

On September 8, 2025, HOPE completed the previously announced acquisition of Dura, and a revenue-generating clinical organization.

Following the acquisition, the Company began generating patient service revenue through Dura’s operations.

As a result, the Company now operates in two reportable segments, consistent with the manner in which the Chief Executive Officer, who is designated as the Company’s CODM, evaluates the Company’s performance and allocates resources.

The Company’s operations consist of (i) the development of novel therapeutics for the treatment of central nervous system disorders, including suicidal depression, chronic pain, PTSD, and schizophrenia, and (ii) the operation of a clinical services business through Hope.

The Company generated $ 1,445 thousand in revenues during the year ended December 31, 2025.

The revenue for the year ended December 31, 2025 represents the revenue generated from Dura.

The CODM evaluates performance based on operating expenses and monitors key expense categories related to the Company’s research and development activities, as well as general and administrative functions.

As the Company is currently in the pre-revenue phase, the associated expenses above are drivers.

The CODM does not separately evaluate performance by geographic region or product line, as the Company has not yet commenced commercial operations and has limited operations due to the current liquidity and funding of the Company.

The Company’s operations are conducted solely within the United States of America.

While the Company has commenced revenue‑generating activities, operating expenses remain a primary focus of management given the Company’s ongoing investment in research and development and corporate infrastructure.

The CODM does not separately evaluate performance by geographic region or product line, as the Company has limited operations due to the current liquidity and funding of the Company.

The Company’s operations are conducted solely within the U.S.

Significant Segment Information

All of the Company’s assets relate to this single operating segment, see the accompanying balance sheets.

All of the Company’s operating expenses, which consists of research and development and general and administrative expenses, relate to this single operating segment, see the accompanying statements of operations.

The following table reconciles the loss from operations to total loss:

For the Years Ended

All of the Company’s assets relate to these two operating segments, see the accompanying balance sheets below.

All of the Company’s operating expenses, which consist of cost of patient services, research and development, general and administrative expenses, and depreciation and amortization expenses, relate to this single operating segment, see the accompanying statements of operations.

The following table reconciles the loss from operations to total loss for the years ended December 31, 2025 and 2024 (in thousands):

For the years

Expense Category

December 31, 2024

December 31, 2023

Loss from operations

1 unchanged sentence

Interest income

( 8 ) ( 4 ) ( 12 ) ( 44 )

Interest expense

671 — 671 230

Convertible note default penalty

Change in fair value of convertible notes payable

1 unchanged sentence

Change in fair value of warrant liabilities

Loss on convertible note redemptions

4,926 — 4,926 1,657

Long-lived assets consist of property, plant, and equipment, net which are included in other assets in the balance sheet as they are not material.

Long-lived assets by year are as follows:

Computers, cost

Loss on issuance of Registered Direct Offering

Loss on Consideration Shares and Warrants

1,277 — 1,277 —

Convertible note default penalty

Loss on convertible note conversions

6,201 — 6,201 1,278

Loss on equity method investments

Gain on exercise of warrants

( 5,369 ) — ( 5,369 ) —

$ ( 28,539 ) $ ( 83 ) $ ( 28,622 ) $ ( 25,126 )

Long-lived assets consist of furniture and equipment which are included in furniture and equipment, net in the balance sheet.

Long-lived assets by year are as follows (in thousands):

Medical equipment

$ — $ 57 $ 57 $ —

Computer equipment

Furniture and fixtures

$ 29 $ 64 $ 93 $ 29

Accumulated depreciation

( 23 ) ( 7 ) ( 30 ) ( 19 )

Total equipment

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The Company maintains a full valuation allowance on its net deferred tax asset due to the uncertainty of future taxable income.

The Company did not recognize an income tax benefit in the years ended December 31, 2024 and 2023 due to the uncertainty of future taxable income.

In the years ended December 31, 2024 and 2023, the difference between the statutory tax rate and the Company’s effective tax rate was due primarily to the valuation allowance recorded to offset any potential tax benefit.

A reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective tax rate consist of the following:

For the Years Ended December 31,

Federal statutory rate

$ 6 $ 57 $ 63 $ 10

Permanent items

The Company elected to prospectively adopt the guidance in ASU No.

2023 - 09, "Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures".

The following table reconciles the U.S.

federal statutory income tax rate of 21 % to the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 in accordance with the guidance in ASU No.

2023 - 09 (in thousands, except percentages):

Federal statutory tax rate

$ ( 6,010 ) 21 % $ ( 5,335 ) 21 %

Settlement warrants

State and local income taxes, net of federal income tax effect

Other state tax expense (benefits) 1

( 225 ) 0.79 % ( 43 ) 0.17 %

Stock compensation

State valuation allowance

225 ( 0.79 %) 43 ( 0.17 %)

Loss on Conversion of Note

Changes in valuation allowances

1,334 ( 4.66 %) 4,757 ( 18.73 %)

Increase in valuation allowance

Non-taxable or non-deductible items

Stock & warrant compensation

2,125 ( 7.17 %) ( 566 ) 2.23 %

Convertible Note

Change in fair value of convertible notes and warrants

827 ( 2.89 %) 905 ( 3.56 %)

Gain and loss on notes conversion

1,570 ( 5.74 %) 268 ( 1.06 %)

Effective tax rate

96 ( 0.34 %) ( 29 ) 0.12 %

The components of income tax provision (benefit) are as follows (in thousands):

Other adjustments

58 ( 0.20 %) — — %

$ — — % $ — — %

State taxes in Virginia comprise the majority (greater than 50% ) of the tax effect in this category.

The components of income tax provision (benefit) are as follows for years ended December 31, 2025 and 2024 (in thousands):

As of December 31,

1 unchanged sentence

State and Local

( 225 ) ( 43 )

Change in Valuation Allowance

There were no income taxes paid or refunds received during the years ended December 31, 2025 and 2024.

The Company maintains a full valuation allowance on its net deferred tax asset and did not recognize an income tax benefit in the years ended December 31, 2025 and 2024 due to the uncertainty of future taxable income.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.

The temporary differences that give rise to deferred tax assets and liabilities are as follows:

The temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):

As of December 31,

3 unchanged sentences

Common stock warrants

174 capitalization

Section 174 capitalization

Stock-based compensation

Bonus and severance accrual

Bonus accrual

Amortization of right-of-use assets

Lease liability

51,221 49,665

2 unchanged sentences

Deferred tax assets, net of allowance

As of December 31, 2024 and 2023, the Company had federal net operating losses of approximately $ 187.1 million and $ 168.5 million, respectively, and state net operating loss carryforwards of approximately $ 10.2 million and $ 10.4 million, respectively.

As of December 31, 2025 and 2024, the Company had federal net operating losses of approximately $ 207.5 million and $ 187.1 million and state net operating loss carryforwards of approximately $ 17.6 million and $ 10.2 million, respectively.

The federal and state net operating loss carryforwards generated in the tax years prior to 2018 will begin to expire, if not utilized, by 2035.

1 unchanged sentence

Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

6 unchanged sentences

The Company has no open tax audits with any taxing authority as of December 31, 2025.

Business Acquisitions

Dura Medical, LLC

Transaction Overview

On September 8, 2025, HOPE, a wholly owned subsidiary the Company, completed the acquisition of Dura, a Florida-based behavioral health and interventional psychiatry practice with locations in Naples and Fort Myers, Florida.

Dura was founded in 2018 and provides outpatient mental health treatment specializing in evidence-based therapies for treatment-resistant conditions, including depression, anxiety, PTSD, OCD, and chronic pain.

Services include ketamine infusion therapy, Spravato® administration, TMS, Stellate Ganglion Blocks, psychotherapy, and medication management.

The acquisition aligns with the Company’s strategy to expand its clinical care delivery platform through HOPE and establish a multi-site network offering advanced interventional psychiatry services.

Management expects the acquisition to accelerate revenue generation and provide a foundation for integrating proprietary therapeutics, including NRX- 100 and NRX- 101, upon FDA approval.

Consideration Transferred

The fair value of the consideration transferred was $ 3.52 million, consisting of cash consideration (subject to customary closing adjustments).

The preliminary estimated working capital and other customary closing adjustments resulted in a decrease of approximately $ 0.3 million to the purchase price, which is included in the total consideration transferred.

The following items were determined to represent post-employment compensation under ASC 805 and ASC 718 and are excluded from the purchase price consideration:

Issuance of 6,188 Class A units of HTX as rollover equity subject to conditional vesting;

Contingent consideration of up to $ 3.0 million payable over three years based on achievement of specified EBITDA performance targets.

These amounts will be accounted for as compensation expense in future periods as services are rendered.

In connection with the acquisition of Dura, the Company incurred total acquisition-related costs of approximately $ 0.1 million during the year ended December 31, 2025.

These costs primarily consist of legal, accounting, consulting fees and a finder fee directly attributable to the transaction.

These costs were expensed as incurred and are reflected in general and administrative expenses in the consolidated statements of operations.

Purchase Price Allocation

The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805” ) and recognized assets acquired, and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill.

As the Company finalizes the estimation of the fair value of the purchase price and the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date).

The Company recorded all tangible and identifiable intangible assets acquired and liabilities assumed at their preliminary estimated fair values as of the acquisition date.

The preliminary allocation is as follows:

Amount Recognized as of the Acquisition Date (In Thousands)

Assets assumed

Cash and cash equivalents

Accounts receivable

Other current and non-current assets

Customer relationship

Total assets acquired

liabilities assumed

Net assets acquired

Certain adjustments of approximately $ 0.1 million to the purchase price were recorded, decreasing the purchase price during the measurement period ended December 31, 2025.

Changes to the provisional amounts recognized at the acquisition date—if based on new information about facts and circumstances that existed as of the acquisition—must be accounted for retrospectively during the measurement period.

Intangible Assets

The Company identified the following finite-lived intangible assets, which will be amortized on a straight-line basis over their estimated useful lives once finalized:

Trade Name – includes the “Dura Medical” name and associated trademarks.

Customer relationship – representing the value of established patient relationships and referral sources.

The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands):

Trade name and trademarks

Customer relationships

Total intangible assets

Less accumulated amortization

Net carry value

The Company incurred amortization expense of $ 89 thousand during year ended December 31, 2025.

As of December 31, 2025, the maturities of the Company’s intangible assets were as follows (in thousands):

Goodwill of approximately $ 1.8 million represents the excess of the purchase consideration over the fair value of net assets acquired and was recognized in connection with the acquisition.

None of the goodwill is expected to be deductible for tax purposes.

The goodwill is assigned to the Dura subsidiary.

The goodwill primarily represents expected synergies, assembled workforce, and future growth potential.

No goodwill arose from step acquisitions or non-controlling interests.

Measurement Period

The Acquisition was recorded as a business combination on a preliminary valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs).

We expect to complete our purchase price allocation, as well as our fair value estimate of the purchase price consideration as soon as reasonably possible, not to exceed one year from the acquisition date.

Adjustments to the preliminary purchase price and allocation could be material.

Goodwill and intangible assets represent the excess of the purchase price consideration over the preliminary valuation of the other net assets acquired.

Pro-Forma Financial Information (Unaudited)

The following unaudited pro forma information presents the consolidated results of Dura included in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2025, as if the acquisition was made on January 1, 2025, and operations for the year ended December 31, 2024, as if the Acquisition had occurred on January 1, 2024.

The unaudited pro forma information is presented for illustrative purposes only.

It is not necessarily indicative of the results of operations of future periods, or the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results that the combined company will experience after the acquisition.

The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition.

The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur related to the acquisition as part of combining the operations of the companies.

The unaudited pro forma consolidated results of revenue and net loss, assuming the acquisitions had occurred on January 1, 2024, is as follows (in thousands):

ended December 31,

$ 4,097 $ 3,261

$ ( 28,136 ) $ ( 24,851 )

The unaudited pro forma results for the years ended December 31, 2025 and 2024, include material nonrecurring adjustments of $0.1 million and $ 0.2 million, respectively, related to the amortization of intangible assets acquired in connection with the Dura acquisition and approximately $ 0.1 million related to the finders’ fees incurred and earned upon closing of the transaction.

Net patient service revenue and net loss attributable to Dura for the year ended December 31, 2025, and included in the Company’s consolidated statement of operations, were $ 1.2 million and $ 0.1 million, respectively.

Related Party Transactions

1 unchanged sentence

The Company licenses patents that are owned by Glytech, LLC (Glytech), pursuant to a license agreement (the “ Glytech Agreement ”).

Glytech is owned by Daniel Javitt, a co-founder and former director of the Company.

Glytech is owned by Daniel Javitt, the co-founder and a former director of the Company.

The Glytech Agreement requires that the Company pay Glytech for ongoing scientific support and also reimburse Glytech for expenses of obtaining and maintaining patents that are licensed to the Company.

During both the three months ended September 30, 2024 and 2023, the Company paid Glytech zero and $ 0.1 million, respectively, for continuing technology support services and reimbursed expenses.

During the years ended December 31, 2024 and 2023, the Company paid Glytech $ 0.3 million and $ 0.3 million, respectively, for continuing technology support services and reimbursed expenses.

During the years ended December 31, 2025 and 2024, the Company paid Glytech $ 0 and $ 0.3 million, respectively, for continuing technology support services and reimbursed expenses.

These support services are ongoing.

The Fourth Amendment to the Glytech Agreement, effective as of December 31, 2020, includes an equity value-triggered transfer of Excluded Technology from Glytech to NRx Pharmaceuticals.

The Excluded Technology is defined in the Glytech Agreement as any technology, and any know-how related thereto, covered in the licensed patents that do not recite either D-cycloserine or lurasidone individually or jointly.

This definition would cover pharmaceutical formulations, including some that NRx Pharmaceuticals considers “pipeline” or “future product” opportunities, that contain a combination of pharmaceutical components different from those contained in NRX- 100 and NRX- 101.

On November 6, 2022 the Glytech Agreement was amended whereby Glytech agreed to transfer and assign the remainder of the Licensed Technology and the Excluded Technology to NRx Pharmaceuticals for no additional consideration at any time upon receipt of written notice from the Company if, on or prior to March 31, 2024, ( i) the value of the Glytech equity holdings in NRx Pharmaceuticals (the “Glytech Equity”) has an aggregate liquidity value of at least $ 50 million for twenty ( 20 ) consecutive trading days immediately preceding any given date and (ii) there are no legal or contractual restrictions on selling all of the securities represented by the Glytech Equity then applicable to Glytech (or reasonably foreseeable to be applicable to Glytech within the following twenty trading days).

The Fourth Amendment to the Glytech Agreement, effective as of December 31, 2020, includes an equity value-triggered transfer of Excluded Technology from Glytech to the Company.

The Excluded Technology is defined in the Glytech Agreement as any technology, and any know-how related thereto, covered in the licensed patents that do not recite either DCS or lurasidone individually or jointly.

This definition would cover pharmaceutical formulations, including some that the Company considers “pipeline” or “future product” opportunities, which contain a combination of pharmaceutical components different from those contained in NRX- 100 and NRX- 101.

On November 6, 2022 the Glytech Agreement was amended whereby Glytech agreed to transfer and assign the remainder of the Licensed Technology and the Excluded Technology to the Company for no additional consideration at any time upon receipt of written notice from the Company if, on or prior to June 30, 2024, ( i) the value of the Glytech equity holdings in the Company (the “Glytech Equity”) has an aggregate liquidity value of at least $ 50 million for twenty ( 20 ) consecutive trading days immediately preceding any given date and (ii) there are no legal or contractual restrictions on selling all of the securities represented by the Glytech Equity then applicable to Glytech (or reasonably foreseeable to be applicable to Glytech within the following twenty trading days).

Consulting Agreement with Dr.

1 unchanged sentence

The Chief Scientist of the Company, Dr.

Jonathan Javitt, is a major shareholder in the Company and a member of the Board of Directors.

Jonathan Javitt, is a major stockholder of the Company and a member of the Board.

Therefore, his services are deemed to be a related party transaction.

He served the Company on a full-time basis as CEO under an employment agreement with the Company until March 8, 2022 and currently serves under a Consulting Agreement with the Company as Chief Scientist thereafter and received compensation of $ 0.1 million and $ 0.9 million during the years ended December 31, 2024 and 2023, respectively.

He served the Company on a full-time basis as chief executive officer under an employment agreement with the Company until March 8, 2022 and currently serves under a consulting agreement with the Company as Chief Scientist thereafter and received compensation of $ 0.8 million and $ 0.1 million during the years ended December 31, 2025 and 2024, respectively.

On March 29, 2023, the consulting agreement dated March 8, 2022 ( the “Javitt Consulting Agreement”) between the Company and Dr.

Jonathan Javitt was amended to extend the term of the Agreement until March 8, 2024 with automatic annual renewals thereafter unless one party or the other provides notice of non-renewal.

Jonathan Javitt was amended to extend the term of the Javitt Consulting Agreement until March 8, 2024 with automatic annual renewals thereafter unless one party or the other provides notice of non-renewal.

The amendment also provided for payment at the rate of $ 0.6 million per year, payable monthly (i.e., less than $ 0.1 million per month), and a performance-based annual bonus with a minimum target of $ 0.3 million, at the discretion of the Board and upon satisfactory performance of the services.

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As of December 31, 2025 and 2024, the annual discretionary bonus of $ 0.2 million and $ 0.2 million is accrued and included within accrued and other current liabilities on the consolidated balance sheets, respectively.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

The Javitt Amendment also provides, subject to the approval of the Board of Directors, for a grant of 50,000 shares of restricted stock of the Company under the Company’s 2021 Omnibus Incentive Plan.

The restrictions are performance based, and half of the restricted shares ( 25,000 ) shall have the restrictions removed on the New Drug Application Date (as defined below) and the remaining half ( 25,000 ) will have the restrictions removed on the New Drug Approval Date (as defined below).

As of December 31, 2024, the Board of Directors has not approved the grant of restricted stock.

The term “New Drug Application Date” means the date upon which the FDA files the Company’s new drug application for the Antidepressant Drug Regimen (as defined below) for review.

The term “New Drug Approval Date” means date upon which the FDA has both approved the Company’s Antidepressant Drug Regimen and listed the Company’s Antidepressant Drug Regimen in the FDA’s “Orange Book”.

The term “Antidepressant Drug Regimen” means NRX- 101, a proprietary fixed-dose combination capsule of d-cycloserine and Lurasidone, administered for sequential weeks of daily oral treatment following patient stabilization using a single infusion of NRX- 100 (ketamine) or another standard of care therapy.

Consulting Agreement with Zachary Javitt

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Jonathan Javitt.

Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s CEO who is responsible for assuring that the services are provided on financial terms that are at market.

The Company paid this family member a total of $ 0.1 million during the years ended December 31, 2024 and 2023, respectively.

Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s chief executive officer who is responsible for assuring that the services are provided on financial terms that are at market.

The Company paid this family member a total of $ 0.2 million and $ 0.1 million during the years ended December 31, 2025 and 2024, respectively.

These services are ongoing.

Included in accounts payable were less than $ 0.1 million and less than $0.1 million due to the above related parties as of December 31, 2024 and 2023, respectively.

Included in accounts payable were $ 0.3 million and less than $ 0.1 million due to the above related parties as of December 31, 2025 and 2024, respectively.

Consulting Agreement with Michael Taylor

In June 2024, the Company entered into a consulting agreement with Michael Taylor (the “Taylor Consulting Agreement”), who was subsequently appointed to the Company’s Board of Directors in January 2025.

Pursuant to the Taylor Consulting Agreement, Michael Taylor provides capital formation and strategic advisory services in support of the Company’s development of HOPE Therapeutics, including advising on the Company’s initial funding efforts for HOPE Therapeutics, assisting with outreach to family offices and similar investors, and supporting the identification and retention of a brand ambassador.

During the years ended December 31, 2025 and 2024, the Company made cash payments to Michael Taylor totaling $ 120 thousand and $ 100 thousand, respectively, in connection with the Taylor Consulting Agreement.

Naples Lease Operating Agreement

The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by Dura’s former sole member.

Following the acquisition on September 8, 2025, the former sole member became a director and minority shareholder of the Company.

As a result, the related-party lease right-of-use (“ROU”) asset and operating lease liability were measured as of the acquisition date in accordance with FASB ASC 805, Business Combinations, as if the lease were a new lease as of that date.

Total payments made under the lease agreement during the year ended December 31, 2025, were approximately $ 29 thousand.

Investment in Cohen and Associates:

On October 17, 2025, the Company, through its subsidiary HOPE, completed the acquisition of a strategic, minority ownership interest in Cohen & Associates, LLC, a Florida limited liability company (Cohen & Associates), for cash consideration of $ 432 thousand.

The investment was acquired pursuant to a Membership Interest Purchase Agreement dated October 17, 2025, by and among HOPE, Cohen LLC, and Rebecca S.

Cohen, MD, which includes customary representations, warranties, indemnification provisions, and certain post‑closing adjustments.

The Company accounts for its investment in Cohen & Associates under the equity method of accounting, as the Company has the ability to exercise significant influence over Cohen & Associates but does not control the entity.

The investment is recorded at cost and subsequently adjusted for the Company’s proportionate share of Cohen & Associates’ net income or loss, which is included in equity method loss in the accompanying statements of operations for the year ended December 31, 2025 in the amount of $ 35 thousand.

As of December 31, 2025 the carrying value of the equity method investment was $ 397 thousand.

Subsequent Events

Terminated January 2025 Financing

The Company was a party to definitive stock purchase agreements with an Arizona-based investment firm, Smith and Sauer, through their affiliate, JGS Holdings, LLC (“JGS Holdings”) whereby JGS Holdings committed to invest $ 2.0 million in NRx’s common stock, with an additional commitment of $ 25.0 million to be invested directly in HOPE.

JGS Holdings defaulted under the terms of the agreements, despite several extensions of the closing date.

The Company formally terminated the stock purchase agreement on March 13, 2025.

Although no assurances can be given, management is currently negotiating with an alternative strategic investor to replace the investment contemplated with JGS Holdings, and, together with alternative sources of equity and debt capital, management believes it will able to fund its previously announced acquisitions on terms more favorable to our shareholders.

NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND

January Financings

Issuance of Senior Secured Promissory Notes and Common Stock Purchase Warrants

On or about January 28, 2025, the Company sold certain institutional investors (the “Investors”) a total of (a) $ 5.435 million in Notes (the “ Third Tranche Notes ”), with an aggregate purchase price of approximately $ 5.0 million, and (b) Warrants to purchase up to 862,699 shares of Common Stock (the “ Third Closing ”).

The Third Tranche Notes are convertible into Common Stock, at a per share conversion price equal to by the lower of (a) $ 3.78 (the “ Fixed Conversion Price ”) or (b) a price equal to 92 % of the lowest VWAP during the seven trading day period immediately preceding the effective date set forth in a Notice of Conversion (as defined in the Notes) (each, a “ Conversion Date ”) delivered by an Investor to the Company (the “ Alternate Conversion Price ”, and together with the Fixed Conversion Price, the “ Conversion Price ”).

The Conversion Price is subject to, among other customary provisions, downward adjustment in the event of any future issuance by the Company of Common Stock (or Common Stock Equivalents) below the then effective Conversion Price.

The Company plans to use a portion of the proceeds from the sale of the Third Tranche Notes for general working capital.

Entry into Securities Purchase Agreement for Registered Direct Offering

On January 27, 2025, the Company entered into a securities purchase agreement (the “ RD Purchase Agreement ”) with the Investors for the sale by the Company of 1,215,278 shares (the “ RD Shares ”) of Common Stock to the Investors, at a purchase price of $ 2.88 per share, in a registered direct offering (the “ Registered Direct Offering ”).

Concurrently with the sale of the RD Shares, pursuant to the RD Purchase Agreement the Company also sold to the investors unregistered Common Stock purchase warrants (the “ RD Warrants ”) to purchase up to an aggregate of 1,215,278 shares of Common Stock (the “ RD Warrant Shares ”), in a private placement.

Subject to certain beneficial ownership limitations, the RD Warrants are immediately exercisable upon issuance at an exercise price equal to $ 2.88 per share of Common Stock, subject to adjustments as provided under the terms of the RD Warrants.

The closing of the sales of these securities under the RD Purchase Agreement occurred on or about January 29, 2025 ( the “ RD Closing Date ”).

The RD Warrants are exercisable for five years from the RD Closing Date.

The gross proceeds to the Company from the offerings were approximately $ 3,500,000 , before deducting offering expenses, and excluding the proceeds, if any, from the exercise of the RD Warrants.

The Company intends to use the net proceeds from the transactions for general corporate purposes, including the funding of certain capital expenditures.

Entry into Waiver and Consent Agreement

On or about January 27, 2025, the Company and the Investors entered into a Consent and Waiver Agreement (the “CWA”), relating to certain rights and prohibitions arising under the Purchase Agreement and the Notes.

In the CWA, each of the Investors provided its consent under certain restrictive provisions, and waived certain rights, including, among other things, a right to participate in certain Qualified Financings (as defined in the CWA) made by us under the Purchase Agreement and the Notes, the prohibition on issuance of certain equity securities, and waiver of any potential liquidated damages arising under that certain Registration Rights Agreement by and between the Company and the Investors dated August 14, 2024, until March 31, 2025.

As consideration for entering into the CWA, in the event that the VWAP of the Common Stock is less than the per share purchase price of the Common Stock sold to the Investors in the Registered Direct Offering on the Trading Day (as defined in the RD Purchase Agreement) immediately prior to the date that the Investors submit their first conversion notice to convert any portion of the Notes issued or to be issued in the Second Closing (as defined in the Purchase Agreement) or the Third Closing (as defined in the Purchase Agreement), respectively, into shares of Common Stock, the Company agreed to issue to the Investors:

(i) that number of shares of Common Stock equal to (a) the quotient of (I) aggregate purchase price to be paid for all securities in the Registered Direct Offering, divided by (II) the price per share of Common Stock after giving effect to the VWAP-Based Adjustment (as defined below), minus (b) the number of shares of Common Stock issued, or to be issued, to the Investors at or upon the consummation of the Registered Direct Offering (the “Consideration Shares”), and (ii) Common Stock purchase warrants to purchase shares of Common Stock equal to 100 % of the aggregate number of Consideration Shares to be issued, with an exercise price equal to the dollar value of the VWAP-Based Adjustment (the “Consideration Warrants”).

For purposes of the CWA, the “VWAP Based-Adjustment” means that amount, in dollars, equal to the greater of either (a) the VWAP of the Common Stock on the Trading Day immediately prior to the date that the Investors submit their first conversion notice to convert any portion of the Notes issued and to be issued in the Second Closing or Third Closing into shares of the Company’s Common Stock, or (b) 80 % of the closing price of the Common Stock on the Trading Day immediately prior to the closing of the Registered Direct Offering.

Anson Conversion Notices

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

From February 18, 2026 through March 23, 2026, the Company sold an aggregate of 1,195,290 shares of its common stock shares in connection with the at-the-market offering for approximately $ 2.1 million, net of less than $ 0.05 million in offering costs.

On January 27, 2026, the Company issued 100,000 stock options.

These shares have a vesting term of three years, an expiration date of ten years from December 1, 2025.

Changes in and Disagreements with Accounting and Financial Disclosure

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What changed 10-K

Item 8. Financial Statements and Supplementary Data