NRX Pharmaceuticals, Inc. 10-K

Item 8. Financial Statements and Supplementary Data NRx Pharmaceuticals, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB firm ID. 572 ) F-1 Report of Independent Registered Public Accounting Firm (PCAOB firm ID. 106) (Salberg) F-3 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statement of Changes in Stockholders’ Deficit F-6 Consolidated Statement of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 68 Table of Contents 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. F-1 Table of Contents 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 F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of: NRX Pharmaceuticals, Inc.: 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, 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 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 no revenues, has suffered operating losses since inception and has a working capital deficit at December 31, 2024. 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 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 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 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 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 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 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. We have served as the Company’s auditor since 2023 . Boca Raton, Florida March 14, 2025 2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326 Phone: (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 F-3 Table of Contents NRX PHARMACEUTICALS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 7,797 $ 1,443 Accounts receivable, net 161 — Prepaid expense and other current assets 934 1,859 Total current assets 8,892 3,302 Investments 397 — Furniture and equipment, net 63 10 Right-of-use assets, net 414 — Right-of-use asset - related party, net 219 — Intangible assets, net (provisional) 925 — Goodwill (provisional) 1,793 — Other assets 253 339 Total assets $ 12,956 $ 3,651 LIABILITIES AND STOCKHOLDERS ’ DEFICIT Current liabilities: Accounts payable $ 4,270 $ 4,130 Accrued and other current liabilities 11,337 10,149 Accrued clinical site costs 351 379 Convertible note payable and accrued interest, current — 1,246 Insurance loan payable — 320 Warrant liabilities 12,304 5,639 Lease liability, short term 211 — Lease liability, short term - related party 105 — Total current liabilities 28,578 21,863 Convertible note payable and accrued interest, long term — 5,011 Lease liability, noncurrent 199 — Lease liability, noncurrent - related party 116 — Total liabilities 28,893 26,874 Commitments and Contingencies (Note 10) Stockholders’ deficit: Preferred stock, $ 0.001 par value, 50,000,000 shares authorized. $ — $ — Series A convertible preferred stock, $ 0.001 par value, 12,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 2024 — — Common Stock, $ 0.001 par value, 500,000,000 shares authorized; 31,734,333 and 14,591,505 shares issued and outstanding as of December 31, 2025 and 2024, respectively 32 15 Additional paid-in capital 290,926 255,035 Accumulated deficit ( 306,895 ) ( 278,273 ) Total stockholders’ deficit ( 15,937 ) ( 23,223 ) Total liabilities and stockholders' deficit $ 12,956 $ 3,651 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents NRX PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Years Ended December 31, 2025 2024 Net patient service revenue $ 1,225 $ — Operating expenses: — Cost of patient services 505 — Research and development 3,777 6,199 Selling, general and administrative 13,061 13,500 Depreciation and amortization 70 5 Settlement expense (income) 36 ( 1,202 ) Total operating expenses 17,449 18,502 Loss from operations ( 16,224 ) ( 18,502 ) Other expenses (income): Interest income ( 12 ) ( 44 ) Interest expense 671 230 Change in fair value of convertible notes payable 3,939 2,654 Change in fair value of warrant liabilities 4,926 1,657 Loss on issuance of Registered Direct Offering 730 — Loss on Consideration Shares and Warrants 1,277 — Convertible note default penalty — 849 Loss on convertible note conversions 6,201 1,278 Loss from equity method investments 35 — Gain on exercise of warrants ( 5,369 ) — Total other expense, net 12,398 6,624 Net loss $ ( 28,622 ) $ ( 25,126 ) Net loss per share: Basic and diluted $ ( 1.34 ) $ ( 2.36 ) Weighted average Common Stock outstanding: Basic and diluted 21,401,683 10,644,461 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents NRX PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT (in thousands, except share data) Series A Preferred Additional Accumulated Other Total Preferred Stock Stock Common Stock Paid-in- Accumulated Comprehensive Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Income (Loss) Deficit Balance December 31, 2023 — $ — 3,000,000 $ 3 8,391,956 $ 8 $ 241,406 $ ( 253,147 ) $ ( 3 ) $ ( 11,733 ) Conversion of Series A preferred stock into common stock — — ( 3,000,000 ) ( 3 ) 300,000 — 3 — — — At-the-market “ATM” offering, net of offering costs of $ 197 — — — — 385,515 1 1,626 — — 1,627 Common stock and warrants issued, net of issuance costs $ 975 — — — — 1,273,050 1 3,256 — — 3,257 Common stock and warrants issued in private placement — — — — 270,000 1 1,026 — — 1,027 Vesting of restricted stock awards — — — — 57,500 — — — — — Shares issued as repayment of principal and interest for convertible note — — — — 3,820,444 4 5,859 — — 5,863 Issuance of shares related to reverse stock split — — — — 73,040 — — — — — Contract cost related to Alvogen termination (see Note 8) — — — — — — 1,336 — — 1,336 Common stock issued in exchange for services — — — — 20,000 — 37 — — 37 Reclassification of AOCI upon settlement of Streeterville Note — — — — — — — — 3 3 Stock-based compensation — — — — — — 486 — — 486 Net loss — — — — — — — ( 25,126 ) — ( 25,126 ) Balance - December 31, 2024 — $ — — $ — 14,591,505 $ 15 $ 255,035 $ ( 278,273 ) $ — $ ( 23,223 ) 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 Net loss — — — — — — ( 28,622 ) ( 28,622 ) Balance - December 31, 2025 — $ — — $ — 31,734,333 $ 32 $ 290,926 $ ( 306,895 ) $ — $ ( 15,937 ) F-6 Table of Contents NRX PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 28,622 ) $ ( 25,126 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 70 5 Amortization of operating right of use assets 73 — Stock-based compensation 228 486 Provision for credit losses 40 — Common Stock issued in exchange for services 601 37 Change in fair value of warrant liabilities 4,926 1,657 Change in fair value of convertible promissory notes 3,939 2,654 Loss on convertible note conversions 6,201 1,278 Gain on exercise of warrant liabilities ( 5,369 ) — Loss on issuance of registered direct Common Stock 730 — Loss on debt settlement 1,277 — Loss on equity method investments 35 — Expense for debt issuance costs due to fair value election on Anson Notes 350 896 Warrant issuance costs related to Alvogen termination — 1,336 Convertible note default penalty — 849 Changes in operating assets and liabilities: Prepaid expense and other assets 865 503 Account receivable 48 — Accounts payable 113 ( 5,217 ) Operating lease liabilities ( 118 ) — Accrued expense and other liabilities 501 10,005 Net cash used in operating activities ( 14,112 ) ( 10,637 ) CASH FLOWS FROM INVESTING ACTIVITIES Business acquisition, net of cash acquired ( 2,378 ) — Cash used in investments ( 432 ) — Net cash used in investing activities ( 2,810 ) — CASH FLOWS FROM FINANCING ACTIVITIES Repayment of convertible note — ( 7,850 ) 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 227 1,045 Proceeds from Anson convertible note, net 5,000 6,034 Proceeds from liability classified warrants 3,087 3,966 ATM offering, net of offering costs 6,392 — Proceeds from issuance of Common Stock and warrants issued in registered direct offering, net of issuance costs 9,468 — Proceeds from issuance of Common Stock and warrants, net of issuance costs — 4,884 Proceeds from issuance of Common Stock and warrants issued in private placement, net of issuance costs — 1,027 Net cash provided by financing activities 23,276 7,485 Net increase (decrease) in cash and cash equivalents 6,354 ( 3,152 ) Cash and cash equivalents at beginning of year 1,443 4,595 Cash and cash equivalents at end of year $ 7,797 $ 1,443 Supplemental disclosure of cash flow information: Cash paid for interest $ — $ 374 Cash paid for taxes $ — — Non-cash investing and financing activities: Issuance of Common Stock as principal and interest repayment for convertible notes $ 12,788 $ 4,585 Issuance of Common Stock warrants as offering costs $ — $ 188 Recognition of assets acquired as part of business combination (non-cash) $ 1,241 — Recognition of liabilities assumed as part of business combination (non-cash) $ 1,104 — Right-of-use assets obtained in exchange for operating lease liability $ 339 $ — Stock issued due to VWAP adjustments $ 629 $ — Warrants issued due to VWAP adjustments $ 648 $ — Amortization of deferred offering costs to additional paid-in capital $ 161 $ — Conversion of Series A preferred stock into Common Stock $ — $ 3 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents NRX PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2025 AND 2024 Note 1. Business and Organization The Business NRx Pharmaceuticals, Inc. (Nasdaq: 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. F- 8 Table of Contents Note 2. 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 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. and its wholly owned subsidiaries. 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 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 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 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 The Company’s activities are subject to significant risks and uncertainties, including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements. F- 9 Table of Contents Fair Value of Financial Instruments 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. (Refer to Note 13 ) 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. Cash equivalents are occasionally invested in certificates of deposit. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Deposits in financial institutions may, from time to time, exceed federally insured limits. As of December 31, 2025, the Company’s cash and cash equivalents balance within money market accounts was in excess of the U.S. federally insured limits by $ 7.5 million. The Company has not experienced any losses on its deposits of cash. 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. F- 10 Table of Contents 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 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. F- 11 Table of Contents Revenue Recognition 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 Research and development expense consists primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are recorded as prepaid assets and expensed when the activity has been performed or when the goods have been received. Non-cancellable Contracts The Company may record certain obligations as liabilities related to non-cancellable contracts. If appropriate, the offsetting costs may be recorded as a deferred cost asset. Convertible Notes Payable and Fair Value Election 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 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. Therefore, the Company estimates its expected future equity volatility based on the historical volatility of its Common Stock price utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date, giving consideration to the redemption features embedded in the notes. The risk-free interest rate is determined based on the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. 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. Management believes those assumptions are reasonable but if these assumptions change, it could materially affect the fair value. F- 12 Table of Contents Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. 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 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. Warrants 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 ). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. 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. 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. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. 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 using a Black-Scholes valuation methodology. A change in any of the terms or conditions of warrants is accounted for as a modification. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognized as a deemed dividend. Preferred Stock In accordance with ASC 480, the Company’s Series A preferred stock was classified as permanent equity as it was not mandatorily redeemable upon an event that is considered outside of the Company’s control. Further, in accordance with ASC 815 - 40, Derivatives and Hedging – Contracts in an Entity ’ s Own Equity , the Series A preferred stock did not meet any of the criteria that would preclude equity classification. The Company concluded that the Series A preferred stock was more akin to an equity-type instrument than a debt-type instrument, therefore the conversion features associated with the convertible preferred stock were deemed to be clearly and closely related to the host instrument and were not bifurcated as a derivative under ASC 815. Segment Information The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer, who reviews financial information presented for purposes of making operating decisions, assessing financial performance, and allocating resources. 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 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 be recovered or settled. 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. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. F- 13 Table of Contents Loss Per Share The Company applies the two -class method when computing net income or loss per share attributable to Common Stockholders. In determining net income or loss attributable to Common Stockholders, the two -class method requires income or loss allocable to participating securities for the period to be allocated between common and participating securities based on their respective rights to share in the earnings as if all of the income or loss allocable for the period had been distributed. In periods of net loss, there is no allocation required under the two -class method as the participating securities do not have an obligation to fund the losses of the Company. Basic loss per share of Common Stock is computed by dividing net loss attributable to Common Stockholders by the weighted average number of shares of Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if stock options, restricted stock awards and warrants were to vest and be exercised. 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. 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. December 31, 2025 2024 Stock options 587,355 121,833 Common Stock warrants 9,359,710 7,173,766 Unvested Restricted Stock awards 32,895 — Common Stock issuable upon conversion of Anson Notes — 4,920,126 Totals 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 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. ASU 2023 - 09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. 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. F- 14 Table of Contents Note 3. 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): For the Year Ended December 31, 2025 Procedures income $ 371 Therapy services 854 Total net patient service revenue $ 1,225 Revenue by payor (in thousands): For the Year Ended December 31, 2025 Commercial Insurance $ 736 Medicare 181 Self-Pay 308 Total net patient service revenue $ 1,225 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): December 31, 2025 Accounts receivable, gross $ 314 Less: allowance for credit losses ( 153 ) Accounts receivable, net $ 161 F- 15 Table of Contents Allowance for credit losses roll-forward (in thousands): Beginning balance as of December 31, 2024 $ — Acquisition of Dura (September 8, 2025) 113 Provision (recovery) for expected credit losses 40 Write-offs, net of recoveries — Ending Balance as of December 31, 2025 $ 153 Accounts Receivable by payor (in thousands): December 31, 2025 Commercial insurance $ 147 Medicare 24 Self-pay 143 Accounts receivable, gross $ 314 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. Note 4. Prepaid Expense and Other Current Assets Prepaid expense and other current assets consisted of the following at the dates indicated (in thousands): December 31, 2025 December 31, 2024 Prepaid expense and other current assets: Prepaid insurance $ 304 $ 827 Prepaid clinical development costs 344 824 Other prepaid expense 286 208 Total prepaid expense and other current assets $ 934 $ 1,859 Note 5. Furniture and equipment, net As of December 31, 2025 and 2024, furniture and equipment, net, consisted of the following (in thousands): December 31, December 31, 2025 2024 Medical equipment $ 57 $ — Computer equipment 32 29 Furniture and fixtures 4 — Total furniture and equipment 93 29 Less: accumulated depreciation ( 30 ) ( 19 ) Furniture and equipment, net $ 63 $ 10 Depreciation expense was less than $ 0.01 million for the years ended December 31, 2025 and 2024. F- 16 Table of Contents Note 6. Leases 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): For the year ended December 31, Expense Classification 2025 Operating lease expense: Amortization of ROU asset Selling, general and administrative $ 40 Accretion of operating lease liability Selling, general and administrative 5 Amortization of ROU asset - related party Selling, general and administrative 33 Accretion of operating lease liability - related party Selling, general and administrative 31 Total operating lease expense $ 109 Other information related to leases is as follows: As of December 31, 2025 Weighted-average remaining lease term: Operating leases (in years) 2.03 Weighted-average discount rate: Operating leases 7.62 % F- 17 Table of Contents The future minimum lease payments required under leases as of December 31, 2025 were as follows (in thousands): Fiscal Year 2026 $ 354 2027 277 2028 53 Total 684 Less: imputed interest ( 53 ) Lease liability $ 631 Note 7. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at the dates indicated (in thousands): December 31, 2025 December 31, 2024 Accrued and other current liabilities: Refund liability (see Note 8) $ 5,509 $ 4,715 Professional services 4,462 3,732 Employee costs 496 577 Accrued research and development expense 311 655 Accrued Dura acquisition cost due post-closing 557 — Other accrued expense 2 470 Total accrued and other current liabilities $ 11,337 $ 10,149 Note 8. Alvogen Licensing Agreement In June 2023, the Company entered into a License Agreement with Alvogen. On June 21, 2024, the Company received a notice of termination from Alvogen effective immediately. Following the termination of the License Agreement by Alvogen, the amounts advanced pursuant to the amendment became due and payable to Alvogen. Accordingly, the refund liability has not been reclassified to deferred revenue or recorded as revenue as of December 31, 2025 and will remain permanent as refund liability until settled. 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. 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. Additionally, in June 2024 the Company wrote off the unfunded stock subscription receivable of $ 1.3 million related to the warrants previously classified in additional paid-in capital to research and development expense following the termination. Note 9. Debt Streeterville Convertible Note 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): December 31, 2024 Par value of the Note $ 11,020 Unamortized original issue discount ( 497 ) Default penalty 849 Conversions and repayments of principal and interest (shares and cash) ( 12,324 ) Carrying value of the Note before current period change in fair value ( 952 ) Cumulative fair value adjustments through earnings 952 Cumulative fair value adjustments through accumulated other comprehensive loss — Total carrying value of Note $ — Convertible note payable - current portion $ — Convertible note payable, net of current portion $ — F- 18 Table of Contents 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. 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. 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 and loss on conversion of $ 1.3 million. 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. F- 19 Table of Contents 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): December 31, December 31, 2025 2024 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 8,351 4,413 Total carrying value of Anson Notes $ — $ 6,257 Convertible note payable - current portion $ — $ 1,246 Convertible note payable, net of current portion $ — $ 5,011 F- 20 Table of Contents Note 10. 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”). 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 End of Phase I Clinical Trials of Licensed Product (completed) $ 100,000 End of Phase II Clinical Trials of Licensed Product (completed) $ 250,000 End of Phase III Clinical Trials of Licensed Product $ 187,500 First Commercial Sale of Licensed Product in U.S. $ 500,000 First Commercial Sale of Licensed Product in Europe $ 500,000 Annual Revenues Reach $100,000,000 $ 750,000 The milestone payments due above may be reduced by 25 % in certain circumstances, and by the application of certain sub-license fees. 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. Royalties A royalty in an amount equal to: (a) 1 % of revenues from the sale of any product incorporating a Licensed Product when at least one Licensed Patent remains in force, if such product is not covered by a Valid Claim (as defined below) in the country or region in which the sale occurs, or (b) 2.5 % of revenues from the sale of any Licensed Product that is covered by at least one Valid Claim in the country or region in which such product is manufactured or sold. A “Valid Claim” means any issued claim in the Licensed Patents that remains in force and that has not been finally invalidated or held to be unenforceable. The royalty rates above may be doubled if we commence a legal challenge to the validity, enforceability, or scope of any of the Licensed Patents during the term of the SHMH License Agreement and do not prevail in such proceeding. 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, 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 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. F- 21 Table of Contents Exclusive License Agreement 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 The Company leases office space on a month-to-month basis. 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 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. Note 11. Equity Common Stock Reverse Stock Split On March 21, 2024, the Board approved a reverse stock split ratio of 1 -for- 10 . On March 28, 2024, the Company filed an amendment to its certificate of incorporation in the State of Delaware (the “ Amendment ”), which provided that every ten shares of its issued and outstanding Common Stock would automatically be combined into one issued and outstanding share of Common Stock, without any change in the par value per share. Effective April 1, 2024, every 10 issued and outstanding shares of the Company’s Common Stock were converted automatically into one share of the Company’s Common Stock, without any change in the par value per share. The Reverse Stock Split reduced the number of shares of Common Stock issued and outstanding from approximately 95.7 million to approximately 9.6 million. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who otherwise would have been entitled to receive a fractional share instead became entitled to receive one whole share of Common Stock in lieu of such fractional share. As a result of the Reverse Stock Split, 73,040 additional shares of common stock were issued in lieu of fractional shares. All share and per share amounts in the accompanying consolidated financial statements and footnotes have been retrospectively adjusted for the reverse split. Preferred Stock 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. Common Stock 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. F- 22 Table of Contents 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 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. Net proceeds from the April 2024 Public Offering were approximately $ 1.6 million after offering costs of approximately $ 0.4 million. On May 23, 2024, the April Underwriters of the previously announced underwritten public offering of the Company exercised their option in accordance with the April Underwriting Agreement, dated April 18, 2024, by and between the Company and the Representative, as representative of the several underwriters named therein, to purchase up to an additional 91,050 shares of the Company’s Common Stock, at the public offering price of $ 3.30 per share (the “April Overallotment Exercise”). The April Over-Allotment Exercise was exercised in full and closed on May 23, 2024. 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. 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 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. F- 23 Table of Contents 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. Warrants 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. (BRPA) and converted into a warrant, based on the exchange ratio (of 0.316 ), that will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former warrant (the “Substitute Warrants”). There were 3,792,970 warrants outstanding and unexercised at the effective time. 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. Refer to Note 13 for further discussion of fair value measurement of the warrant liabilities. 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. Each Public Warrant entitles the holder to purchase one - tenth share of Common Stock at an exercise price of $ 115 per share. The Public Warrants became exercisable at the effective time of the Merger and expire five years after the effective time on or earlier upon their redemption or liquidation of the Company. F- 24 Table of Contents During the years ended December 31, 2025 and 2024 no Public Warrants were exercised. 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 – 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. The Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by FASB ASC Topic 815 - 40 - 15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classifies the Private Placement Warrants as derivative liabilities in its consolidated balance sheets as of December 31, 2025 and 2024. The Company measures the fair value of the Private Placement Warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s statements of operations for the current period. 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. 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. F- 25 Table of Contents 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. 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 of 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, 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. F- 26 Table of Contents The following table provides the activity for all warrants for the respective periods. Aggregate Weighted Weighted Intrinsic Average Average Value Total Warrants Remaining Term Exercise Price (in thousands) Outstanding as of December 31, 2023 3,321,499 3.91 $ 23.01 $ 180 Issued 3,948,484 4.71 2.04 — Expired ( 96,417 ) — — — Outstanding as of December 31, 2024 7,173,766 3.77 $ 17.20 $ 80 Issued 4,252,758 5.00 1.78 — Exercised ( 1,870,962 ) 5.00 1.65 — Expired ( 195,852 ) — — — Outstanding as of December 31, 2025 9,359,710 3.17 $ 7.77 $ 492 Note 12. Stock-Based Compensation 2016 Omnibus Incentive Plan 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 Common Stock at an average exercise price of $ 51.00 per share. 2021 Omnibus Incentive Plan As of December 31, 2025, 1,050,809 shares of Common Stock are authorized for issuance pursuant to awards under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). 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 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. Option Awards The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company is a public company and has limited company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the limited company-specific historical volatility and implied volatility. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. 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. 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. F- 27 Table of Contents The following table summarizes the Company’s employee and non-employee stock option activity under the 2021 Plan for the following periods: Weighted average Weighted remaining Aggregate average contractual intrinsic Number of exercise life (in value (in shares price years) thousands) Outstanding as of December 31, 2023 264,983 $ 18.30 7.7 $ 75 Options granted — — — — Forfeited/Expired ( 143,150 ) — — — Outstanding as of December 31, 2024 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 $ 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 Awards Value Balance as of December 31, 2023 (unvested) 124,166 $ 5.20 Granted — Vested ( 90,833 ) $ 4.64 Forfeited ( 33,333 ) $ 5.20 Balance as of December 31, 2024 (unvested) — — Granted 32,895 $ 3.04 Vested — $ — Forfeited — $ — 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 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. F- 28 Table of Contents 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, 2025 2024 Stock-based compensation expense General and administrative $ 144 $ 387 Research and development 36 100 Total stock-based compensation expense $ 180 $ 487 Note 13. Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2025 and 2024. 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. The fair value of the convertible notes payable was estimated utilizing a Monte Carlo simulation. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the money market account represents a Level 1 measurement. 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 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): Description Level December 31, 2025 December 31, 2024 Assets: Money Market Account 1 $ 403 $ 487 Liabilities: Warrant liabilities (Note 11) 3 $ 12,304 $ 5,639 Convertible note payable and accrued interest, current (Note 9) 3 $ — $ 1,246 Convertible note payable and accrued interest, non-current (Note 9) 3 $ — $ 5,011 F- 29 Table of Contents Convertible Note Payable - Streeterville 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): Fair value of the Note as of December 31, 2023 $ 9,161 Conversions and repayments of principal and interest (cash) ( 7,850 ) Conversions and repayments of principal and interest (shares) ( 400 ) Default penalty 850 Fair value adjustment through earnings 1,761 Fair value of the Note as of December 31, 2024 $ — Convertible note payable - current portion $ — Convertible note payable, net of current portion $ — 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: December 31, 2024 Stock price on valuation date $ 2.20 Time to expiration 0.87 – 1.03 Notes market interest rate 11.80 % Equity volatility 120.7% – 135.0% Risk-free rate 4.20 % Probability of default 0 % 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 $ 6,257 Fair value of Anson III Note at issuance 2,522 Conversion and repayments of principal and interest (shares) ( 12,718 ) Fair value adjustment through earnings 3,939 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) $ 6,034 Conversions and repayments of principal and interest (shares) ( 4,190 ) Fair value adjustment through earnings 4,413 Fair value of Anson Notes as of December 31, 2024 $ 6,257 Convertible note payable as of December 31, 2024 - current portion $ 1,246 Convertible note payable as of December 31, 2024, net of current portion $ 5,011 Warrant Liabilities 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. There were no transfers between levels within the fair value hierarchy during the periods presented. 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 that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero -coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. F- 30 Table of Contents 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: December 31, 2025 December 31, 2024 Stock price on valuation date $ 2.71 $ 2.20 Exercise price per share $ 1.65 – 11.50 $ 2.08 Expected life 0.39 – 3.62 4.69 Volatility 80.52 – 118.80% 111 % Risk-free rate 3.61 – 3.64% 4.37 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.01 – 2.22% $ 1.76 A reconciliation of warrant liabilities is included below (in thousands): Balance as of December 31, 2023 $ 17 Initial recognition of issuance of warrants 3,965 Change in fair value of warrant liabilities `1,657 Balance as of December 31, 2024 $ 5,639 Initial recognition of issuance of warrants 7,108 Change in fair value of warrant liabilities 4,926 Fair Value of Anson warrants exercised ( 5,369 ) Balance as of December 31, 2025 $ 12,304 F- 31 Table of Contents Assets that are measured at fair value and classified as level 3 on a non-recurring basis are as follows (in thousands): Description September 8, 2025 Trade name $ 311 Customer relationships $ 673 Goodwill $ 1,793 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: Areas Valuation Techniques Unobservable Inputs Range (Weighted Average) Trade name Relief-from-Royalty Method Royality Rate 5 % Revenue Growth Rate 10% average through FY2030, 8% thereafter Discount rate 25 % Income tax rate 26.5 % Economic useful life (yrs) 8 Customer relationship Multi-Period Excess Earnings Method (MPEEM) Royalty rate 5 % Revenue Growth Rates 10% average through FY 2028 Expense Growth Rates 3 % Contributory Assets’ Charges as % from revenue 0.2 – 0.7 % Business development expense for new customers 4 % Distributor EBITA margin for customer relationships 4 % Discount rate 27 % Income tax rate 26.5 % Economic useful life (yrs) 3 Note 14. Segment Reporting 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. 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. F- 32 Table of Contents 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 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 ended December 31, NRx Dura 2025 2024 Expense Category Loss from operations $ ( 16,137 ) $ ( 87 ) $ ( 16,224 ) $ ( 18,502 ) Interest income ( 8 ) ( 4 ) ( 12 ) ( 44 ) Interest expense 671 — 671 230 Change in fair value of convertible notes payable 3,939 — 3,939 2,654 Change in fair value of warrant liabilities 4,926 — 4,926 1,657 Loss on issuance of Registered Direct Offering 730 — 730 — Loss on Consideration Shares and Warrants 1,277 — 1,277 — Convertible note default penalty — — — 849 Loss on convertible note conversions 6,201 — 6,201 1,278 Loss on equity method investments 35 — 35 — Gain on exercise of warrants ( 5,369 ) — ( 5,369 ) — Net loss $ ( 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): NRx Dura December 31, 2025 December 31, 2024 Medical equipment $ — $ 57 $ 57 $ — Computer equipment 29 3 32 29 Furniture and fixtures — 4 4 — Total PPE $ 29 $ 64 $ 93 $ 29 Less: Accumulated depreciation ( 23 ) ( 7 ) ( 30 ) ( 19 ) Net $ 6 $ 57 $ 63 $ 10 F- 33 Table of Contents Note 15. Income Taxes 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): Year ended Year ended December 31, December 31, 2025 2024 Amount Percentage Amount Percentage U.S. Federal statutory tax rate $ ( 6,010 ) 21 % $ ( 5,335 ) 21 % State and local income taxes, net of federal income tax effect Other state tax expense (benefits) 1 ( 225 ) 0.79 % ( 43 ) 0.17 % State valuation allowance 225 ( 0.79 %) 43 ( 0.17 %) Changes in valuation allowances 1,334 ( 4.66 %) 4,757 ( 18.73 %) Non-taxable or non-deductible items — 0 % — 0 % Stock & warrant compensation 2,125 ( 7.17 %) ( 566 ) 2.23 % 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 %) Other 96 ( 0.34 %) ( 29 ) 0.12 % Other adjustments 58 ( 0.20 %) — — % Total $ — — % $ — — % ( 1 ) State taxes in Virginia comprise the majority (greater than 50% ) of the tax effect in this category. F- 34 Table of Contents The components of income tax provision (benefit) are as follows for years ended December 31, 2025 and 2024 (in thousands): As of December 31, 2025 2024 Federal Current — — Deferred ( 1,334 ) ( 4,715 ) Foreign Current — — Deferred — — State and Local Current — — Deferred ( 225 ) ( 43 ) Change in Valuation Allowance 1,559 4,758 Total $ — $ — 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 (in thousands): As of December 31, 2025 2024 Deferred tax assets (liabilities): Net operating loss carryforwards $ 44,410 $ 39,753 Common stock warrants — 1,830 Section 174 capitalization 4,213 5,186 Stock-based compensation 1,715 2,034 Bonus accrual 59 119 Other 826 741 Goodwill ( 8 ) — Amortization 8 — Amortization of right-of-use assets 135 — Lease liability ( 135 ) — Depreciation ( 2 ) 2 51,221 49,665 Valuation allowance ( 51,221 ) ( 49,665 ) Deferred tax assets, net of allowance $ — $ — F- 35 Table of Contents 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. Certain Net Operating Losses in these jurisdictions are not subject to expiration. 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. 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. After consideration of all of the evidence, the Company has recorded a valuation allowance of $ 51.2 million against its deferred tax assets at December 31, 2025 because management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets, primarily due to its history of cumulative net losses incurred since inception and its lack of commercialization of products or generation of revenue from product sales since inception. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued total penalties and interest of $ 0 during the years ended December 31, 2025 and 2024 and in total, as of December 31, 2025 and 2024 has recognized penalties and interest of $ 0 . The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, open years related to all jurisdictions are 2024, 2023, 2022, and 2021. The Company has no open tax audits with any taxing authority as of December 31, 2025. Note 16. 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; and ● 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). F- 36 Table of Contents 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 $ 536 Accounts receivable 251 Other current and non-current assets 453 Customer relationship 311 Trade name 673 Goodwill 1,793 Total assets acquired 4,017 Less: liabilities assumed ( 495 ) Net assets acquired $ 3,522 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): Weighted Average Useful Life Fair Values (Years) Trade name and trademarks $ 673 8.0 Customer relationships 311 3.0 Total intangible assets 984 Less accumulated amortization ( 59 ) Net carry value $ 925 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): 2026 $ 188 2027 188 2028 158 2029 84 2030 84 Thereafter 223 Total $ 925 F- 37 Table of Contents Goodwill 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): (Unaudited) For the year ended December 31, For the year ended December 31, 2025 2024 Revenue $ 4,097 $ 3,261 Net loss $ ( 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. Note 17. Related Party Transactions Glytech Agreement 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, 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 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. F- 38 Table of Contents 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. Jonathan Javitt The Chief Scientist of the Company, Dr. 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 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 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. The annual discretionary bonus for 2023, if any, may be approved by the Board in 2024 and is payable in March 2024, will be pro-rated from the start of the extension period and is subject to Dr. Javitt’s continued engagement by the Company. The annual discretionary bonus for 2024, if any, may be approved by the board in 2025 and is payable in March 2025, will be pro-rated from the start of the extension period and is subject to Dr. Javitt’s continued engagement by the Company. 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. Consulting Agreement with Zachary Javitt Zachary Javitt is the son of Dr. Jonathan Javitt. 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 $ 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. Note 18. 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. Note 19. Subsequent Events 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. F- 39 Table of Contents Item 9. Changes in and Disagreements with Accounting and Financial Disclosure None.