NRX Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation as of December 31, 2025 under the supervision, and with the participation, of our management, including our Chief Executive Officer (who serves as our principal executive officer) and our Chief Financial Officer (who serves as our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025 in providing reasonable assurance of achieving the desired control objectives. (b) Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business. (c) Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: 1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; 2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements. Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making the assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) . Based on the results of this assessment, management (including our Chief Executive Officer and our Chief Financial Officer) has concluded that, as of December 31, 2025, our internal control over financial reporting was effective. 68 Table of Contents Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers, and Corporate Governance The following table sets forth, as of the date of this Annual Report on Form 10 -K, certain information regarding our current executive officers and directors who are responsible for overseeing the management of our business. Name Age Position Jonathan Javitt, M.D., M.P.H. 69 Chairman, Chief Executive Officer and Chief Scientist Joseph Casper 75 Chief Operating Officer Michael Abrams 55 Chief Financial Officer and Treasurer Patrick J. Flynn 77 Director Chaim Hurvitz 65 Director Dennis McBride 72 Director Michael Taylor 51 Director Executive Officer and Director Biographies Jonathan Javitt, M.D., M.P.H. Dr. Javitt, founder of the Company, serves as our Chairman, Chief Executive Officer and Chief Scientist. Dr. Javitt additionally served as the Company’s Chief Executive Officer (“CEO”) from May 2021 until March 2022 and was elected Chairman in December 2023. He was the Co-founder, Chairman, and CEO of NeuroRx, Inc., which merged with the Company in May 2021. He participated in leading drug and medical device development and commercialization projects for Allergan, Alcon, Eyetech, Merck, Novartis, Pfizer, and Pharmacia and has led the Company’s regulatory and clinical development efforts from their inception. He has played leadership roles in seven successful healthcare IT and biopharma start-up companies. He was appointed to healthcare leadership roles under President Ronald Reagan, George H.W. Bush, Clinton and George W. Bush. During the Reagan and Bush ‘41 administrations, he was designated as an Expert Consultant to the Department of Health and Human Services. President Clinton designated him as a Special Government Employee of the White House Executive Office of the President to serve on the 1993 Health Reform Task Force. Under President George W. Bush, he was commissioned to lead the Healthcare Committee of the President’s Information Technology Advisory Committee and to serve as a Special Employee of the Undersecretary of Defense. Dr. Javitt has published more than 200 scientific works in the areas of health outcomes and pharmacoeconomics that have been cited more than 31,000 times. Dr. Javitt holds an A.B. with Honors from Princeton University, an M.D. from Cornell University and a Masters of Public Health from the Harvard Chan School of Public Health which designated him an Alumnus of Merit. He continues to serve as an adjunct Professor of Ophthalmology at the Johns Hopkins School of Medicine and as a Senior Fellow of the Potomac Institute for Policy Studies. 69 Table of Contents We re-elected Dr. Javitt to serve as Chairman, based on his substantial practical experience and expertise in drug development and his prior leadership in multiple private and public sector organizations. Joseph Casper. Mr. Casper has served as our Chief Operational Officer since January 2026. Mr. Casper brings 35 years of experience in the healthcare industry to the Company’s leadership team. Prior to joining the Company, Mr. Casper has held various senior leadership positions. Mr. Casper has served in consulting leadership positions with Deloitte and First Consulting Group, where he advised large organizations and academic medical centers. His professional experience also includes work with major payer and provider organizations, including Kaiser Permanente and Anthem. He also worked extensively with academic medical centers such as the University Medical Center, Cleveland, Ohio. Mr. Casper is the co-inventor of an early medical record aggregation platform that ultimately scaled to serve more than 15 million patients. Between 2016 to 2021, he served on the board of directors of Ingine Inc., a healthcare artificial intelligence company. Since 2019, he has been serving on the board of directors of ThriveWell Tech, a company focused on senior living technologies. Further, since 2021, he has been serving on the board of directors of Touro University, supporting physician and nursing education through its Colleges of Osteopathic Medicine and Health and Human Services. Additionally, since 2022, he has been serving on the board of directors of SureTest, Inc., a company that develops and delivers intelligent test automation solutions for health systems and enterprise software environments. Between March 2023 and August 2025, Mr. Casper served as the Chief Strategy Officer of Ryte AI, artificial intelligence-powered healthcare data analytics platform. Previously, Mr. Casper served a two-year term as Chairman of the Leukemia Society, Northwest Chapter. His experience spans organizations ranging from early-stage companies to multi-billion-dollar enterprises. Mr. Casper brings decades of healthcare industry experience as an executive, advisor and director, which is expected to add value in the ongoing development of the Company and planned growth of Hope Therapeutics. Michael Abrams . Mr. Abrams has served as our Chief Financial Officer since November 2024. Prior to his appointment as our Chief Financial Officer, Mr. Abrams served as the Chief Financial Officer of Arch Therapeutics, Inc., a publicly traded biotechnology company, from May 2021 through January 2025, which he resigned from on February 3, 2025 after a brief transitional role. From February 2019 to April 2021, Mr. Abrams served as the Chief Financial Officer for RiseIT Solutions, Inc. where he helped return the business to profitability. From August 2009 to February 2019, Mr. Abrams served as the Chief Financial Officer of FitLife Brands, Inc., a publicly traded entity focused on the development of functional nutritional supplements to support an active, healthy lifestyle. Mr. Abrams earned his M.B.A. with Honors from the Booth School of Business at the University of Chicago and received his B.B.A. with Honors from the University of Massachusetts at Amherst as a William F. Field Alumni Scholar. Patrick J. Flynn . Mr. Flynn has served as a member of our Board since May 2021, and is the Chair of our Audit Committee and Compensation Committee. Mr. Flynn previously served on the board of directors of NeuroRx, Inc., the predecessor to our company. and. Mr. Flynn is an entrepreneur with more than 35 years of senior executive experience. He has provided leadership to numerous successful organizations including start-ups and growth-stage companies and has served in a variety of roles, including Executive Chairman, board member, CEO, COO, CFO and advisor. Additionally, Mr. Flynn served as an advisor to Good Measures where he was previously COO and responsible for the day-to-day operations of the company’s innovative approach to healthcare and nutrition services. Prior to joining Good Measures, Mr. Flynn was the co-founder of Predilytics, Inc. and served as Executive Chairman. Before joining Predilytics, Mr. Flynn contributed his expertise as COO and then as CEO to Health Dialog, where he helped build the business from an early-stage healthcare services organization and led its successful exit to BUPA, a global insurance company. Prior to this role, Flynn was a co-founder of Symmetrix, a management consulting firm specializing in healthcare and financial services. Mr. Flynn began his career with Bank of America where he held several positions over the course of 15 years, including Vice President of World Banking and Vice President of Risk Management. Mr. Flynn earned his B.S. in Finance from the Wharton School at the University of Pennsylvania. We selected Mr. Flynn to serve on our Board because he brings to the Company over 30 years of audit compliance, entrepreneurship, business, and board experience. 70 Table of Contents Chaim Hurvitz . Mr. Hurvitz has served as a member of our Board since May 2021. Mr. Hurvitz served as a member of the board of directors of NeuroRx, Inc., the predecessor to our company, from May 2015. Mr. Hurvitz has served as the Chief Executive Officer of CH Health, a private venture capital firm, since May 2011. Mr. Hurvitz previously served as a member of the board of directors of Teva Pharmaceuticals Industries Ltd. from October 2010 to July 2014. Previously, he was a member of the senior management of Teva Pharmaceuticals Industries Ltd., serving as the President of Teva International Group from 2002 until 2010, as President and Chief Executive Officer of Teva Pharmaceuticals Europe from 1992 to 1999 and as Vice President - Israeli Pharmaceutical Sales from 1999 until 2002. Mr. Hurvitz is a founding investor and a director of Galmed Pharmaceuticals Ltd. Mr. Hurvitz presently serves as a member of the management of the Manufacturers Association of Israel and head of its pharmaceutical branch. Mr. Hurvitz holds a B.A. from Tel Aviv University. We selected Mr. Hurvitz to serve as a director because he brings decades of pharmaceutical experience to the Board. In addition, Mr. Hurvitz brings international relationships to the Company that have, and will continue to add value to the execution of the Company’s business plan. Dennis McBride, Ph.D. Dennis McBride, Ph.D., joined the Board in June 2024. Dr. McBride currently serves as the Chair of our Nominating and Corporate Governance Committee and has served as a research professor at Virginia Tech since May 2021. Dr. McBride has led numerous national and international initiatives in neuroscience and its interface with information technology, national security, and medical technology/drug development within the federal government, three of which are now multi-billion dollar enterprises. Dr. McBride also served as Director of the Acquisition and Innovation Research Center for the Department of Defense from February 2022 to February 2024, and as Vice President of Strategy and Innovation at Source America from December 2015 to December 2020. Dr. McBride began his career as a medical scientist in Naval Aviation and ergonomics and served in eight nationally prominent laboratories, including the Defense Advanced Research Projects Agency (DARPA), Naval Aerospace Medical Research Lab, Naval Research Lab, the Office of Naval Research, and the Naval Medical Research Institute. Upon retiring as a highly decorated senior officer (O-6), he assumed leadership of the Potomac Institute for Policy Studies, where he continues to serve as President Emeritus. Following his ten-year term, he was recruited back to the National Defense University to lead the Center for Technology and National Security Policy, culminating his government career as a Senior Executive-4 (Civilian equivalent to Rear Admiral/Vice Admiral). Dr. McBride has served as an adviser to Cabinet Secretaries, U.S. Congressional Committees, and to corporate C-Suite executives. His educational background includes formal enrollment at the University of Georgia, Naval Aerospace Medical Institute (flight surgeon school), the University of Southern California, the London School of Economics, and Harvard Business School, earning a Ph.D. in experimental psychology, four master’s degrees, and an additional postdoctoral education in aviation medicine, systems engineering science, and strategic disruption. He has published widely and was elected by faculty in 1999 to full professor. Dr. McBride has served at multiple universities in colleges of Arts & Sciences, Engineering, Public Policy, and Medicine. For the past 12 years, Dr. McBride has served as an adjunct Professor at Georgetown University School of Medicine and co-Director of Georgetown’s Regulatory Science Program. We selected Dr. McBride to serve as a director because he brings decades of high-level science experience to the Board. In addition, Dr. McBride brings important new relationships to the Company that have, and will continue to add value to the execution of the Company’s business plan. Michael Taylor. Michael Taylor was appointed to the Board in January, 2025. Mr. Taylor is a 25-year veteran in the global credit business, focused on special situations and capital formation, and currently serves as a consultant to Hope Therapeutics, Inc., a wholly-owned subsidiary of the Company. Mr. Taylor previously served as a Partner of the Adi Dassler International Family office wealth advisory firm from August 2016 to February 14, 2023, as Managing Director at Oppenheimer & Co. Inc. from June 2011 to August 2016, a New York-based full-service brokerage and investment bank, focusing on complex debt structuring and transactions and multijurisdictional capital formation, and as Managing Director of Institutional Fixed Income Trading and Alternative Investments at Stone & Youngberg LLC, a private investment firm, from July 2004 to June 2011. Mr. Taylor began his career with Morgan Stanley as a Bond Trader. Mr. Taylor holds a Bachelor of Science degree in Economics & International Relations from the London School of Economics. Mr. Taylor brings decades of experience in the capital markets and capital formation, which is expected to add value in the ongoing development of the Company and planned growth of Hope Therapeutics. Director Independence Our Board has determined that Messrs. Flynn, Hurvitz, McBride and Taylor are “independent directors” as defined in the Nasdaq Stock Market (“ Nasdaq ”) listing standards and applicable SEC rules. Committees of the Board of Directors Our Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and standing committees. Our Board has established the following three standing committees: Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. Our Board has adopted written charters for each of these committees, copies of which are available under the Corporate Governance section of our corporate website at www.nrxpharma.com. 71 Table of Contents The chart below reflects the standing committees of our Board and the composition of each committee as of December 31, 2025: Committees Director Name Audit Compensation Nominating and Governance Patrick J. Flynn CC CC Chaim Hurvitz X X X Jonathan Javitt, M.D., M.P.H. Dennis K. McBride, Ph.D. X CC Michael Taylor X X CC - Committee Chair X - Member Audit Committee Our Audit Committee consists of Messrs. Flynn, Hurvitz, and Taylor, with Mr. Flynn serving as chair. Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and Nasdaq rules require that our Audit Committee be composed entirely of independent members. Our Board has affirmatively determined that Messrs. Flynn, Hurvitz, and Taylor each meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the Nasdaq rules. Each member of our Audit Committee also meets the financial literacy requirements of Nasdaq listing standards. In addition, our Board has determined that each of Messrs. Flynn, Hurvitz, and Taylor qualifies as an “Audit Committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met 8 times during the year ended December 31, 2025. Our Board has adopted a written charter for the Audit Committee. The complete text of the Audit Committee’s current charter is available on our website at www.nrxpharma.com. Pursuant to its charter, the Audit Committee is primarily responsible for, among other things: ● appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm their independence from management; ● reviewing, with our independent registered public accounting firm, the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC; ● overseeing our financial and accounting controls and compliance with legal and regulatory requirements; ● reviewing our policies on risk assessment and risk management; ● reviewing related person transactions; and ● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. Compensation Committee Our Compensation Committee consists of Messrs. Flynn, Hurvitz, and McBride, with Mr. Flynn serving as chair. Our Board has affirmatively determined that Messrs. Flynn, Hurvitz, and McBride each meet the definition of “independent director” for purposes of serving on the Compensation Committee under the Nasdaq rules, including the heightened independence standards for members of a Compensation Committee, and are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. The Compensation Committee met 3 times during the year ended December 31, 2025. Our Board has adopted a written charter for the Compensation Committee. The complete text of the Compensation Committee’s current charter is available on our website at www.nrxpharma.com. 72 Table of Contents Pursuant to its charter, the Compensation Committee is primarily responsible for, among other things: ● reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by our Board, in conjunction with a majority of the independent members of the Board) the compensation of our Chief Executive Officer; ● overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers; ● reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans, policies and programs; ● reviewing and approving all employment agreement and severance arrangements for our executive officers; ● making recommendations to our Board regarding the compensation of our directors; and ● retaining and overseeing any compensation consultants. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee consists of Messrs. McBride, Hurvitz and Taylor, with Dr. McBride serving as chair. Our Board has affirmatively determined that Messrs. McBride, Hurvitz and Taylor each meet the definition of “independent director” under the Nasdaq rules. The Nominating and Corporate Governance Committee did not meet during the year ended December 31, 2025. Our Board has adopted a written charter for the Nominating and Corporate Governance Committee. The complete text of the Nominating and Corporate Governance Committee’s current charter is available on our website at www.nrxpharma.com . Pursuant to its charter, the Nominating and Corporate Governance Committee is primarily responsible for, among other things: ● identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; ● overseeing succession planning for our Chief Executive Officer and other executive officers; ● periodically reviewing our Board’s leadership structure and recommending any proposed changes to our Board; ● overseeing an annual evaluation of the effectiveness of our Board and its committees; and ● developing and recommending to our Board a set of corporate governance guidelines. Risk Oversight Our Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure. Compensation Committee Interlocks and Insider Participation None of our executive officers serve as a member of the Board or Compensation Committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee. Code of Business Conduct and Ethics We adopted a written code of business conduct and ethics, our Business Code of Conduct and Anti-Corruption Policy (the “ Code of Conduct ”), that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The complete text of the Code of Conduct is available on our website at www.nrxpharma.com . In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Conduct. Director Attendance at Meetings The Company encourages and expects all of its directors to attend the meetings of the Board. During the fiscal year ended December 31, 2025, the Board met 14 times. Each member of our Board attended at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she was a director), and (ii) the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served). 73 Table of Contents Board Leadership Structure The Company does not have a formal policy regarding whether to separate the Chairman and Principal Executive Officer positions. Our Board believes that the decision to combine or separate the Chairman and Principal Executive Officer positions depends on the facts and circumstances facing the Company at a given time and could change over time. Currently, Dr. Javitt serves as our Chief Executive Officer, Principal Executive Officer (the “ PEO ”) and Chairman of the Board of the Company. As the Company evolves, the Board will regularly evaluate the Board leadership structure to ensure it continues to meet the needs of the Company, and to ensure that it provides strong, independent oversight for our stockholders. In particular, as part of this evaluation, the Board will take under consideration the outcomes of the Board and committee self-evaluation process as well as other factors, including the current state of the Company’s strategy and operations, recent performance, market and industry factors and peer company practices. Policies Governing Director Nominations Securityholder Recommendations Our Bylaws provide that nominations of any person for election to the Board at an annual meeting may be made at such meeting by a stockholder present in person virtually (A) who was a record owner of shares of the Company both at the time of giving the notice provided for in the Bylaws and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with the Bylaws as to such notice and nomination. All stockholder recommendations for director candidates must be submitted to our Secretary at NRx Pharmaceuticals, Inc., 1201 Orange Street, Suite 600 Wilmington, DE 19801, who will forward all recommendations to the Nominating and Corporate Governance Committee. All stockholder recommendations for director candidates for the Annual Meeting must be submitted to our Secretary before January 26, 2026 and must include the following information: ● the name and address of the stockholder (including, if applicable, the name and address that appear on the Company’s books and records); ● the class or series and number of shares of the Company that are, directly or indirectly, owned of record or beneficially owned by the stockholder; ● the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” that constitutes a “call equivalent position” and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Company; ● the name and address of the proposed director candidate (including, if applicable, the name and address that appear on the Company’s books and records); ● the class or series and number of shares of the Company that are, directly or indirectly, owned of record or beneficially owned by the proposed director candidate, if applicable; ● all information relating to such proposed director candidate that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected); ● a description of any direct or indirect material interest in any material contract or agreement between or among the stockholder, on the one hand, and each proposed director candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand; and ● a completed and signed questionnaire, representation and agreement, as specified in the Bylaws. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of the Company’s Common Stock to file reports of ownership and changes of ownership of such securities with the SEC. Based solely on a review of the reports received by the SEC, the Company believes that, during the fiscal year ended December 31, 2024, the Company’s officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a). 74 Table of Contents Communications with the Board If you wish to communicate with any of our directors or the Board as a group, you may do so by writing to them at Name(s) of Director(s)/Board of Directors of NRx, Pharmaceuticals, Inc., c/o Secretary, NRx Pharmaceuticals, Inc., 1201 Orange Street, Suite 600 Wilmington, Delaware 19801. We recommend that all correspondence be sent via certified U.S. Mail, return receipt requested. All correspondence received by the Secretary will be forwarded by the Secretary promptly to the addressee(s). Item 11. Executive Compensation The following summary compensation table and narrative disclosure sets forth information regarding all compensation awarded to, earned by, or paid to our Named Executive Officers, which consist of (a) any persons who served as our principal executive officer during any part of the year ended December 31, 2025; (b) each of our two most highly compensated executive officers other than our principal executive officer who served as executive officers at the end of the year ended December 31, 2025; and (c) up to two additional individuals for whom disclosure would have been provided under clause (b) but for the fact that the person was not serving as an executive officer at the end of the year ended December 31, 2025 (collectively, the “ Named Executive Officers ”). Our “Named Executive Officers” for the year ended December 31, 2025 were (i) Jonathan Javitt, M.D., M.P.H., our Chief Executive Officer, Chief Scientist and Chairman; (ii) Michael Abrams, our Chief Financial Officer; and (iii) Matthew Duffy, our former Chief Business Officer. 2025 Summary Compensation Table The following table presents information regarding the total compensation of our Named Executive Officers for the years ended December 31, 2025 and 2024. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(2) All Other Compensation ($) Total ($) Jonathan Javitt(3)(4)(5) 2025 575,000 - - 166,250 271,774 983,024 Chief Executive Officer, Chief Scientist and Chairman 2024 575,000 250,000 - 109,190 934,190 Michael Abrams(8) (9) 2025 322,458 40,625 - 109,925 - 473,008 Chief Financial Officer 2024 20,313 - - - 20,313 Matthew Duffy(6)(7) 2025 371,000 - - 166,250 67,308 604,558 Chief Business Officer 2024 335,000 - - - - 335,000 (1) Amount reflects the grant date fair value of restricted stock granted as an employee inducement award during 2024 or year 2023 as calculated in accordance with ASC Topic 718, See Note 9 to the consolidated financial statements contained in this Annual Report on Form 10-K for information regarding the assumptions used in calculating these amounts. (2) Amount reflects the grant date fair value of stock options granted during fiscal year 2025 or fiscal year 2024 as calculated in accordance with ASC Topic 718, See Note 9 to the consolidated financial statements contained in this Annual Report on Form 10-K for information regarding the assumptions used in calculating these amounts. (3) Dr. Javitt served as Chief Executive Officer of the Company until his retirement on March 8, 2022, at which time he assumed the role of Chief Scientist and remained as a member of the Board of Directors. Dr. Javitt was appointed as Chairman of the Board on December 19, 2023. Dr. Javitt was appointed Interim Chief Executive Officer on October 7, 2024 upon the resignation of Mr. Willard. Mr. Javitt was appointed Chief Executive Officer on January 4, 2026. 75 Table of Contents (4) Amount reported reflects (i) $0 in base salary, (ii) $575,000 in consulting fees, (iii) $250,000 in bonus, and (iv) $109,190 in reimbursement for other expenses for Fiscal 2024. (5) Amount reported reflects (i) $0 in base salary, (ii) $575,000 in consulting fees, (iii) the issuance of options to purchase up to 125,000 shares of Common Stock with a FMV of $166,255 $166,250, and (iv) $109,190 in reimbursement for other expenses for Fiscal 2025. (6) Amount reported reflects (i) $0 in base salary; (ii) $335,000 in consulting fees received in Fiscal 2024. (7) Amount reported reflects (i) $0 in base salary; and (ii) $371,000 in consulting fees, (iii) the issuance of options to purchase up to 125,000 shares of Common Stock with a FMV of $166,255 in Fiscal 2025, and (iv) $67,308 in reimbursement for health insurance for Fiscal 2025. Mr. Duffy resigned effective December 31, 2025 (8) Mr. Abrams joined the Company as its Chief Financial Officer effective November 18, 2024. Per his employment agreement, his base salary of $325,000 per annum was reduced by 50% during an initial period that ended February 1, 2025. (9) Amount reported reflects (i) $322,458 in base salary; (ii) $40,625 in bonusses, and, (iii) the issuance of options to purchase up to 50,000 shares of Common Stock with a FMV of $109,925 in Fiscal 2025. Narrative Disclosure to Summary Compensation Table Base Salaries and Compensation Our Named Executive Officers receive an annual base salary or annual rate of compensation to compensate them for services rendered. The base salary or annual rate of compensation payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. For the year ended December 31, 2025: (i) Dr. Javitt was compensated through an annual consulting agreement that was set at $575,000; (ii) Mr. Abrams’ annual base salary was set at $325,000; and (iv) Mr. Duffy was compensated through a consulting agreement at a rate of $360,000 per annum. Cash Bonus Compensation Pursuant to certain employment and other contractual agreements, (i) Dr. Javitt is eligible for an annual performance-based bonus with a minimum target of $250,000. Equity Compensation We typically grant stock options pursuant to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the “ Omnibus Plan ”) as the long-term incentive component of our compensation program. Stock options allow employees, including our Named Executive Officers, to purchase shares of Common Stock at a price equal to the fair market value of Common Stock on the date of grant. Our stock options have vesting schedules that are designed to encourage continued employment and typically vest in substantially equal installments on each of the first three anniversaries of the applicable vesting commencement date, subject to the recipient’s continued service through each applicable vesting date. From time to time, our Board may also construct alternate vesting schedules as it determines appropriate to motivate particular employees, as further described below. Option Awards On October 22, 2025, the Company granted 32,895 restricted shares of Company’s common stock under the Omnibus Plan 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. 76 Table of Contents Executive Officer Employment Arrangements Javitt Employment Agreement and Javitt Consulting Agreement In connection with his commencement of employment with us in May 2015, we entered into an employment agreement with Dr. Javitt (the “ Javitt Employment Agreement ”) pursuant to which he served as our Chief Executive Officer and President. The Javitt Employment Agreement provided for an initial five-year term and extended automatically for additional one-year periods unless either party provided notice of termination. The Javitt Employment Agreement provided for a base salary of $275,000, subject to periodic increase by the Board. The Javitt Employment Agreement was terminated on March 8, 2022 when Dr. Javitt retired and became a consultant to the Company. Upon entering into the Javitt Consulting Agreement (as defined below), Dr. Javitt waived his rights to the bonus, severance and certain other provisions under the Javitt Employment Agreement. Pursuant to a consulting agreement between the Company and Dr. Javitt, dated as of March 8, 2022 (the “ Javitt Consulting Agreement ”), Dr. Javitt committed to provide consulting services to the Company as its Director and Chief Scientist. The 2022 Javitt Consulting Agreement provided for an annual consulting fee of $1,000,000, to compensate Dr. Javitt for approximately $400,000 in bonus payments that would otherwise have been granted under his prior employment agreement. The Javitt Consulting Agreement was amended on March 29, 2023 (the “ Javitt Consulting Agreement Amendment ”) to renew the agreement in annual increments, commencing on March 8, 2024, unless either party provides notice of termination. The Javitt Consulting Agreement Amendment provides for: (i) an annual consulting fee of $575,000, payable in monthly installments; (ii) eligibility for an annual performance-based bonus with a minimum target of $250,000; and (iii) subject to Board approval, a grant of 50,000 shares of restricted stock that will vest (x) 50% on the date upon which the Food and Drug Administration files the Company’s new drug application for the Antidepressant Drug Regimen (as defined therein) and (y) 50% on the date upon which the Food and Drug Administration has both approved the Company’s Antidepressant Drug Regimen and listed the Company’s Antidepressant Drug Regiment in the Food and Drug Administration’s “Orange Book.” Dr. Javitt was appointed Interim Chief Executive Officer on October 7, 2024 upon the resignation of Mr. Willard. Mr. Javitt was appointed Chief Executive Officer on January 4, 2026. Duffy Consulting Agreement Pursuant to a consulting agreement between the Company and Mr. Duffy, dated September 1, 2023 (the “ Duffy Consulting Agreement ”), Mr. Duffy committed to provide consulting services to the Company as its Chief Business Officer. The Duffy Consulting Agreement provided for a monthly consulting fee of $30,000 per month following a six month interim period at a rate of $15,000 per month. The Duffy Consulting Agreement also provided for (i) payment of necessary and reasonable expenses, and (ii) an initial grant of 20,000 incentive stock options with a three year vesting schedule, which were cancelled prior to vesting. Mr. Duffy was subsequently named Co-Chief Executive Officer of Hope Therapeutics, Inc. (“ Hope ”), which was incorporated as a wholly-owned subsidiary of the Company in February 2024. Mr. Duffy did not receive any additional compensation in connection with his role at Hope. Abrams Employment Agreement Pursuant to the terms of an employment agreement entered into on November 18, 2024 (the “ Employment Agreement ”), Mr. Abrams will serve as Chief Financial Officer of the Company for a one-year term, which term shall be automatically extended thereafter for successive one-year terms, until terminated in accordance with the terms of the Employment Agreement. The Employment Agreement provides that Mr. Abrams will receive an annual base salary (“ Base Salary ”) in the amount of $325,000, subject to an initial period rate of 50% of the Base Salary until the earlier of (i) a Qualified Financing, as defined in the Employment Agreement; or (ii) February 1, 2025, which date may be extended by mutual agreement of Mr. Abrams and the Company. 77 Table of Contents The Employment Agreement further provides for (i) a grant, pursuant to the terms of the Company’s 2021 Omnibus Incentive Plan (the “ Plan ”), of 50,000 stock options at an exercise price equal to the closing price of the Company’s common stock on the date announcing the closing of the aforementioned Qualified Financing (the “ Options ”) at such time as of the aforementioned Qualified Financing occurs, which Options shall vest over a three-year period; (ii) an annual bonus in the amount of up to 40% of the Base Salary amount, to be determined at the discretion of executive management and subject to approval by the Compensation Committee of the Board of Directors of the Company; (iii) reimbursement of reasonable business expenses; and (iv) eligibility to participate in customary benefits offered to other executives of the Company. The Employment Agreement also contains certain non-competition, non-solicitation and confidentiality provisions. Casper Employment Agreement On December 1, 2025, the Company entered into an employment agreement (the “ Casper Employment Agreement ”) with Joseph M. Casper pursuant to which Mr. Casper serves as the Company’s Chief Operating Officer. The Casper Employment Agreement provides for an initial one-year term beginning December 1, 2025, which will automatically renew for successive one-year periods unless earlier terminated or either party provides at least sixty (60) days’ notice of non-renewal. Under the Casper Employment Agreement, Mr. Casper is entitled to an annual base salary of $250,000 and is eligible to receive an annual performance bonus of up to 25% of his base salary based on performance milestones to be agreed upon with the Company’s Chief Executive Officer. The Casper Employment Agreement also provides for a grant of 100,000 stock options under the Company’s 2021 Omnibus Incentive Plan at an exercise price of $2.39 per share, vesting in approximately equal installments after six months, December 1, 2026, and December 1, 2027, with accelerated vesting upon a change in control. Mr. Casper is also eligible to participate in the Company’s benefit plans available to its executives, is entitled to three weeks of annual vacation, and is eligible for reimbursement of reasonable business expenses. If Mr. Casper’s employment is terminated by the Company without cause after the three-month anniversary of the agreement, he will be entitled to severance equal to two months of base salary, increasing by one-half month for each additional month of service up to a maximum of six months, subject to his execution of a release of claims. The Casper Employment Agreement also contains customary confidentiality, intellectual property assignment, non-competition and non-solicitation provisions. Outstanding Equity Awards at 2025 Fiscal Year End There were no shares of Common Stock underlying outstanding equity incentive plan awards for any Named Executive Officer as of December 31, 2025. Health, Welfare and Retirement Plans We do not maintain a 401(k) defined contribution plan or any other employee benefit plans or programs. Clawback Our Board adopted the NRx Pharmaceuticals, Inc. Compensation Recovery Policy (the “ Clawback Policy ”), on November 20, 2023. The Clawback Policy is designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The Clawback Policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a Financial Reporting Measure (as defined in the Clawback Policy) is subject to recoupment. A copy of the Clawback policy is filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 29, 2024. 78 Table of Contents Potential Payments upon Termination or Change in Control Javitt Consulting Agreement The Company may terminate the Javitt Consulting Agreement without prior notice immediately upon a termination for Cause. Dr. Javitt may terminate the Javitt Consulting Agreement upon 30 days’ notice at any time and for any reason. Upon termination of Javitt Consulting Agreement, the Company will pay Dr. Javitt any consulting fees and expenses that have been accrued but not yet paid. “Cause” is defined in the Javitt Consulting Agreement as: (i) Dr. Javitt’s gross negligence or willful misconduct, or willful and continued failure to substantially perform his duties (other than due to physical or mental illness or incapacity), which, in either case, causes material injury to the reputation or business of the Company; (ii) Dr. Javitt’s conviction of, or plea of guilty or nolo contendere to, a felony or other crime; (iii) Dr. Javitt’s fraud or embezzlement or other material misuse of funds or property belonging to the Company; or (iv) any material breach by Dr. Javitt under the Javitt Consulting Agreement subject to a 10 day notice and cure period (if reasonably capable of cure). Abrams Employment Agreement In the event Mr. Abrams’ employment is terminated by either party for any reason, Mr. Abrams will be entitled to: (i) any earned but unpaid Base Salary earned during his employment and applicable to all pay periods prior to the termination date; (ii) any unreimbursed business expenses properly incurred; and (iii) any employee benefits to which Mr. Abrams may be entitled under the Company’s employee benefit plans or programs which Mr. Abrams participates as of the date of termination of Mr. Abrams’ employment. If Mr. Abrams’ employment is terminated other than for Cause within three months of employment, subject to certain conditions set forth in the Employment Agreement (including the execution and non-revocation of a general release of claims), the Company shall provide Mr. Abrams with severance pay equal to the Base Salary for a period of 60 days from the date of termination. If Mr. Abrams’ employment is terminated other than for Cause after three months of employment, subject to certain conditions set forth in the Employment Agreement (including the execution and non-revocation of a general release of claims), the Company shall provide Mr. Abrams with (i) severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination from the date of termination through three months if in the first 90 days of employment, plus one month every two months of further employment, up to a total of 6 months; and (ii) the immediate vesting of all unvested equity compensation. Equity Incentive Awards Pursuant to the Omnibus Plan, in the event of a Change in Control (as defined in the Omnibus Plan): (i) if the acquirer or successor company in such Change in Control has agreed to provide for the substitution, assumption, exchange or other continuation of the stock options, then, if the Named Executive Officer’s employment with or service to the Company is terminated by the Company without Cause (as defined in the Omnibus Plan) (and other than due to death or disability) on or within 24 months following a Change in Control, then all of the Named Executive Officer’s options will become immediately exercisable; (ii) if the acquirer or successor company in such Change in Control has not agreed to provide for the substitution, assumption, exchange or other continuation of the options, all options held by the Named Executive Officer will become immediately exercisable; and (iii) the Committee (as defined in the Omnibus Plan) may cancel any outstanding options in exchange for cash, securities or other property equal to the value of such canceled options. Equity Compensation Plan Information The following table provides certain aggregate information with respect to our equity compensation plans in effect as of December 31, 2025. Plan Type Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of shares of common stock remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders(1) 587,355 (2)(3) $ 6.10 - Equity compensation plans not approved by security holders - - - (1) Includes awards granted pursuant to the Omnibus Plan. 79 Table of Contents (2) As of December 31, 2025, there were 1,050,509 shares of Common Stock authorized for issuance pursuant to awards under the Omnibus Plan. Pursuant to the terms of the Omnibus Plan, the number of shares available for issuance thereunder will automatically increase each fiscal year beginning with the year ended December 31, 2022 and ending with fiscal year 2031 by the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year on a fully diluted basis assuming that all shares available for issuance under the Omnibus Plan are issued and outstanding, or (b) such number of shares determined by the Board. (3) Excludes rights outstanding under the 2016 Omnibus Incentive Plan. As of December 31, 2025, there were 70,168 securities to be issued upon exercise of outstanding options, warrants and rights pursuant to our 2016 Omnibus Incentive Plan, with a weighted-average exercise price of $31.22 per share, which were assumed by Big Rock Partners Acquisition Corporation and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share in connection with the May 2021 merger. No further grants or awards will be made under the 2016 Omnibus Incentive Plan. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information Option grants to employees, executive officers and non-employee directors are made by the Compensation Committee under the Omnibus Plan from time to time, as determined by the Committee. The Compensation Committee does take material non-public information into account when determining the timing and terms of stock awards, in that if the Company determines that it is in possession of material non-public information on an anticipated grant date, the Compensation Committee expects to defer the grant until a date on which the Company is not in possession of material non-public information. The Company does not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. For all stock option awards, the exercise price is the closing price of our common stock on Nasdaq on the last trading day preceding the grant date. It has been the practice of our compensation committee over the previous years to review our results following the end of a fiscal year, review our financial plan and strategy for the current fiscal year, and, based on those reviews, grant refresh equity awards that could include stock options to our Named Executive Officers. Additionally, our compensation committee approves the granting of equity awards in connection with the commencement of employment or promotion of our Named Executive Officers, and from time to time as determined appropriate by our compensation committee. At times but infrequently, our compensation committee’s standard grant practices may result in a grant of stock options that coincide with a period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Accordingly, we have included all shares of Common Stock issuable to such person upon the exercise of warrants or options currently exercisable or exercisable within 60 days of the date hereof. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock and preferred stock. Except as indicated in the footnotes to the table, each of the stockholders listed below has sole voting and investment power with respect to the shares of Common Stock owned by such stockholders. Unless otherwise noted, the address of each beneficial owner is c/o NRx Pharmaceuticals, Inc., 1201 Orange Street, Suite 600 Wilmington, Delaware 19801. 80 Table of Contents The beneficial ownership of our Common Stock is based on 33,067,630 shares of Common Stock issued and outstanding as of March 23, 2026. Name and Address of Beneficial Owners Amount and Nature of Beneficial Ownership Percent of Class Directors and Named Executive Officers Michael Abrams(1) 16,667 * Patrick J. Flynn(3) 168,107 * Chaim Hurvitz(4) 247,504 * Jonathan Javitt(5) 1,563,509 4.7 % Dennis McBride, Ph.D.(6) 19,294 * Michael Taylor(7) 9,374 * Joseph Casper(9) - * All Executive Officers and Directors as a Group (7 persons) 2,024,455 6.1 % 5%+ Stockholders B Group Capital LLC(8) 3,000,000 9.1 % * Indicates less than 1% (1) Includes vested options to purchase up to 16,667 shares of Common Stock. Excludes options to purchase up to 33,333 shares of Common Stock subject to unsatisfied time-based vesting conditions. (2) Includes options to purchase up to 10,000 shares of Common Stock, which are vested. (3) Consists of (i) 36,234 shares of Common Stock held by Nash-Flynn Investments, LLC, (ii) 8,042 shares of Common Stock held by the Whitney Pritchard Nash Flynn 2010 Trust and the Lindsay Pritchard Nash Flynn 2010 Trust, (iii) 88,256 shares of Common Stock issuable upon exercise of fully vested warrants held by the Whitney Pritchard Nash Flynn 2010 Trust and the Lindsay Pritchard Nash Flynn 2010 Trust, (iv) 175 shares of Common Stock held by Patrick J. Flynn, and (v) options to purchase up to 35,400 shares of Common Stock, which are vested. Excludes options to purchase up to 31,240 shares of Common Stock subject to unsatisfied time-based vesting conditions. Patrick J. Flynn is the owner of Nash-Flynn Investments, LLC and trustee of the Whitney Pritchard Nash Flynn 2010 Trust and the Lindsay Pritchard Nash Flynn 2010 Trust. (4) Consists of (i) 143,635 shares of Common Stock held by Shirat HaChaim Ltd., (ii) 20,845 shares of Common Stock held by CH Health-Private Venture Capital Ltd, (iii) 57,000 shares of Common Stock held by Chaim Hurvitz individually, and (iv) options to purchase up to 26,024 shares of Common Stock, which are fully vested. Excludes options to purchase up to 15,626 shares of Common Stock subject to unsatisfied time-based vesting conditions. Chaim Hurwitz is the owner of Shirat HaChaim Ltd. and CH Health-Private Venture Capital Ltd. (5) Consists of (i) 1,260,000 shares of Common Stock held by the Jonathan Javitt Living Trust, (ii) 142,000 shares of Common Stock held by The Javitt 2012 Irrevocable Dynasty Trust (the “ Javitt Dynasty Trust ”), (iii) 84,634 shares of Common Stock held by Jonathan Javitt individually, (iv) 30,000 shares of Common Stock held by the Jonathan Javitt Donor Advised Fund, and (v) options to purchase up to 46,875 shares of Common Stock, which are fully vested. Excludes options to purchase up to 78,125 shares of Common Stock subject to unsatisfied time-based vesting conditions. Jonathan Javitt, M.D., M.P.H. is the trustee of the Jonathan Javitt Living Trust and the primary advisor of the Jonathan Javitt Donor Advised Fund. Dr. Javitt is not a trustee or beneficiary of the Javitt Dynasty Trust, and no beneficiary of the Javitt Dynasty Trust resides in Dr. Javitt’s household. Dr. Javitt disclaims beneficial ownership of the securities held by the Javitt Dynasty Trust. (6) Consists of options to purchase options to purchase up to 19,294 shares of Common Stock, which are fully vested. Excludes options to purchase up to 15,626 shares of Common Stock subject to unsatisfied time-based vesting conditions. (7) Includes options to purchase up to 9,374 shares of Common Stock, which are vested. Excludes options to purchase up to 15,626 shares of Common Stock subject to unsatisfied time-based vesting conditions. 81 Table of Contents (8) Based on the Schedule 13G filed jointly by The B Group, Inc., B Group Capital LLC and Branden B. Muhl with the SEC on August 21, 2025, the holdings consist of an aggregate of 3,000,000 shares of Common Stock held by B Group Capital LLC. The B Group, Inc. serves as investment adviser to B Group Capital LLC. Mr. Muhl is the controlling person and manager of The B Group, Inc. and B Group Capital LLC, respectively. In such capacities, The B Group, Inc. and Mr. Muhl may each be deemed to beneficially own the shares of Common Stock held by B Group Capital LLC. The principal business address of The B Group, Inc. is 2900 McKinnon Street, Suite 1101, Dallas, Texas 75201. The principal business address of each of B Group Capital LLC and Mr. Muhl is c/o The B Group, Inc., 2900 McKinnon Street, Suite 1101, Dallas, Texas 75201. (9) Excludes options to purchase up to 100,000 shares of Common Stock subject to unsatisfied time-based vesting conditions. Item 13. Certain Relationships and Related Transactions, and Director Independence The following includes a summary of transactions since January 1, 2025 to which we have been a party in which the amount involved exceeded or will exceed $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than transactions that are described under the “ Executive Compensation ” section of this Annual Report on Form 10-K. We also describe below certain other transactions with our directors, executive officers and stockholders. Procedures with Respect to Review and Approval of Related Person Transactions Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests (or the perception of such conflicts of interest). We have adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held Common Stock that is listed on Nasdaq. Under the policy, our legal department is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy. If the legal department determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our general counsel will be required to present to the Audit Committee all relevant facts and circumstances relating to the related person transaction. The Audit Committee will be required to review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of the our code of business conduct and ethics, and either approve or disapprove the related person transaction. If advance Audit Committee approval of a related person transaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the Audit Committee, subject to ratification of the transaction by the Audit Committee at the Audit Committee’s next regularly scheduled meeting; provided , that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a transaction was not initially recognized as a related person transaction, then, upon such recognition, the transaction will be presented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then-current related person transactions. No director will be permitted to participate in approval of a related person transaction for which he or she is a related person. Support Services We license patents owned by Glytech, LLC, which is solely owned by Daniel C. Javitt, the brother of Jonathan Javitt, the Chairman and Chief Scientist of the Company. For the years ended December 31, 2025 and 2024, we paid Glytech, LLC $0 and $0.3 million, respectively, for continuing research and development, technology support services and reimbursed expenses. These support services are ongoing. In addition, we pay Zachary Javitt, the son Jonathan Javitt, on an hourly basis for services related to website, information technology 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. For the years ended December 31, 2025 and 2024, we paid Zachary Javitt a total of $0.2 million and $0.2 million, 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. 82 Table of Contents Item 14. Principal Accountant Fees and Services Weinberg & Company, P.A. (“ Weinberg ”) served as our independent auditor for the year ended December 31, 2025. Salberg & Company, P.A (“ Salberg ”) served as our independent auditor for the years ended December 31, 2024 and December 31, 2023. The Company also incurred certain fees during the years ended December 31, 2024 and December 31, 2023 for audit services rendered by KPMG LLP. The Company incurred the following fees from Salberg and KPMG LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2024 and from Weinberg and Salberg during the years ended December 31, 2025: For the year ended December 31 2025 2024 Audit fees, KPMG LLP(1) $ - $ 218,000 Audit fees, Salberg and Company(1) 98,000 250,000 Audit fees, Weinberg & Company, P.A. (1) 150,000 — Audit-related fees, Salberg and Company (2) — — Audit-related fees, Weinberg & Company, P.A. (2) 76,000 — Tax fees(3) — — All other fees(4) — — Total fees $ 324,000 $ 468,000 (1) Audit fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the consolidated financial statements included in quarterly reports, services rendered in connection with the May 2021 merger and follow-on public offering, and additional public offerings. (2) Audit-related fees billed in 2025 consist of fees for professional services rendered by Weinberg in connection with the audit of Dura Medical, LLC that was covered by the Company. The were no audit-related fees billed in 2024. (3) There were no tax-related fees billed in 2025 and 2024. (4) There were no other fees billed in 2025 and 2024. Audit Committee Pre-Approval Policy and Procedures Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation, and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee (or the chair if such approval is needed on a time urgent basis) pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm. These services include audit services, audit-related services, tax services and other services. 83 Table of Contents Item 15. Exhibits Incorporate by Reference Exhibit Exhibit Number Description Form Exhibit Filing Date Filed Herewith 1.1 At The Market Offering Agreement, dated August 14, 2023, by and between the Company and H.C. Wainwright & Co., LLC 8-K 1.1 08/14/2023 1.2 Underwriting Agreement, dated February 27, 2024, by and between NRx Pharmaceuticals, Inc. and EF Hutton LLC 8-K 1.1 02/28/2024 3.1 Second Amended and Restated Certificate of Incorporation 8-K 3.1 5/28/2021 3.2 Second Amended and Restated By-Laws 8-K 3.2 5/28/2021 3.3 Certificate of Designation of Series A Convertible Preferred Stock 8-K 3.1 9/01/2023 4.1 Warrant Agreement, dated as of November 20, 2017, by and between BRPA and Continental Stock Transfer & Trust Company 8-K 4.2 11/22/2017 4.2 Form of Unit Purchase Option, dated November 20, 2017, with EarlyBirdCapital, Inc. and its designees 8-K 4.3 11/22/2017 4.3 Common Stock Purchase Warrant, dated March 9, 2023 by and between NRX Pharmaceuticals, Inc. and Purchasers 8-K/A 4.1 3/14/2023 4.4 Form of Investor Warrant 8-K/A 4.1 6/07/2023 4.5 Form of Warrant Amendment Agreement 8-K/A 4.2 6/07/2023 4.6 Form of Investor Warrant 8-K 4.1 9/01/2023 4.7 Form of Underwriter’ s Warrant 8-K 4.1 2/28/2024 4.8 Description of Capital Stock 10-K 4.8 3/29/2024 4.9 Form of Common Stock Purchase Warrant 10-K 4.9 3/29/2024 4.10 Form of Senior Secured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement 8-K 4.1 8/14/2024 4.12 Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement 8-K 4.2 8/14/2024 4.13 Form of Common Stock Purchase Warrant to be issued pursuant to that certain Securities Purchase Agreement, dated January 27, 2025. 8-K 4.3 1/29/2025 4.14 Form of Consideration Warrant to be issued pursuant to that certain Consent and Waiver Agreement, dated January 27, 2025. 8-K 4.4 1/29/2025 84 Table of Contents 10.1 Form of Securities Purchase Agreement, dated as of August 19, 2021, by and among the Company and the Selling Securityholders. 8-K 10.1 8/24/2021 10.2 Form of Preferred Investment Options, dated as of August 23, 2021, by and among the Company and the Selling Securityholders. 8-K 10.2 8/24/2021 10.3 Form of Registration Rights Agreement, dated as of August 19, 2021, by and among the Company and the Selling Securityholders. 8-K 10.3 8/24/2021 10.4 Form of Lock-Up Agreement, dated as of August 19, 2021, by and among the Company, Jonathan Javitt and Daniel Javitt. 8-K 10.4 8/24/2021 10.5 Stock Escrow Agreement, dated November 20, 2017, between BRPA, Big Rock Partners Sponsor, LLC and Continental Stock Transfer & Trust Company 8-K 10.2 11/22/2017 10.6 Registration Rights Agreement among BRPA and Big Rock Partners Sponsor, LLC 8-K 10.3 11/22/2017 10.7 Agreement, dated November 17, 2018, among BRPA, Big Rock Partners Sponsor, LLC and BRAC Lending Group LLC 8-K 10.1 11/20/2018 10.8 Stock Escrow Agent Letter, dated November 17, 2018 8-K 10.2 11/20/2018 10.9 Registration Rights Assignment Agreement, dated November 17, 2018 8-K 10.3 11/20/2018 10.10 Amendment to the Stock Escrow Agreement, dated May 24, 2021, among BRPA, Continental Stock Transfer & Trust Company, and the stockholder parties thereto 8-K 10.6 5/28/2021 10.11 Lock-up Agreement, dated May 24, 2021, by and between BRPA and the stockholder parties identified therein 8-K 10.7 5/28/2021 10.12 Registration Rights Agreement, dated May 24, 2021, by and among NRx Pharmaceuticals, Inc., certain equityholders of the Registrant named therein and certain equityholders of NeuroRx named therein 8-K 10.8 5/28/2021 10.13 Sponsor Agreement, dated May 24, 2021, by and among BRPA, the Big Rock Partners Sponsor, LLC, and BRAC Lending Group LLC 8-K 10.9 5/28/2021 10.14 NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan S-4 10.22 5/21/2021 10.15 Form of Subscription Agreement 8-K 10.1 3/15/2021 10.16 Development and License Agreement, dated as of May 2, 2016, between Glytech LLC and NeuroRx S-4 10.24 5/21/2021 10.17 Amendment to Development and License Agreement, dated as of October 19, 2016, between Glytech LLC and NeuroRx S-4 10.25 5/21/2021 10.18 Second Amendment to Amended and Restated Development and License Agreement, dated as of June 13, 2018, between Glytech LLC and NeuroRx S-4 10.26 5/21/2021 10.19 Third Amendment to Amended and Restated Development and License Agreement, dated as of April 16, 2019, between Glytech LLC and NeuroRx S-4 10.27 5/21/2021 10.20 Fourth Amendment to Amended and Restated Development and License Agreement, dated as of December 31, 2020, between Glytech LLC and NeuroRx S-4 10.28 5/21/2021 10.21 Exclusive License Agreement, dated as of April 16, 2019, by and between NeuroRx and Sarah Herzog Memorial Hospital Ezrat Nashim S-4 10.29 5/21/2021 85 Table of Contents 10.22 License and Option Agreement, dated as of September 1, 2020, between The Research Foundation For The State University of New York and NeuroRx S-4 10.30 5/21/2021 10.23 Binding Collaboration Agreement, dated as of September 18, 2020, between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery Aktiengesellschaft and NeuroRx S-4 10.31 5/21/2021 10.24 Exclusive Distribution Agreement, dated as of September 25, 2020, between NeuroRx and Cardinal Health 105, Inc. S-4 10.32 5/21/2021 10.25 Executive Employment Agreement, dated May 20, 2015, between NeuroRx and Jonathan C. Javitt S-4 10.33 5/21/2021 10.27 Amendment to “ Work for Hire ” Agreement, dated as of October 23, 2016, between NeuroRx and 20REBes Consulting LLC - Robert Besthof S-4 10.35 5/21/2021 10.29 Feasibility Study and Material Transfer Agreement, dated as of January 6, 2021, by and between NeuroRx and TFF Pharmaceuticals, Inc. S-4 10.37 5/21/2021 10.30 Manufacturing Supply Agreement, dated as of August 25, 2020, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation S-4 10.38 5/21/2021 10.31 Amendment #1 to Manufacturing Supply Agreement, dated as of September 2, 2020, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation S-4 10.39 5/21/2021 10.32 Amendment #2 to Manufacturing Supply Agreement, dated as of November 5, 2020, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation S-4 10.40 5/21/2021 10.33 Amendment #3 to Manufacturing Supply Agreement, dated as of February 5, 2021, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation S-4 10.41 5/21/2021 10.34 Share Subscription Facility Agreement, dated as of October 18, 2019, among NeuroRx, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited S-4 10.42 5/21/2021 10.35 Common Stock Purchase Warrant dated March 28, 2021 S-4 10.43 5/21/2021 10.36 Clinical Trial Participation Agreement, dated as of December 17, 2020, by and between Quantum Leap Health Care Collaborative and NeuroRx S-4 10.44 5/21/2021 10.38 Voting Agreement by and between Jonathan Javitt and Daniel Javitt 8-K 10.34 5/28/2021 10.39 Statement of Work, dated July 26, 2021, between Pilltracker Ltd. and NeuroRx, Inc. 10-Q 10.1 11/15/2021 10.40 Form of Securities Purchase Agreement, dated as of January 30, 2022, by and among the Company and the Purchasers. 8-K 10.1 2/03/2022 10.41 Form of Preferred Investment Options, dated as of February 2, 2022, by and among the Company and the holders. 8-K 10.2 2/03/2022 10.42 Form of Registration Rights Agreement, dated as of January 30, 2022, by and among the Company and the Purchasers. 8-K 10.3 2/03/2022 10.43 Form of Placement Agent Preferred Investment Option, dated as of February 2, 2022 by and among the Company and H.C. Wainwright & Co., LLC. 8-K 10.4 2/03/2022 10.44 Consulting Agreement, dated March 8, 2022, by and between the Company and Dr. Jonathan Javitt 8-K 10.1 3/09/2022 86 Table of Contents 10.46 Executive Employment Agreement, dated June 13, 2022, by and between NRx Pharmaceuticals, Inc. and Seth Van Voorhees 10-Q 10.1 8/15/2022 10.47 Share Purchase Agreement, dated November 4, 2022, by and between NRx Pharmaceuticals, Inc. and Streeterville Capital, LLC 8-K 10.1 11/09/2022 10.48 Form of Note, dated November 4, 2022, by and between NRX Pharmaceuticals, Inc. and Streeterville Capital, LLC 8-K 10.2 11/09/2022 10.49 Form of Guarantee, dated November 4, 2022, by and between NeuroRx, Inc. and Streeterville Capital, LLC 8-K 10.3 11/09/2022 10.50 Settlement Agreement by and between Relief Therapeutics Holding AG, Relief Therapeutics International SA, NeuroRx, Inc. and NRX Pharmaceuticals, Inc., dated November 12, 2022. 10-K/A 10.54 5/01/2023 10.51 Asset Purchase Agreement by and between Relief Therapeutics Holding AG, Relief Therapeutics International SA, NeuroRx, Inc. and NRX Pharmaceuticals, Inc., dated November 12, 2022. 10-K/A 10.55 5/01/2023 10.52 Share Purchase Agreement, dated March 8, 2023, by and between NRx Pharmaceuticals, Inc. and Purchasers 8-K/A 10.1 3/14/2023 10.53+ Pill Tracker Supplemental Task Order, dated November 15, 2021. 10-K 10.46 3/31/2022 10.54 Amendment to Consulting Agreement, dated March 29, 2023, by and between the Company and Dr. Jonathan Javitt. 10-K 10.55 3/29/2024 10.55+ Development and License Agreement, dated as of June 2, 2023, by and among the Company and Alvogen.* 8-K 10.1 6/05/2023 10.56 Form of Securities Purchase Agreement 8-K/A 10.1 6/07/2023 10.57 Lock-Up Agreement 8-K/A 10.2 6/07/2023 10.58 Amendment to Convertible Promissory Note, dated June 30, 2023, by and between NRx Pharmaceuticals, Inc. and Streetervillle Capital LLC. 10-Q 10.1 8/14/2023 10.59 Confidential Settlement Agreement and Release, dated July 17, 2023, by and between NRx Pharmaceuticals, Inc., NeuroRx, Inc., GEM Yield Bahamas Limited and GEM Global Yield LLC SCS 10-K 10.60 3/29/2024 10.60 Form of Securities Purchase Agreement 8-K 10.1 9/01/2023 87 Table of Contents 10.61 Client Agreement, dated August 31, 2023, by and between NRx Pharmaceuticals, Inc. and LS Associates, a division of LifeSci Advisors, LLC Associates. 8-K 10.1 9/14/2023 10.62 First Amendment to NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan 8-K 10.1 12/29/2023 10.63 First Amendment to Exclusive, Global Development, Supply, Marketing & License Agreement, dated February 7, 2024, by and between NRx Pharmaceuticals, Inc., Alvogen Pharma US, Inc., Alvogen, Inc. and Lotus Pharmaceutical Co. Ltd. 10-K 10.64 3/29/2024 10.64 Amendment #3 to Convertible Promissory Note, dated February 9, 2024, by and between NRx Pharmaceuticals, Inc. and Streetervillle Capital LLC. 8-K 10.1 2/14/2024 10.65 Form of Securities Purchase Agreement, dated February 29, 2024 10-K 10.66 3/29/2024 10.66 Securities Purchase Agreement, dated August 12, 2024, between NRx Pharmaceuticals, Inc. and the other parties signatory thereto 8-K 10.1 8/14/2024 10.67 Form of Security Agreement to be entered into by and among NRx Pharmaceuticals, Inc. and the other parties signatory thereto 8-K 10.2 8/14/2024 10.68 Form of Patent Security Agreement, to be entered into by and among NRx Pharmaceuticals, Inc. and the other parties signatory thereto 8-K 10.3 8/14/2024 10.69 Form of Registration Rights Agreement to be entered into by and among NRx Pharmaceuticals, Inc. and the parties signatory thereto 8-K 10.4 8/14/2024 10.70 Form of Subsidiary Guarantee to be entered into by and among NRx Pharmaceuticals, Inc. and the purchasers signatory thereto 8-K 10.5 8/14/2024 10.71 Settlement Agreement and Release of Claims, dated August 12, 2024, between the Company and Streeterville Capital, LLC. 8-K 10.6 8/14/2024 10.72 Employment Agreement between Michael Abrams and NRx Pharmaceuticals, Inc., dated November 18, 2024 8-K 10.1 11/20/2024 10.73 Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC 8-K 10.1 1/10/2025 10.74+ Securities Purchase Agreement, dated January 27, 2025, by and among the Company and the purchaser signatories thereto. 8-K 10.2 1/29/2025 10.75 Consent and Waiver Agreement, dated January 27, 2025, by and among the Company and the signatories thereto. 8-K 10.3 1/29/2025 10.76 Form of Amended and Restated Securities Purchase Agreement, dated as of January 28, 2025, by and among the Company and the Investor. 8-K 10.1 2/3/2025 10.77 Form of Second Amended and Restated Securities Purchase Agreement, dated as of February 3, 2025, by and among the Company and the Investor. 8-K 10.2 2/3/2025 10.78 Form of Securities Purchase Agreement, dated August 18, 2025 8-K 10.1 08/18/2025 10.79 Form of Lock-Up Agreement, dated August 18, 2025 8-K 10.2 08/18/2025 10.80 Asset Purchase and Contribution Agreement 10-Q 10.6 05/15/2025 10.81 Employment Agreement between Joseph Casper and NRx Pharmaceuticals, Inc. dated December 1, 2026 X 14.1 NRx Pharmaceuticals, Inc. Code of Conduct 10-K/A 14.1 4/29/2024 16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated November 21, 2023 8-K/A 16.1 11/22/2023 19.1 NRx Pharmaceuticals, Inc. Securities Trading Policy X 23.1 Consent of Independent Registered Accounting Firm X 23.2 Consent of Independent Registered Accounting Firm X 24.1 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K). X 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 88 Table of Contents 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 NRx Pharmaceuticals, Inc. Compensation Recovery Policy 10-K 97.1 3/29/2024 101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) + Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulations S-K. The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon request. † This certification is being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 89 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NRX PHARMACEUTICALS, INC. Date: March 23, 2026 By: /s/ Jonathan Javitt Chairman and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan Javitt and Michael Abrams and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Jonathan Javitt Chairman and Chief Executive Officer March 23, 2026 Jonathan Javitt (Principal Executive Officer) /s/ Michael Abrams Chief Financial Officer March 23, 2026 Michael Abrams (Principal Financial Officer and Principal Accounting Officer) /s/ Patrick J. Flynn Director March 23, 2026 Patrick J. Flynn /s/ Chaim Hurvitz Director March 23, 2026 Chaim Hurvitz /s/ Dennis McBride Director March 23, 2026 Dennis McBride /s/ Michael Taylor Director March 23, 2026 Michael Taylor 90