What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 587 added, 1111 removed, 843 unchanged (67% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

3 unchanged sentences

Prepaid expense and other current assets

Subscription receivable

Total current assets

2 unchanged sentences

Right-of-use asset - related party, net

Intangible assets, net

Intangible assets, net (provisional)

Goodwill (provisional)

$ 11,903 $ 12,956

4 unchanged sentences

Accrued and other current liabilities

11,280 11,337

Accrued clinical site costs

Convertible note payable and accrued interest, current

Insurance loan payable

Warrant liabilities

3 unchanged sentences

25,176 28,578

Convertible note payable and accrued interest, long term

Lease liability, noncurrent

6 unchanged sentences

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

0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

0 shares issued and outstanding as of March 31, 2026 and December 31, 2025

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

27,682,530 and 14,591,505 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

33,471,315 and 31,734,333 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

10 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Net patient service revenue

$ 242 $ - $ 242 $ -

Operating expense:

Operating expenses:

Cost of patient services

Research and development

1,429 611 3,219 5,163

Selling, general and administrative

2,808 2,409 8,492 10,903

Depreciation and amortization

Settlement (income) expense

Settlement expense (income)

Total operating expenses

4,266 3,022 11,842 16,070

Loss from operations

( 4,024 ) ( 3,022 ) ( 11,600 ) ( 16,070 )

Other (income) expense:

Other expenses (income):

Interest income

( 2 ) ( 6 ) ( 8 ) ( 40 )

Interest expense

Change in fair value of convertible notes payable

1,502 ( 1,355 ) 8,032 ( 1,014 )

Change in fair value of warrant liabilities

4,963 ( 165 ) 8,481 ( 174 )

Loss on issuance of Registered Direct Offering

Loss on Consideration Shares and Warrants

Convertible note default penalty

Loss on convertible note conversions

772 127 4,239 127

Gain on exercise of warrant liabilities

( 5,369 ) - ( 5,369 ) -

Total other expense (income)

1,866 ( 1,399 ) 17,382 ( 22 )

$ ( 5,890 ) $ ( 1,623 ) $ ( 28,982 ) $ ( 16,048 )

Comprehensive loss:

Change in fair value of convertible note attributed to credit risk

Other comprehensive loss

Comprehensive loss

$ ( 5,890 ) $ ( 1,626 ) $ ( 28,982 ) $ ( 16,051 )

Income from equity method investment

Total other expense (income), net

Net loss per share:

Basic and diluted

$ ( 0.27 ) $ ( 0.15 ) $ ( 1.54 ) $ ( 1.59 )

Weighted average Common Stock outstanding:

Basic and diluted

22,231,178 10,973,697 18,881,968 10,108,859

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

2 unchanged sentences

(in thousands, except share data)

Series A Preferred Additional

Series A Preferred

Preferred Stock

1 unchanged sentence

Stockholders’

Income (Loss)

Balance – December 31, 2025

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

Stock-based compensation

— — — — — — 12 — — 12

Shares issued as repayment of principal and interest for convertible note

— — — — 1,009,518 1 2,939 — — 2,940

Shares issued with register direct offering, net of offering cost

— — — — 1,215,278 1 3,254 — — 3,255

Fair Value of warrants issued with registered direct offering

— — — — — — ( 3,255 ) — — ( 3,255 )

Amortization of prepaid offering costs

— — — — — — ( 7 ) — — ( 7 )

Shares issued as a result of repricing under VWAP

— — — — 303,819 — 629 — — 629

— — — — — — — ( 5,512 ) — ( 5,512 )

Balance - March 31, 2025

— $ — — $ — 7,120,120 $ 17 $ 258,607 $ ( 283,785 ) $ — $ ( 25,161 )

Common Stock issued in exchange for services

— — — — 75,000 — 150 — — 150

Stock-based compensation

— — — — — — 67 — — 67

Shares issued as repayment of principal and interest for convertible note

At-the-market “ATM” offering, net of offering costs of $ 81

— — — — 1,736,982 1 3,423 — — 3,424

1 unchanged sentence

— — — — — — ( 24 ) — — ( 24 )

ATM offering, net of offering costs of $ 26

— — — — 399,078 0 1,012 — — 1,012

— — — — — — — ( 17,581 ) — ( 17,581 )

Balance - June 30, 2025

— $ — — $ — 19,473,588 $ 19 $ 265,732 $ ( 301,366 ) $ — $ ( 35,615 )

Stock-based compensation

— — — — — — 151 — — 151

Common Stock issued as a result of exercise of warrants

— — — — — — — ( 1,430 ) — ( 1,430 )

ATM offering, net of offering costs of $ 110

— — — — 1,350,788 1 3,739 — — 3,740

Common Stock issued in exchange for services

— — — — 150,000 1 450 — — 451

Shares issued as repayment of principal and interest for convertible note

— — — — 877,193 1 2,218 — — 2,219

Shares issued with register direct offering, net of offering cost of $ 321

— — — — 3,959,999 4 6,209 — — 6,213

Amortization of prepaid offering costs

— — — — — — ( 28 ) — — ( 28 )

— — — — — — — ( 5,890 ) — ( 5,890 )

Balance - September 30, 2025

Balance – March 31, 2026

— $ — — $ — 33,471,315 $ 33 $ 294,476 $ ( 308,325 ) $ — $ ( 13,816 )

Series A Preferred Additional

Series A Preferred

Preferred Stock

Comprehensive

Stockholders’

1 unchanged sentence

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

Stock-based compensation

— — — — — — 242 — — 242

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 $ 48

— — — — 34,584 — 179 — — 179

Common Stock and warrants issued, net of issuance costs of $ 481

— — — — 575,000 1 1,343 — — 1,344

Common Stock and warrants issued in private placement

— — — — 270,000 — 1,027 — — 1,027

Warrants issued pursuant to the Alvogen Agreement amendment (see Note 9)

— — — — — — — — — —

Vesting of restricted stock awards

— — — — 57,500 — — — — —

Shares issued as repayment of principal and interest for convertible note

— — — — 1,009,518 1 2,939 — 2,940

— — — — — — — ( 6,528 ) — ( 6,528 )

Balance - March 31, 2024

— $ — — $ — 9,772,672 $ 10 $ 244,599 $ ( 259,675 ) $ ( 3 ) $ ( 15,069 )

Stock-based compensation

— — — — — — 97 — — 97

ATM offering, net of offering costs of $ 118

— — — — 247,868 — 1,228 — — 1,228

Common Stock and warrants issued, net of issuance costs of $ 494

— — — — 698,050 1 1,913 — — 1,914

Issuance of shares related to reverse stock split

Shares issued with register direct offering, net of offering cost

— — — — 1,215,278 1 3,254 — 3,255

Contract cost related to Alvogen termination (see Note 9)

Fair Value of warrants issued with register direct offering

— — — — — — ( 3,255 ) — ( 3,255 )

Amortization of prepaid offering costs

— — — — — — ( 7 ) — ( 7 )

Balance - June 30, 2024

Shares issued as a result of repricing under VWAP

— — — — 303,819 — 629 — 629

1 unchanged sentence

— — — — — — 12 — 12

ATM offering, net of offering costs of $ 31

— — — — — — — ( 5,512 ) ( 5,512 )

Common Stock issued in exchange for services

— — — — 20,000 — 37 — — 37

Shares issued as repayment of principal and interest for convertible note

— — — — 458,553 — 829 — — 829

Reclassification of AOCI upon settlement of Streeterville Note

— — — — — — — — 3 3

— — — — — — — ( 1,623 ) — ( 1,623 )

Balance - September 30, 2024

Balance - March 31, 2025

— $ — — $ — 17,120,120 $ 17 $ 258,607 $ ( 283,785 ) $ ( 25,161 )

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Stock-based compensation

Common Stock issued in exchange for services

Provision for credit losses

Change in fair value of warrant liabilities

1 unchanged sentence

Change in fair value of convertible promissory notes

8,032 ( 1,011 )

Loss on convertible note conversions

Gain on exercise of warrant liabilities

Loss on issuance of registered direct Common Stock

Loss on Consideration Shares and Warrants

Loss on equity method investments

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

Warrant issuance costs related to Alvogen termination

Convertible note default penalty

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable

Insurance loan payable

Operating lease liabilities

4 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Business acquisition, net of cash acquired

Cash used in investments

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of convertible note

Repayment of insurance note

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

( 350 ) ( 521 )

Proceeds from issuance of insurance loan

Proceeds from Anson convertible note, net

Proceeds from liability classified warrants

ATM offering, net of offering costs

1 unchanged sentence

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

Proceeds from issuance of Common Stock and warrants issued in private placement, net of issuance costs

Net cash provided by financing activities

1 unchanged sentence

( 1,084 ) 4,105

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

$ 6,713 $ 5,548

4 unchanged sentences

Issuance of Common Stock as principal and interest repayment for convertible notes

$ 11,142 $ 1,102

Issuance of Common Stock warrants as offering costs

Exercise of the warrants for subscription receivable

New right of use asset and lease liability $ 405 $ —

Amortization of deferred offering costs to additional paid-in capital

Conversion of Series A preferred stock into Common Stock

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

Business and Organization

NRx Pharmaceuticals, Inc.

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.

NRXP) (“NRx”, the “Company”, “we”, “us” or “our”) is a clinical-stage bio-pharmaceutical company which develops and expects to 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 that has been disclosed in detail in our annual filings.

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

NRX- 100 and NRX- 101 are in the process of submission for Food and Drug Administration (“ FDA ”) approval as follows:

An Abbreviated New Drug Application (“ANDA”) for NRX- 100 was filed, with priority review requested, during the third quarter of 2025.

After meeting with the FDA in August 2025, the Company re-filed the ANDA, following FDA notification of approval of a suitability petition for NRx’s proposed strength of preservative-free ketamine, KETAFREE TM .

On November 6, 2025, the Company received a communication from the FDA in which no significant deficiencies were identified in the revised filing.

This letter is consistent with the Company’s ambition to launch KETAFREE™ in Q1 2026.

The Company has additionally submitted a citizen petition seeking to have benzethonium chloride, a toxic preservative, removed from all current commercial presentations of ketamine.

A New Drug Application (“NDA”) for NRX- 100, originally initiated during the fourth quarter of 2024, is expected to be completed in the fourth quarter 2025.

This follows award of Fast Track Designation by the FDA for the Company’s expanded indication of “Treatment of Suicidal Ideation in Depression, including Bipolar Depression.” A key element of the Company’s PDUFA strategy has focused on obtaining data to confirm the ketamine efficacy seen in clinical trials conducted under governmental auspices in the US and France.

The Company has now arranged to submit Real World Efficacy Data drawn from 65,000 patients treated for depression with intravenous ketamine compared to 6,000 patients treated with intranasal S-ketamine, which will be submitted as part of the NDA.

An interim analysis drawn from the first 20,000 such patients suggests that IV ketamine may have a more rapid onset of action and larger magnitude of effect than nasal S-ketamine.

The Company has applied to receive a Commissioner’s National Priority Voucher (CNPV), which could significantly reduce review time.

The Company has completed all required manufacturing steps and demonstrated room temperature shelf stability to support a three year shelf life.

An NDA filing for NRX- 101 has been initiated with the submission of the Module 3 manufacturing file to the FDA.

The drug was previously awarded Breakthrough Therapy Designation and accordingly the Company is requesting rolling review from the NDA.

Breakthrough Therapy Designation is granted by the FDA to facilitate the development and expedite the review of drugs to treat serious conditions that address an unmet medical need and have demonstrated preliminary evidence of efficacy as determined by the FDA.

Based on current data, the Company aims to seek accelerated approval for use of NRX- 101 in patients with bipolar depression who exhibit suicidal ideation on currently approved medication.

In the third quarter, the Company was made aware of dramatic findings suggesting that low-dose D-cycloserine (the key ingredient in NRX- 101 ) may increase the antidepressant and antisuicidal effects of TMS by more than 2 -fold, as demonstrated in a randomized controlled trial and subsequently confirmed with real world experience and mechanistic studies.

Accordingly, the Company has filed a protocol with the FDA to test the use of low-dose NRX- 101 in conjunction with the one -day TMS protocol (ONE-D) that has been published in association with the FDA-cleared Ampa Health TMS device.

Should this study demonstrate safety and efficacy, it could represent a dramatic expansion of the market for NRX- 101 and have the potential to offer patients a rapid remission from severe depression and PTSD with a single day of treatment.

Millions of Americans are expected to be treated with TMS in coming years.

Success in this planned clinical trial would lead to a 2027 PDUFA date for this previously unanticipated indication.

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, 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.

After March 31, 2026, NRx founded two additional Florida-based subsidiaries:

NRx Defense Systems, Inc.

(NDS) and GeNeuro, Inc.

Historically, our drug development activities have focused on drugs that enhance neuroplasticity by modulating the N-methyl-D-aspartate (NMDA) receptor in the brain and nervous system, a neurochemical pathway that has been disclosed in detail in our annual filings.

As of March 31, 2026, NRx currently 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.

In February 2024, NRx incorporated HOPE Therapeutics with the intent of developing 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 Transcranial Magnetic Stimulation (TMS), hyperbaric therapy, digital therapeutics, and medication management.

During 2025, the Company developed the operating model for HOPE and made initial clinic acquisitions with funding from the B-Group.

HOPE generated its first clinical revenue in Q4 2025 and currently, as of March 31, 2026, operates in five locations in Florida.

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.

1 unchanged sentence

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

Subsequent to the third quarter, the Company completed the previously announced addition of Cohen and Associates, based in Sarasota, FL, 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.

On November 10, 2025, HOPE announced completion of clinical training on the Ampa Health TMS device and initiation of the ONE-D protocol at its Florida locations.

The ONE-D protocol has been reported in the peer-reviewed literature to achieve 87% response and 72% remission from severe depression at 6 weeks following a single day of TMS treatment, combined with D-cycloserine.

HOPE is the first clinical enterprise to offer this one -day treatment protocol in Florida and one of the first to offer this therapy nationwide.

Through the third quarter of 2025 and in the subsequent period, key achievements by the Company in support of its overall mission to improve and save the lives of patients affected by central nervous system disorders including suicidal depression, chronic pain, post-traumatic stress disorder and schizophrenia include the following:

Drug Development

Grant of fast-track designation for NRX- 100 from the FDA for all indications and types of depression and related disorders based on its potential to satisfy an unmet medical need.

This designation represents an approximately 10 -fold expansion of the addressable market to 13 million Americans, compared to the original fast track designation issued in 2017 for bipolar depression alone.

The designation letter contains a specific finding that NRX- 100 addresses an “unmet medical need.” This is a specific qualifying requirement for the Commissioner’s National Priority Voucher Program.

Re-filing of an ANDA for NRX- 100 (preservative-free intravenous ketamine) following an FDA notice of suitability of its suitability petition for NRx’s proposed strength of preservative-free ketamine, KETAFREE TM .

On November 6, 2025, the Company received a communication from the FDA that did not identify any major deficiencies in the revised ANDA submission, consistent with ANDA approval in Q2 2026.

Filing of Commissioner’s National Priority Voucher application for intravenous ketamine (NRX- 100 ).

Subsequently, the Company was invited to attend a closed-door listening session with the FDA Commissioner and senior staff.

Submission of stability data for NRX- 100 to the manufacturing data on file with the FDA sufficient to support three years of room temperature shelf stability for NRX- 100.

Submission of draft labeling for NRX- 100 in the treatment of suicidal depression based on the Fast Track Designation received.

Completion of a toxicology assessment of benzethonium chloride, documenting its lack of “Generally Recognized as Safe” (GRAS) status and lack of safety data to support its use in intravenous presentations of ketamine.

Filing of a Citizen Petition with the FDA to seek the removal of benzethonium chloride, a toxic preservative, from all ketamine products for intravenous administration.

Filing of a patent application for NRX- 100, the Company’s proprietary preservative-free formulation of intravenous ketamine.

Receipt of filing fee waiver from the FDA for NRX- 100.

Filing of module 3 manufacturing data to support an NDA for NRX- 101 in the treatment of patients with suicidal bipolar depression and akathisia despite treatment with already-approved medication.

Completed the acquisition of Dura and subsequent acquisition of an interest in Cohen.

Appointment of Dr.

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.

Completion of clinical training and First-in-Florida initiation of one -day depression treatment (ONE-D) utilizing D-cycloserine and the Ampa Health FDA-cleared TMS device.

Going Concern

The accompanying unaudited condensed 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 nine months ended September 30, 2025, the Company reported a net loss of approximately $ 29.0 million, used cash in operations of approximately $ 10.4 million, had an accumulated deficit of approximately $ 307.3 million.

As of September 30, 2025, the Company had cash and cash equivalents of $ 7.2 million and a working capital deficit of $ 28.6 million.

The Company generated initial patient service revenue of approximately $ 0.2 million during the quarter ended September 30, 2025, following the acquisition of Dura on September 8, 2025.

Management expects to continue incurring operating losses through at least the remainder of 2025 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.

As of September 30, 2025, the Company had $ 7.2 million in cash and cash equivalents.

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

The closing of the sales of these securities under the First RD Purchase Agreement occurred on or about January 29, 2025 ( the “First RD Closing Date”), resulting in net proceeds to the Company of approximately $ 3.255 million after transaction costs.

Concurrently with the sale of the First RD Shares, pursuant to the First RD Purchase Agreement the Company also sold to the investors unregistered Common Stock purchase warrants (the “First RD Warrants”) to purchase up to an aggregate of 1,215,278 shares of Common Stock (the “First RD Warrant Shares”), in a private placement.

Subject to certain beneficial ownership limitations, the RD Warrants are immediately exercisable upon issuance at an exercise price equal to $ 2.88 per share of Common Stock, subject to adjustments as provided under the terms of the RD Warrants and are exercisable for five years from the First RD Closing Date.

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 with the execution of the Second RD Purchase Agreement, the purchasers of the Second Registered Direct Offering 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.

Pursuant to the purchase agreement (the “Anson Purchase Agreement”) with Anson Investment Master Fund LP and Anson East Master Fund LP (collectively “Anson”), on January 28, 2025 ( the “Third Closing Date”), the Company sold a total of $ 5.4 million in Notes (as defined below) 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 Company intends to use the net proceeds from these transactions for general corporate purposes, including the funding of certain capital expenditures (See Note 10 and 12 ).

On September 30, 2025, 1,870,960 shares underlying Anson Warrants were exercised for cash proceeds of $ 3.09 million.

Because the exercise proceeds were received subsequent to September 30, 2025, the Company recorded a subscription receivable asset of $ 3.09 million as of September 30, 2025.

The exercise proceeds of $ 3.09 million were received on October 1, 2025.

On April 17, 2025, the Company reinstated its 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 three months ended September 30, 2025, the Company sold an aggregate of 1,350,788 shares of Common Stock for approximately $ 3.81 million, net of less than $ 0.1 million in offered costs.

During the nine months ended September 30, 2025, the Company sold an aggregate of 1,749,866 shares of Common Stock for approximately $ 4.85 million, net of $ 0.1 million in offering costs.

For more information regarding the Company’s at-the-market offering, please see Note 12, “Equity,” of these unaudited condensed consolidated quarterly financial statements.

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 and to finance submission of FDA NDAs for NRX- 100 and NRX- 101.

The Company additionally expects to continue to accrue revenue from clinical operations.

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

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

The sale of equity could result in additional dilution to the Company’s existing 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 condensed consolidated financial statements.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

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

Summary of Significant Accounting Policies

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

6 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and Going Concern

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

For the quarter ended March 31, 2026, the Company reported a net loss of approximately $ 1.4 million, used cash in operations of approximately $ 4.3 million, had a shareholders' deficit of approximately $ 13.8 million.

As of March 31, 2026, the Company had cash and cash equivalents of $ 6.7 million and a working capital deficit of $ 17.8 million.

The Company generated initial patient service revenue of approximately $ 1.1 million during the three months ended March 31, 2026, 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.

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

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

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

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

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

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

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

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

In addition, the Company's independent registered public accounting firm, in its report on the Company's consolidated financial statements for the year ended December 31, 2025, expressed substantial doubt about the Company's ability to continue as a going concern.

These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.

Use of Estimates

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

The most significant estimates in the Company’s condensed 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.

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

Actual results may differ materially and adversely from these estimates.

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

The preparation of these unaudited condensed 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 2026 presentation.

Certain Risks and Uncertainties

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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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Fair Value of Financial Instruments

3 unchanged sentences

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

Quoted prices in active markets for identical assets or liabilities.

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

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

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(Refer to Note 13 )

Business Acquisition

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 unaudited condensed consolidated financial statements beginning on the date of acquisition.

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.

1 unchanged sentence

Acquisition-related costs are expensed as incurred.

Concentration of Credit Risk and Off-Balance Sheet Risk

Cash and Cash Equivalents

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

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

federally insured limits.

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

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

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Deposits in financial institutions may, from time to time, exceed federally insured limits.

As of September 30, 2025, the Company’s cash and cash equivalents balance within money market accounts was in excess of the U.S.

As of March 31, 2026, the Company’s cash and cash equivalents balance within money market accounts was in excess of the U.S.

federally insured limits by $ 6.4 million.

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

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

Cash and Cash Equivalents

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

federally insured limits.

Allowance for credit losses

Accounts Receivable, net

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

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

As part of the acquisition of Dura on September 8, 2025, accounts receivable were recorded at fair value, which reflected expected collectability (see Note 17 Business Combinations).

Post-acquisition, the Company continues to apply the CECL model to estimate expected credit losses.

The allowance for credit losses was $ 0.1 million as of September 30, 2025 and December 31, 2024, respectively.

The company recorded a credit loss recovery of less than $ 0.1 million during the three and nine months ended September 30, 2025.

The Company believes that its reserve is adequate;

however, actual results may differ in future periods.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Intangible Assets

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

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

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.

Non-compete intangible assets represent the value associated with non-compete agreements for former employees and owners 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 non-compete agreement is amortized over a 5 -year term based on the estimated useful life of the asset.

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

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.

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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 nine months ended September 30, 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 the guidance in U.S.

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.

No impairment of goodwill was recorded during the three months ended March 31, 2026 and 2025.

Furniture and Equipment, net

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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 three and nine months ended September 30, 2025 and 2024.

There were no impairment losses for long-lived assets recorded for the quarters ended March 31, 2026 and 2025.

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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Revenue Recognition

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

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

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

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

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

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

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

The License Agreement (the “License Agreement”) with Alvogen Pharma US, Inc., Alvogen, Inc., and Lotus Pharmaceutical Co.

(collectively, “Alvogen”) (as further discussed in Note 9 below) was accounted for in accordance with ASC 606.

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

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

identify the contract(s) with a customer;

identify the performance obligations in the contract;

determine the transaction price;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company’s revenue arrangements may include the following:

Milestone Payments :

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

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

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

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

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

Research Services :

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

After the First Milestone Payment (as defined in Note 9 below), the Company would have been reimbursed for certain costs incurred related to reasonable and documented out-of-pocket costs for clinical and non-clinical development activities.

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

Patient Service Revenue:

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.

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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 condensed consolidated statements of operations.

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

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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Stock-Based Compensation

4 unchanged sentences

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

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

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

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

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

Equity Method Investments

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

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

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

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

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

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

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

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

3 unchanged sentences

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Loss Per Share

6 unchanged sentences

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.

September 30,

Stock options

687,490 166,833

Restricted stock awards

Common Stock warrants

9,359,710 9,555,562

Unvested Restricted Stock awards

Common Stock issuable upon conversion of Anson Notes

10,080,095 15,595,619

11,695,127 8,729,082

Recent Accounting Pronouncements Not Yet Adopted

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 ASU 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 is currently evaluating the presentational impact of this ASU and expects to adopt its provisions in the Annual Report on Form 10 -K for the year ending December 31, 2025.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

In November 2024, the FASB issued ASU No.

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

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

The Company will adopt ASU 2024 - 03 in its annual report for the year ended December 31, 2026.

In May 2025, the FASB issued ASU No.

2025 - 03, Business Combinations (Topic 805 ) and Consolidation (Topic 810 ):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs.

The update aims to improve consistency and comparability in financial reporting.

The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods.

Early adoption is permitted.

Upon adoption, the guidance will be applied prospectively.

The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments-Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This standard provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

ASU 2025 - 05 is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025 - 05.

In September 2025, the FASB issued ASU 2025 - 06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting guidance for internal-use software costs.

The standard removes all references to software development project stages and instead requires capitalization when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025 - 06.

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

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Revenue and accounts receivable

Revenue for the three and nine months ended September 30, 2025 is primarily derived from services rendered to patients for outpatient behavioral health care, interventional psychiatry, and pain management procedures.

Revenue for the quarter ended March 31, 2026 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;

2 unchanged sentences

Revenue by Service Type (in thousands):

Ended September

For the three

March 31, 2026

Procedures income

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Revenue by payor (in thousands):

Ended September

For the three

March 31, 2026

Commercial Insurance

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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 nine months ended September 30, 2025, current expected credit loss recovery was less than $ 0.01 million reflecting a net reversal of the 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.

4 unchanged sentences

Accounts Receivable (in thousands):

September 30, 2025

Accounts receivable, gross

1 unchanged sentence

Accounts receivable, net

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

Beginning balance as of December 31, 2025

Acquisition of Dura (September 8, 2025)

Provision (recovery) for expected credit losses

Write-offs, net of recoveries

Ending Balance as of September 30, 2025

Ending Balance as of March 31, 2026

Accounts Receivable by payor (in thousands):

September 30, 2025

Commercial insurance

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

September 30,

Prepaid expense and other current assets:

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Total prepaid expense and other current assets

$ 1,437 $ 1,859

Furniture and equipment, net

As of September 30, 2025, furniture and equipment, net, consisted of the following (in thousands):

September 30,

As of March 31, 2026 and December 31, 2025, furniture and equipment, net, consisted of the following (in thousands):

Medical equipment

1 unchanged sentence

Furniture and fixtures

Leasehold improvement

Total furniture and equipment

2 unchanged sentences

Furniture and equipment, net

Depreciation expense was $ 2,000 and $ 4,000 for the three and nine months ended September 30, 2025, respectively.

Depreciation expense was $ 0 and $ 1,000 for the three and nine months ended September 30, 2024, respectively.

Accounting for Leases as Lessee

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.

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.

The Company has operating leases for two healthcare clinics in Naples and Fort Myers, Florida:

Depreciation expense was less than $ 0.02 million for the quarters ended March 31, 2026 and 2025.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

Naples Lease (Related Party):

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

It is non-cancelable and requires monthly base rent of $ 6,000 (subject to 3 % annual escalations), plus $ 2,000 in common area maintenance charges, and $ 1,000 in taxes.

It is non-cancelable and requires monthly base rent of $ 6,000 (subject to 3 % annual escalations), plus $ 2,000 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 was measured under ASC 805 as if the leases were new at the acquisition date.

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 $ 5,000 in the first year, plus $ 2,000 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 $ 151,000 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.

Medical Equipment Leases (Third Party):

On January 7, 2026, the Company entered into three commercial rental agreements with Third Party for certain medical equipment and related accessories.

The agreement commenced on January 7, 2026 and has a base rental term of 48 months.

The agreements provide for fixed monthly rental payments at an aggregate of $ 10,000 .

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

For the three

September 30,

Expense Classification

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Total operating lease expense

Other lease expense

Selling, general and administrative

Other information related to leases is as follows:

September 30,

Weighted-average remaining lease term:

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Operating leases

Amounts relating to leases were presented on the balance sheet as of September 30, 2025 in the following line items (in thousands):

September 30,

Balance Sheet Classification

Operating lease asset

Right-of-use asset

Operating lease asset - related party

Right-of-use asset - related party

Total non-current lease assets

Operating lease liability

Lease liability, short term

Operating lease liability - related party

Lease liability, short term - related party

Operating lease liability

Lease liability, non-current

Operating lease liability - related party

Lease liability - related party, non-current

Total lease liabilities

The future minimum lease payments required under leases as of September 30, 2025 were as follows (in thousands):

8.22 % 7.62 %

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

The future minimum lease payments required under leases as of March 31, 2026 were as follows (in thousands):

Remainder of 2026

3 unchanged sentences

Accrued and other current liabilities consisted of the following at the dates indicated (in thousands):

September 30,

Accrued and other current liabilities:

Refund liability (see Note 8)

$ 4,715 $ 4,715

Professional services

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Total accrued and other current liabilities

$ 9,875 $ 10,149

Alvogen Licensing Agreement

2 unchanged sentences

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 September 30, 2025 and will remain permanent as refund liability until settled.

Accordingly, the refund liability has not been reclassified to deferred revenue or recorded as revenue as of March 31, 2026 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.

As of September 30, 2025, the refund liability due to Alvogen was $ 4.7 million, which represents all payments made by Alvogen through September 30, 2025, and is included as a component of accrued expense and other current liabilities on the condensed consolidated balance sheet (See Note 8 ).

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.

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.

All material terms of the Streeterville note have been disclosed in prior filings.

As previously disclosed, on April 24, 2024, the Company received written notice from counsel for Streeterville that an alleged event of default occurred with respect to the Note issued by the Company in favor of Streeterville.

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 $ 3.1 million.

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

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

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

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

As of September 30, 2025 and December 31, 2024, the Streeterville Note carried a remaining principal balance of $ 0 .

See Note 14 for the reconciliation of the fair values for the periods presented.

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 March 31, 2026 and 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 March 31, 2026, the refund liability due to Alvogen was $ 5.6 million, which represents a total of $ 4.8 million of all payments made by Alvogen through March 31, 2026 along with $ 0.8 million of accrued interests, and is included as a component of accrued expense and other current liabilities on the unaudited condensed consolidated balance sheet (See Note 7 ).

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 interest.

Anson Convertible Promissory Notes (the “ Anson Notes ” )

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

In connection with the above offering, the Company engaged EF Hutton LLC as placement agent.

Pursuant to the terms of the engagement with the placement agent, the Company paid a cash fee of 7 % of the gross proceeds the Company receives in the offering at closing.

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”).

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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 bear interest at a rate of 6 % per annum (or 10 % during the occurrence of any Event of Default (as defined in the First Tranche Notes)) and have a term of 15 months from the issuance date, maturing on November 14, 2025 ( the “First Tranche Maturity Date”) (see Note 12 ).

$ 2.5 million of the proceeds from the First Tranche Notes were used to make an initial payment to partially satisfy the Streeterville Note in 2024.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

$ 3.1 million of the proceeds from the Second Tranche Notes were used to satisfy the remaining amount due in connection with the Streeterville Note.

In connection with the above Second Tranche Notes, the Company engaged a placement agent.

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

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 are 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 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 above 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.

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

In the CWA, each of the Investors provided its consent under certain restrictive provisions, and waived certain rights, including, among other things, a right to participate in certain Qualified Financings (as defined in the CWA) made by us under the 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 the Investors 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 and 303,819 of Consideration Warrants to Anson in accordance with the terms of the CWA (see Note 12 ).

Due to these 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 are recorded as a component of other income (loss) in the condensed consolidated statements of operations.

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

To determine the initial carrying value of the Notes and the warrants issued to Anson under the First, Second, and Third Tranche Notes (see Note 12 ), the Company allocated the proceeds using the fair value method.

After allocation, the initial carrying value of the First Tranche Notes and the warrants issued to Anson were $ 2.9 million and $ 2.1 million, respectively, the initial carrying value of the Second Tranche Notes and the warrants issued to Anson were $ 3.1 million and $ 1.9 million, and the initial carrying value of the Third Tranche Notes and the warrants issued to Anson were $ 2.5 million and $ 2.5 million, respectively.

Refer to Note 14 for the reconciliation of the fair values for the periods presented.

In connection with the Second RD Purchase Agreement, and pursuant to the full ratchet anti-dilution provisions contained in the Anson financing agreements, the Fixed Conversion Price component of the variable conversion formula of the outstanding Anson Notes, and 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.

In addition, under the full ratchet provision of the warrants’ anti-dilution provision, 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”).

During the quarter ended September 30, 2025, the reduction of the Fixed Conversion Price component of the variable conversion formula of the outstanding Anson Notes pursuant to the anti-dilution provisions is reflected in the change in fair value of convertible notes payable recorded in the consolidated statement of operations for the three and nine months ended September 30, 2025.

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 three months ended March 31, 2025, Anson converted $ 1.3 million of principal and interest of the First Tranche Note into common stock, resulting in the issuances of 1,004,055 shares of Common Stock and loss on redemption of $ 1.6 million.

Anson converted less than $ 0.1 million of principal and interest of the Third Tranche Note into common stock, resulting in the issuance of 5,463 shares of Common Stock and loss on redemption of less than $ 0.1 million.

During the entire 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 March 31, 2026 and 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 three months ended March 31, 2025, the Company recorded a loss from the change in fair value of the Second and Third Tranche Notes of $ 1 million, which was recognized in other expense (income) on the condensed consolidated statements of operations as a result of the Company’s election of the fair value option.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

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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).

During the three months ended March 31, 2025, Anson converted $ 1.3 million and less than $ 0.1 million of principal and interest of the First and Third Tranche Notes, respectively, into Common Stock, resulting in the aggregate issuances of 1,009,518 shares of Common Stock and loss on conversion of $ 1.6 million.

During the three months ended June 30, 2025, Anson converted $ 4.1 million of principal and interest of the Third Tranche Note into Common Stock, resulting in the issuance of 1,879,406 shares of Common Stock and loss on conversion of $ 1.9 million.

During the three months ended September 30, 2025, Anson converted $ 1.4 million of principal and interest of the Third Tranche Note into Common Stock, resulting in the issuance of 877,193 shares of Common Stock and loss on conversion of $ 0.8 million.

(see Note 11 ).

As of September 30, 2025, the nominal principal and accrued interest balance of the Anson Notes was $ 5.4 million and $ 0.3 million, respectively.

During the three and nine months ended September 30, 2025, the Company recorded a loss from the change in fair value of the Second and Third Tranche Notes of $ 0.8 million and $ 2.7 million, which was recognized in other expense (income) on the condensed consolidated statements of operations as a result of the Company’s election of the fair value option.

At September 30, 2025, the effective interest rates of the Second Tranche Note were 172 %.

See Note 14, “Fair Value Measurements,” for a summary of activity for the Anson Notes.

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

Par value of the Anson Notes

Initial original issue discount

Conversions and repayments of principal and interest (shares)

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

Fair value allocated to Common Stock liability classified warrants

Fair value adjustment through earnings

Total carrying value of Anson Notes

Convertible note payable - current portion

Convertible note payable, net of current portion

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Commitments and Contingencies

Sarah Herzog Memorial Hospital License Agreement

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

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

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

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

Food and Drug Administration, including accelerated approval.

All remaining milestone provisions under the License Agreement remain unchanged.

Milestone Payments

6 unchanged sentences

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

As of September 30, 2025, the total cumulative payments made under the SHMH License Agreement were $ 0.5 million, with $ 0 and $ 0.2 million in payments made during the three and nine months ended September 30, 2025.

There were no payments made during the three and nine months ended September 30, 2024.

As of March 31, 2026, the total cumulative payments made under the SHMH License Agreement were $ 0.3 million, with no payments made during the quarters ended March 31, 2026 and 2025.

A royalty in an amount equal to:

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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 three and nine months ended September 30, 2025 and 2024, no royalty payments were made.

During the three months ended March 31, 2026 and 2025, no royalty payments were due.

Annual Maintenance Fee

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

During the nine months ended September 30, 2025 and 2024, the Company recorded $ 0 in related 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 three months ended March 31, 2026 and 2025, the Company recorded $ 0 in related annual maintenance fees, respectively.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Exclusive License Agreement

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

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

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

For the three and nine months ended September 30, 2025 and 2024, the Company has recorded no expenses relating to the licensure of the patent.

For the three months ended March 31, 2026 and 2025, the Company has recorded no expenses relating to the licensure of the patent.

Kadima Purchase Agreement

On May 9, 2025, in furtherance of the Company’s previously announced plans for its subsidiary, HOPE, to develop a national network of precision psychiatry clinics.

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.

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”).

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Operating Lease

The Company leases its office space on a month-to-month basis.

The rent expense for the three and nine months ended September 30, 2025 was less than $ 0.1 million and less than $ 0.1 million, respectively.

The rent expense for the three and nine months ended September 30, 2024 was less than $ 0.1 million and less than $ 0.1 million, respectively.

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

The Company leases office space on a month-to-month basis.

The rent expense for the three months ended March 31, 2026 and 2025 was less than $ 0.1 million, respectively.

The Company also leases three healthcare clinical facilities and office space located in Naples, West Palm Beach and Fort Myers, Florida and certain medical equipment 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.

2 unchanged sentences

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.

Other than as set forth below, there are no material pending or threatened legal proceedings at this time.

On May 9, 2025, Hope entered into the Kadima Purchase Agreement, 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.

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.

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

Preferred Stock

2 unchanged sentences

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 September 30, 2025, no shares of Series A Preferred Stock remained issued or outstanding.

As of March 31, 2026 and December 31, 2025, no shares of Series A Preferred Stock remained issued or outstanding.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

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

From February 20, 2024 to July 29, 2024, the Company announced that it entered into multiple 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 (the “Current Prospectus Supplement”) under the Offering Agreement for an aggregate of $ 4.9 million.

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 three months ended September 30, 2025, the Company sold an aggregate of 1,350,788 shares of its Common Stock shares for approximately $ 3.7 million, net of less than $ 0.1 million in transaction costs.

During the nine months ended September 30, 2025, the Company sold an aggregate of 1,749,866 shares of its Common Stock shares for approximately $ 4.7 million, net of $ 0.1 million in transaction costs.

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

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

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

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

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

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

The February Overallotment Exercise closed on March 6, 2024.

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

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

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

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

The 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 (the “April Closing Date”).

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 10 ).

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 to the Investors, at a purchase price of $ 2.88 per share, in a registered direct offering (the “First Registered Direct Offering”).

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

The First RD Warrants are exercisable for five years from the First RD Closing Date.

The Company intends to use the net proceeds from the transactions for general corporate purposes, including the funding of certain capital expenditures.

On or around January 27, 2025, the Company and Anson entered into a consent and waiver agreement related to the First RD Purchase Agreement and the Notes.

Under this agreement, the investors agreed to waive certain rights and restrictions, including their right to participate in certain future financings, restrictions on the Company issuing specific equity securities, and any potential liquidated damages under the Registration Rights Agreement dated August 14, 2024.

These waivers are effective through and expired as of March 31, 2025.

As consideration for these waivers, the Company agreed to issue additional compensation to the investors if the volume-weighted average price (VWAP) of the Company’s Common Stock is lower than the original purchase price at the time investors submit their first conversion notice for Anson Notes issued in the Second or Third Closing.

This compensation includes additional shares of Common Stock (the “Consideration Shares”) and warrants to purchase an equal number of shares (the “Consideration Warrants”).

The exercise price of the warrants is based on a VWAP-Based Adjustment, calculated as the greater of (a) the VWAP on the trading day before the conversion notice, or (b) 80 % of the closing price on the day before the Registered Direct Offering.

As of September 30, 2025, the obligation under this provision has been fully satisfied.

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 Consideration Warrants to Anson in accordance with the terms of the CWA.

The gross proceeds to the Company from the offerings were approximately $ 3.5 million, before deducting offering expenses of $ 0.2 million and excluding the proceeds, if any, from the exercise of the First RD Warrants.

As discussed above, on January 29, 2025, in conjunction with the issuance of the First RD Shares, the Company issued First RD Warrants to purchase up to 1,215,278 shares of the Company’s Common Stock which were classified as a liability.

The First RD Warrants have an exercise price of $ 2.88 per share and have a contractual term of five years expiring on January 29, 2030.

The measurement of fair value of the First RD Warrants were 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 %).

The grant date fair value of these First RD Warrants was estimated to be $ 3.983 million on January 29, 2025.

As the fair value of the liabilities exceeded the net proceeds received of $ 3.255 million, the Company recognized the excess of the fair value over the net proceeds received of $ 3.255 million as a loss upon issuance of First RD Shares of $ 0.7 million which is included in other expense (income) in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

During the first quarter of fiscal 2025, Anson converted $ 1.3 million of principal and interest of the First Tranche Note into Common Stock, resulting in the issuance of 1,004,055 shares of Common Stock valued at $ 2.9 million based on the market price of the Common Stock at the date of the Common Stock issuance resulting in a loss on conversion of $ 1.6 million (See Note 10 ).

During the first quarter of fiscal 2025, Anson converted less than $ 0.1 million of principal and interest of the Third Tranche Note into Common Stock, resulting in the issuance of 5,463 shares of Common Stock valued at less than $ 0.1 million based on the market price of the Common Stock at the date of the Common Stock issuance resulting in a loss on conversion of less than $ 0.1 million (See Note 10 ).

During the second quarter of fiscal 2025, Anson converted $ 4.1 million of principal and interest of the Third Tranche Note into Common Stock, resulting in the issuance of 1,879,406 shares of Common Stock valued at $ 6.0 million based on the market price of the Common Stock at the date of the Common Stock issuance resulting in a loss on conversion of $ 1.9 million (See Note 10 ).

During the third quarter of fiscal 2025, Anson converted $ 1.4 million of principal and interest of the Third Tranche Note into Common Stock, resulting in the issuance of 877,193 shares of Common Stock valued at $ 2.2 million based on the market price of the Common Stock at the date of the Common Stock issuance resulting in a loss on conversion of $ 0.8 million (See Note 10 ).

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 Consideration Warrants to Anson in accordance with the terms of the CWA.

During the three months ended March 31, 2025, the aggregate net cash proceeds to the Company from the ATM Purchase Agreements were approximately $ 1.6 million.

During the three months ended March 31, 2026, the aggregate net cash proceeds to the Company from the ATM Purchase Agreements were approximately $ 3.4 million.

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 three months ended 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 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.

Upon conversion or extinguishment, ASC 470 - 50 - 40 - 2 requires that any difference between the carrying amount of the debt and the fair value of consideration transferred be recognized as a gain or loss in the statement of operations.

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

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 nine months ended September 30, 2025, within accompanying condensed consolidated statements of operations and comprehensive loss.

On May 15, 2025, the Company granted 75,000 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 $ 2.08 and an aggregate of approximately $ 0.2 million was recorded as expense within the accompanying condensed consolidated statement of operations for the three and nine months ended September 30, 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 expense within the accompanying condensed consolidated statement of operations for the three and nine months ended September 30, 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.

Because the exercise proceeds were received subsequent to September 30, 2025, the Company recorded a subscription receivable asset of $ 3.09 million as of September 30, 2025.

The gain on Anson warrants exercised was recognized within other expense (income) for the three and nine months ended September 30, 2025.

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 three months ended March 31, 2025, within accompanying consolidated statements of operations and comprehensive loss.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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 ).

Substitute Warrants – Liability

5 unchanged sentences

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 condensed 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.

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.

3 unchanged sentences

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.

During the three and nine months ended September 30, 2025 and 2024 no Public Warrants were exercised.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

The outstanding balance of these public warrants remains in equity.

At September 30, 2025 and December 31, 2024, there were 3,448,856 Public Warrants outstanding to purchase up to 344,886 shares of Common Stock.

At March 31, 2026 and December 31, 2025, there were 3,448,856 Public Warrants outstanding to purchase up to 344,886 shares of Common Stock.

Assumed Private Placement Warrants – Liabilities

1 unchanged sentence

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 condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The Company classifies the Private Placement Warrants as derivative liabilities in its consolidated balance sheets as of March 31, 2026 and December 31, 2025.

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 change in fair value of the Private Placement Warrants for the three and nine months ended September 30, 2025 and 2024 in the accompanying statement of operations.

The Company recognized a gain on the change in fair value of the Private Placement Warrants for each of the three months ended March 31, 2026 and 2025 of less than $ 0.1 million, respectively.

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

Investor Warrants – Equity

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

The February 2024 Warrants have an exercise price of $ 3.80 per share, are initially exercisable beginning six months following the date of issuance and will expire five years from the date of issuance.

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

The allocated fair value of the February 2024 Warrants on the grant date was $ 0.5 million and is recorded within additional paid-in capital.

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

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

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

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

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

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

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

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

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

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

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

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

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

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 Underwriters 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 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.

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

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

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

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

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.

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

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

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

The Anson Warrants are measured at fair value using a Black-Scholes model.

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

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

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

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

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

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

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

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

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

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 which were classified as a liability (See Note 14 ).

The warrants had an initial exercise price of $ 3.78 per share, subject to adjustment or other settlement provisions, and have a contractual term of five years expiring on January 28, 2030.

The measurement of fair value of the Investor Warrants was determined using a Black-Scholes model 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 %).

The grant date fair value of these Third Tranche Investor Warrants was estimated to be $ 2.5 million on January 28, 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 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.

The effect of the full ratchet trigger was $5.7 million and is 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 the 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.

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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

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

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

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

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

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

In accordance with the agreement,

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

The fair value of the exercised Anson Warrants liabilities was determined to be $ 5.4 million as of the exercise date, resulting in a gain of $ 5.4 million, recorded as gain in exercise of warrant liabilities and representing the difference between the fair value of the exercised Anson Warrants and the cash proceeds received.

Because the exercise proceeds were received subsequent to September 30, 2025, the Company recorded a subscription receivable asset of $ 3.1 million as of September 30, 2025.

The gain was recognized within other (income) expense for the three and nine months ended September 30, 2025.

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

The First RD Warrants have an exercise price of $ 2.88 per share and have a contractual term of five years expiring on January 29, 2030.

The measurement of fair value of the First RD 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 %).

The grant date fair value of these First RD Warrants was estimated to be $ 3.983 million on January 29, 2025.

As the fair value of the liabilities exceeded the net proceeds received of $ 3.255 million, the Company recognized the excess of the fair value over the net proceeds received of $ 3.255 million as a loss upon issuance of the First Registered Direct Offering of $ 0.7 million which is included in other expense (income) in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

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 three months ended March 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 Consideration Warrants have an exercise price of $ 2.88 per share and have a contractual term of five years expiring on March 20, 2030.

The measurement of fair value of the Consideration Warrants were 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 %).

The grant date fair value of these Consideration Warrants was estimated to be $ 0.6 million on March 20, 2025.

As of September 30, 2025, the aggregate fair value of all liability classified warrants, whic h 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 three months ended September 30, 2025 of approximately $ 5.0 million, and a loss of approximately $ 8.5 million on the change in fair value of the liability classified warrants for the nine months ended September 30, 2025.

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 March 31, 2026, 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 $ 8.8 million.

The Company recognized a gain on the change in fair value of the liability classified warrants for the three months ended March 31, 2026 of approximately $ 3.5 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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

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( 1,870,962 ) 5.00 1.65 —

Outstanding as of December 31, 2024

( 195,852 ) — — —

4,252,758 5.00 1.78 —

( 1,870,962 ) 5.00 1.65 —

Outstanding as of December 31, 2025

9,359,710 3.17 $ 7.77 $ 492

Outstanding as of September 30, 2025

Outstanding as of March 31, 2026

9,359,710 2.93 $ 7.77 $ 195

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2021 Omnibus Incentive Plan

As of September 30, 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 December 31, 2025, 1,308,746 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, 2026, 417,143 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 September 30, 2025, an aggregate 1,117,099 shares of Common Stock have been awarded net of forfeitures, and 18,085 shares of Common Stock remain available for issuance under the 2021 Plan.

As of March 31, 2026, an aggregate 1,150,530 shares of Common Stock have been awarded net of forfeitures, and 575,245 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.

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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.

The stock options granted during the nine months were valued utilizing the Black-Scholes options pricing model with the following inputs:

On January 1, 2026, the Company issued 10,135 stock options.

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

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 the grant date and were valued at approximately less than $ 0.2 million as of the grant date.

The stock options granted during the three months ended March 31, 2026 were valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 2.24 - 3.00 of stock price, 3.92 %- 4.05 % risk-free rate, 150.81 %- 156.02 % volatility, 0 % dividend rate, and the expected term of 6 years.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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

Weighted remaining Aggregate

average contractual intrinsic

Number of exercise life (in value (in

Outstanding as of December 31, 2024

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Options granted

Forfeited/Expire

591,865 1.93 10.0

Forfeited/Expired

( 126,343 ) — — —

Outstanding as of December 31, 2025

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110,135 2.45 10.0 —

Forfeited/Expire

Forfeited/Expired

( 10,000 ) — — —

Outstanding as of September 30, 2025

Outstanding as of March 31, 2026

687,490 $ 8.62 8.6 $ 147

Options vested and exercisable as of September 30, 2025

Options vested and exercisable as of March 31, 2026

158,407 $ 17.43 6.7 $ —

Stock-based compensation expense related to stock options was less than $ 0.1 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively.

Stock-based compensation expense related to stock options was approximately $ 0.15 million and approximately $ 0.1 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 0.6 million, which the Company expects to recognize over a weighted-average period of approximately 2.49 years.

Stock-based compensation expense related to stock options was $ 0.2 million and less than $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 0.6 million, which the Company expects to recognize over a weighted-average period of approximately 1.80 years.

Restricted Stock Awards

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32,895 $ 3.04

Balance as of December 31, 2025 (unvested)

32,895 $ 3.04

Balance as of March 31, 2026

32,895 $ 3.04

Balance as of December 31, 2024 (unvested)

Balance as of September 30, 2025 (unvested)

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 newly appointed chief executive officer, pursuant to a separate Restricted Stock Award Agreement (the “ RSA ”).

The Restricted Stock vested in approximately equal installments over three ( 3 ) years from the grant date, subject to continued service through the applicable vesting date.

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.

Stock-based compensation expense related to RSAs was $ 0 and less than $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively.

Stock-based compensation expense related to RSAs was $ 0 and less than $ 0.1 million for the nine months ended September 30, 2025 and 2024, respectively.

In October 2024, the Company's chief executive officer announced his resignation and as a result, all unvested RSAs were forfeited.

Accordingly, the Company does not expect to recognize any further stock-based compensation expense for the balance of unvested RSAs as of December 31, 2024.

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 $ 100,000 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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Stock-based compensation expense related to RSAs was less than $ 0.1 million for the three months ended March 31, 2026.

The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands):

Three Months ended

September 30,

Nine months ended

September 30,

Stock-based compensation expense

General and administrative

$ 56 $ 82 $ 123 $ 365

Research and development

Total stock-based compensation expense

$ 68 $ 97 $ 147 $ 339

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 three and nine months ended September 30, 2025 and 2024.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026 and December 31, 2025 and during the three months ended March 31, 2026 and 2025.

The carrying amount of accounts payable approximated fair value as they are short term in nature.

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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 September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):

September 30,

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):

Money Market Account

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3 $ 8,766 $ 12,304

Convertible note payable and accrued interest, current (Note 10)

3 $ 9,909 $ 1,246

Convertible note payable and accrued interest, non-current (Note 10)

3 $ — $ 5,011

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Convertible Note Payable - Anson

The significant inputs used in the Monte Carlo simulation to measure the Anson Note liability that is categorized within Level 3 of the fair value hierarchy are as follows:

September 30,

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:

Stock price on valuation date

Conversion price $ 1.65

Time to expiration

Notes market interest rate

Equity volatility

Risk-free rate

Probability of credit default prior to maturity

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):

Probability of default

The following table sets forth a summary of the changes in the fair value of the Anson Notes categorized within Level 3 of the fair value hierarchy (in thousands):

Fair value of Anson Notes as of December 31, 2024

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Fair value of Anson Notes as of March 31, 2025

Conversion and repayments of principal and interest (shares)

Fair value adjustment through earnings

Fair value of Anson Notes as of June 30, 2025

Conversion and repayments of principal and interest (shares)

Fair value adjustment through earnings

Fair value of Anson Notes as of September 30, 2025

Convertible note payable - current portion as of September 30, 2025

Convertible note payable, net of current portion as of September 30, 2025

Subsequent to March 31, 2025, the Company converted the remaining outstanding principal of the Anson Notes, together with accrued interest, with an aggregate carrying amount of $ 11,371 , into shares of the Company’s common stock.

During the remaining period in 2025, the Company recognized a fair value adjustment of $ 2,974 in earnings related to changes in the fair value of the Anson Notes.

As of December 31, 2025, there were no outstanding balances under the Anson Notes.

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 condensed consolidated statements of operations.

The Company utilizes a Black-Scholes model approach to value its liability-classified warrants at each reporting period, with changes in fair value recognized in the consolidated statements of operations.

The estimated fair value of the warrant liabilities is determined using Level 3 inputs.

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The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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:

September 30,

Stock price on valuation date

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Balance as of December 31, 2025

Loss upon re-measurement

Balance as of March 31, 2024

Gain upon re-measurement

Balance as of June 30, 2024

Initial recognition of issuance of warrants

Gain upon re-measurement

Balance as of September 30, 2024

Balance as of December 31, 2024

Initial recognition of issuance of warrants

Change in fair value of warrant liabilities

Balance as of March 31, 2026

Change in fair value of warrant liabilities

Balance as of June 30, 2025

Change in fair value of warrant liabilities

Fair Value of Anson warrants exercised

Balance as of September 30, 2025

Fair Value on a Nonrecurring Basis

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets.

For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment.

If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in impairments and other charges, net in the consolidated statements of operations.

Assets that are measured at fair value and classified as level 3 on a non-recurring basis are as follows (in thousands):

September 8, 2025

Customer relationships $ 605

Non-compete agreements

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 nine months ended September 30, 2025 are as follows:

Valuation Techniques

Unobservable Inputs

(Weighted Average)

Relief-from-Royalty Method

Royality Rate

Revenue Growth Rate

10% average through FY2030, 8% thereafter

Discount rate

Income tax rate

Economic useful life 8 yrs

Customer relationship Multi-Period Excess Earnings Method (MPEEM)

Revenue Growth Rates

10% average through FY2030, 8% thereafter

Expense Growth Rates

Contributory Assets’ Charges as % from revenue

Business development expense for new customers 4 %

Distributor EBITA margin for customer relationships

Discount rate

Income tax rate

Economic useful life 3 yrs

Non-compete agreements

With-and-without method

Replacement cost growth rate

Contributory Assets Rates

After tax rate of return

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Segment Reporting

The Company operates as two operating and reportable segments, consistent with the manner in which the Chief Executive Officer, designated as the CODM of the Company, evaluates the Company’s performance and allocates resources.

The Company’s operations solely consist of the development of novel therapeutics for the treatment of central nervous system disorders including suicidal depression, chronic pain, and PTSD and now schizophrenia.

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.

The Company generated $242 thousand in revenues during the nine months ended September 30, 2025.

The revenue for the three and nine months ended September 30, 2025 represents the revenue generated from Dura.

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 $ 1,068,000 in revenues during the three months ended March 31, 2026.

The revenue for the three months ended March 31, 2026 represents the revenue generated from Dura.

The CODM evaluates performance based on operating expenses and monitors key expense categories related to the Company’s research and development activities, as well as general and administrative functions.

As the Company is currently in the pre-revenue phase, the associated expenses above are drivers.

The CODM does not separately evaluate performance by geographic region or product line, as the Company has not yet commenced commercial operations and has limited operations due to the current liquidity and funding of the Company.

While the Company has commenced revenue‑generating activities, operating expenses remain a primary focus of management given the Company’s ongoing investment in research and development and corporate infrastructure.

The CODM does not separately evaluate performance by geographic region or product line, as the Company has limited operations due to the current liquidity and funding of the Company.

The Company’s operations are conducted solely within the U.S.

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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 research and development and general and administrative expenses, relate to this single operating segment, see the accompanying statements of operations.

The following table reconciles the loss from operations to total loss for the three months ended September 30, 2025 and 2024 (in thousands):

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 three months ended March 31, 2026 and 2025 (in thousands):

For the three months

September 30,

Expense Category

Income (loss) from operations

$ ( 4,039 ) $ 15 $ ( 4,024 ) $ ( 3,022 )

Interest income

( 1 ) ( 1 ) ( 2 ) ( 6 )

Interest expense

Change in fair value of convertible notes payable

1,502 — 1,502 ( 1,355 )

Change in fair value of warrant liabilities

4,963 — 4,963 ( 165 )

Loss on convertible note conversions

772 — 772 127

Gain on exercise of warrants

( 5,369 ) — ( 5,369 ) —

$ ( 5,906 ) $ 16 $ ( 5,890 ) $ ( 1,623 )

The following table reconciles the loss from operations to total loss for the nine months ended September 30, 2025 and 2024 (in thousands):

For the nine months

September 30,

Expense Category

Expense Category NRx

(Loss) Income from operations

4 unchanged sentences

Change in fair value of convertible notes payable

8,032 — 8,302 ( 1,014 )

Change in fair value of warrant liabilities

2 unchanged sentences

Loss on Consideration Shares and Warrants

1,277 — 1,277 —

Convertible note default penalty

Loss on convertible note conversions

4,239 — 4,239 127

Gain on exercise of warrants

Loss (income) on equity method investments

( 2 ) — ( 2 ) —

2 unchanged sentences

Long-lived assets by year are as follows (in thousands):

September 30,

For the three months ended

March 31, 2026

December 31, 2025

Medical equipment

2 unchanged sentences

Furniture and fixtures

Leasehold improvements

$ 241 $ 65 $ 306 $ 93

2 unchanged sentences

206 $ 53 $ 259 $ 63

The Company recorded no provision or benefit for income tax expense for the nine months ended September 30, 2025 and 2024, respectively.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

The Company recorded no provision or benefit for income tax expense for the three months ended March 31, 2026 and 2025, respectively.

For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets.

The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.

The Company has no open tax audits with any taxing authority as of March 31, 2026.

Business Acquisitions

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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, Transcranial Magnetic Stimulation (TMS), Stellate Ganglion Blocks, psychotherapy, and medication management.

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.

1 unchanged sentence

Consideration Transferred

The preliminary fair value of the consideration transferred was $ 3.3 million, consisting of cash consideration (subject to customary closing adjustments).

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.

1 unchanged sentence

Issuance of 6,188 Class A units of HTX as rollover equity subject to conditional vesting;

Contingent consideration of up to $ 3,000,000 payable over three years based on achievement of specified EBITDA performance targets.

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 nine months ended September 30, 2025.

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 unaudited condensed consolidated statements of operations.

These costs were expensed as incurred and are reflected in general and administrative expenses in the consolidated statements of operations.

Purchase Price Allocation

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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).

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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:

Preliminary Amount Recognized as of the Acquisition Date (In Thousands)

Amount Recognized as of the Acquisition Date (In Thousands)

Assets assumed

1 unchanged sentence

Accounts receivable

Prepaid expenses

Furniture and equipment

Right-of-use asset

Right-of-use asset - related party

Other current and non-current assets

Customer relationship

Non-compete agreements

Total assets acquired

liabilities assumed

Accounts payable and accrued expenses

Accrued salaries and benefits

Operating lease liability

Operating lease liability - related party

Total liabilities assumed

Net assets acquired

Certain adjustments of approximately $ 0.1 million to the purchase price were recorded, decreasing the purchase price during the measurement period ended September 30, 2025.

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.

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Customer relationship – representing the value of established patient relationships and referral sources.

Non-Compete Agreements – arising from restrictive covenants in the purchase agreement.

The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands):

Weighted Average

Trade name and trademarks

Customer relationships

Non-compete agreement

Total intangible assets

1 unchanged sentence

Net carry value

The Company incurred amortization expense of $ 24 thousand during the three and nine months ended September 30, 2025.

As of September 30, 2025, the maturities of the Company’s intangible assets were as follows (in thousands):

The Company incurred amortization expense of $ 46,000 during the three months ended March 31, 2026.

As of March 31, 2026, the maturities of the Company’s intangible assets were as follows (in thousands):

Remainder of 2026

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

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Goodwill and intangible assets represent the excess of the purchase price consideration over the preliminary valuation of the other net assets acquired.

As of September 30, 2025, the purchase price allocation remains preliminary, and the purchase price may be subject to final adjustments.

The Company is continuing to assess the fair values of certain identifiable intangible assets and contingent liabilities, including the potential adjustment to exchangeable shares.

Pro-Forma Financial Information (Unaudited)

The following unaudited pro forma information presents the consolidated results of Dura included in the Company’s unaudited condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2025, as if the acquisition was made on January 1, 2025, and operations for the three and nine months ended September 30, 2024, as if the Acquisition had occurred on January 1, 2024.

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 three months ended March 31, 2025, as if the acquisition was made on January 1, 2025.

The unaudited pro forma information is presented for illustrative purposes only.

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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 acquisition had occurred on January 1, 2025, is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

$ 1,128 $ 3,147

( 5,657 ) ( 28,914 )

The unaudited pro forma consolidated results of revenue and net loss, assuming the acquisitions had occurred on January 1, 2025, is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

$ 501 $ 2,469

( 2,026 ) ( 16,417 )

The unaudited pro forma results for the three and nine months ended September 30, 2025, include material nonrecurring adjustments of $0.1 million and $ 0.5 million, respectively, related to the amortization of intangible assets acquired in connection with the Dura acquisition.

The unaudited pro forma results for the three and nine months ended September 30, 2024, include material nonrecurring adjustments of $0.3 million and $0.9 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.

For the three and nine months ended September 30, 2025, the operating expenses of Dura included in the Company’s consolidated statement of operations and comprehensive loss were insignificant to the Company’s financial results.

Net patient service revenue and net income attributable to Dura for the nine months ended September 30, 2025, and included in the Company’s consolidated statement of operations, were $ 242 thousand and $ 16 thousand, respectively.

For the three

ended March 31,

The unaudited pro forma results for the period ended March 31, 2025, include material nonrecurring adjustments of $0.1 million 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 income attributable to Dura for the three months ended March 31, 2025, and included in the Company’s consolidated statement of operations, were $ 1 million and $ 0.1 million, respectively.

Related Party Transactions

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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 three months ended September 30, 2025 and 2024, the Company paid Glytech $ 0 and $ 0 , respectively, for continuing technology support services and reimbursed expenses.

During the nine months ended September 30, 2025 and 2024, the Company paid Glytech $ 0 and $ 0.3 million, respectively, for continuing technology support services and reimbursed expenses.

During the three months ended March 31, 2026 and 2025, the Company paid Glytech $ 0 and $ 0.3 million, respectively, for continuing technology support services and reimbursed expenses.

These support services are ongoing.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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 D-cycloserine or lurasidone individually or jointly.

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.

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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 $ 0.2 million and $ 0.2 million during the three months ended September 30, 2025 and 2024, respectively, and received compensation of $ 0.8 million and $ 0.2 million during the nine months ended September 30, 2025 and 2024, respectively.

He served the Company on a full-time basis as chief executive officer under an employment agreement with the Company until March 8, 2022 and currently serves under a consulting agreement with the Company as Chief Scientist thereafter and received compensation of $ 0.1 million and $ 0.1 million during the three months ended March 31, 2026 and 2025, respectively.

On March 29, 2023, the consulting agreement dated March 8, 2022 ( the “Javitt Consulting Agreement”) between the Company and Dr.

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Javitt’s continued engagement by the Company.

As of September 30, 2025 and December 31, 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 condensed consolidated balance sheets, respectively.

As of March 31, 2026 and December 31, 2025, the annual discretionary bonus of $ 0.2 million and $ 0.2 million is accrued and included within accrued and other current liabilities on the condensed consolidated balance sheets, respectively.

Consulting Agreement with Zachary Javitt

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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 less than $ 0.1 million and less than $ 0.2 million during the three months ended September 30, 2025 and 2024, respectively.

The Company paid this family member a total of $ 0.2 million and $ 0.2 million during the nine months ended September 30, 2025 and 2024, respectively.

The Company paid this family member a total of $ 0.1 million and $ 0.2 million during the three months ended March 31, 2026 and 2025, 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 September 30, 2025 and December 31, 2024, respectively.

Included in accounts payable were $ 0.5 million and $ 0.3 million due to the above related parties as of March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026 and 2025, the Company made cash payments to Michael Taylor totaling less than $ 0.1 million and less than $ 0.1 million, 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 three month ended March 31, 2026, were approximately $ 29,000 .

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

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 $ 432,000 .

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 $ 35,000 .

As of December 31, 2025 the carrying value of the equity method investment was $ 397 thousand.

Subsequent Events

On October 17, 2025, the Company, through its subsidiary HOPE completed its acquisition of a strategic and minority interest in Cohen & Associates, LLC, a Florida limited liability company (“Cohen LLC”) for cash consideration of $ 440 thousand.

The acquisition of the interest in Cohen was effectuated pursuant to the terms and conditions of the Membership Interest Purchase Agreement (the “Cohen Purchase Agreement”), dated October 17, 2025, by and among HOPE, Cohen, and Rebecca S.

The Cohen Purchase Agreement included customary representations and warranties and indemnification provisions and certain post-closing adjustments.

The Company is in the process of determining the fair value of the consideration along with the appropriate accounting as it pertains to the acquisition.

In connection with the transaction, Dr.

Rebecca Cohen was appointed Medical Director of HOPE, and the terms of employment include certain financial incentives to establish and grow new sites of care owned or operated by HOPE.

From October 6, 2025 through November 12, 2025, the Company sold an aggregate of 415,097 shares of its common stock shares in connection with the at-the-market offering for approximately $ 1.4 million, net of less than $ 0.03 million in offering costs.

On October 1, 2025, the Company received $ 3.09 million in net proceeds related to the September 30, 2025 exercise of 1,870,960 shares underlying Anson Warrants, for which a subscription receivable was recorded on the condensed consolidated balance sheet as of September 30, 2025.

Proceeds from ATM Offering

From April 1, 2026 through May 14, 2026, the Company sold an aggregate of 2,619,654 shares of its common stock shares in connection with the at-the-market offering for approximately $ 7.0 million, net of less than $ 0.2 million in offering costs.

Formation of NRx Defense Systems, Inc.

In April 2026, the Company formed NRx Defense Systems, Inc.

("NDS"), a Florida-based, wholly owned subsidiary organized for the purpose of advancing recent clinical findings that suggest low-dose D-cycloserine (the key ingredient in NRX- 101 ) may increase the antidepressant and anti-suicidal effects of transcranial magnetic stimulation ("TMS") by more than two -fold.

Acquisition of GeNeuro SA Assets and formation of GeNeuro, Inc.

In May 2026, the Company incorporated GeNeuro, Inc.

("GeNeuro"), a Florida-based, wholly owned subsidiary.

GeNeuro is expected to focus on a portfolio of diagnostic and therapeutic advances related to the role of Human Endogenous Retroviruses in causing central nervous system diseases, include schizophrenia and other psychoses, multiple sclerosis, amyotrophic lateral sclerosis (ALS), autism, and optic neuritis.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of NRx Pharmaceuticals ’ financial condition and plan of operations together with NRx Pharmaceuticals' condensed consolidated financial statements and the related notes appearing elsewhere herein.

You should read the following discussion and analysis of NRx Pharmaceuticals ’ financial condition and plan of operations together with NRx Pharmaceuticals' consolidated financial statements and the related notes appearing elsewhere herein.

In addition to historical information, this discussion and analysis contains forward looking statements that involve risks, uncertainties, and assumptions.

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Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section entitled “ Risk Factors ” included elsewhere herein.

All references to “ Note, ” followed by a number reference from 1 to 15 herein, refer to the applicable corresponding numbered footnotes to these condensed consolidated financial statements.

All references to “ Note, ” followed by a number reference from 1 to 15 herein, refer to the applicable corresponding numbered footnotes to these consolidated financial statements .

NRx Pharmaceuticals, 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.

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

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

NRX-100 and NRX-101 are in the process of submission for Food and Drug Administration (“ FDA ”) approval as follows:

An Abbreviated New Drug Application (“ANDA”) for NRX-100 was filed, with priority review requested, during the third quarter of 2025.

On November 6, 2025, the Company received a communication from the FDA in which no significant deficiencies were identified in the revised filing.

This letter is consistent with the Company’s ambition to launch KETAFREE™ in Q1 2026.

In Spring 2026, NRx founded two additional Florida-based subsidiaries:

NRx Defense Systems, Inc.

(NDS) and GeNeuro, Inc.

(GeNeuro), as will be described below.

Historically, our drug development activities are focused on drugs that enhance neuroplasticity by modulating the N-methyl-D-aspartate (NMDA) receptor in the brain and nervous system, a neurochemical pathway that has been disclosed in detail in our annual filings.

NDS is focused on advancing recent clinical findings that suggest low-dose D-cycloserine (the key ingredient in NRX-101) may increase the antidepressant and anti-suicidal effects of TMS by more than two-fold;

while, GeNeuro is expected to focus on a portfolio of diagnostic and therapeutic advances related to the role of Human Endogenous Retroviruses in causing Central Nervous System Diseases including Schizophrenia and other Psychoses, Multiple Sclerosis, Amyelotrophic Lateral Sclerosis (ALS), Autism, and Optic Neuritis.

GeNeuro is partnered with the US National Institutes of Health through a prior Cooperative Research and Development Agreement (CRADA) with the Fondation FondaMental (Paris).

NRx currently 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.

KETAFREE™, NRX-100 and NRX-101 are in the process of submission for Food and Drug Administration (FDA) approval as follows:

An Abbreviated New Drug Application (ANDA) for KETAFREE™ was filed, with priority review requested in September 2025.

The company has progressed through the stages of discipline review in the FDA Office of Generic Drugs and has received Discipline Review Letters related to labeling, bioequivalence, and drug product identifying no major deficiencies.

In April 2026, the Company met with leadership of the Office of Generic Drug Products to review the application status and the office advised the Company that FDA was endeavoring to complete the product review by Summer 2026.

Additionally, FDA inspected the Company’s manufacturing site and subsequently advised that its status was “VAI,” an inspection status consistent with ability to manufacture an FDA approved drug.

The Company now has more than two years of real-time and accelerated stability data for its blow-fill-seal presentation, consistent with an expected three year shelf stability at product launch.

On the basis of the above progress, the Company arranged with the manufacturer to initiate large scale commercial production at the million unit per batch level.

The Company has additionally submitted a citizen petition seeking to have benzethonium chloride, a toxic preservative, removed from all commercial presentations of ketamine.

A New Drug Application (“NDA”) for NRX-100, originally initiated during the fourth quarter of 2024, is expected to be completed in the fourth quarter 2025.

An interim analysis drawn from the first 20,000 patients suggests that IV ketamine may have a more rapid onset of action and larger magnitude of effect than nasal S-ketamine.

The Company has applied to receive a Commissioner’s National Priority Voucher (CNPV), which could significantly reduce review time.

The Company has completed all required manufacturing steps and demonstrated room temperature shelf stability to support a three year shelf life.

An NDA filing for NRX-101 has been initiated with the submission of the Module 3 manufacturing file to the FDA.

The Company has completed all required manufacturing steps, including the manufacture of three reference batches of KETAFREE™ and has demonstrated room temperature shelf stability that is anticipated to support a three-year room temperature shelf life at the time of launch.

KETAFREE™, if approved, would inherit the same label as the Reference Listed Drug.

Management believes that the current generic market for ketamine exceeds $750 million per year.

A New Drug Application (NDA) for NRX-100, originally initiated during the fourth quarter of 2024, is in the process of completion and is expected to be filed during Q2 2026.

As reported in the 2025 10-K filing, the Company has amassed clinical trial evidence in more than 1,000 patients demonstrating rapid efficacy of ketamine in reducing both depression and suicidality with superiority to placebo and non-inferiority to electroconvulsive therapy.

The Company has similarly identified Real World Evidence demonstrating a dramatic effect of ketamine in reducing those symptoms and potentially doing so more rapidly than intranasal S-ketamine.

As previously reported, the Company and Osmind met with the FDA to secure FDA’s agreement to review both the existing clinical trials and Osmind’s Real World Evidence (RWE) on more than 65,000 US patients treated with ketamine.

In written meeting minutes, FDA agreed to review the RWE as part of the NRX-100 New Drug Approval process.

Accordingly, the Company has submitted the RWE analysis plan to FDA prior to data analysis and submission.

On April 18, 2026, the President signed an Executive Order entitled “Accelerating Medical Treatments for Serious Mental Illness”.

Section 4 of that Executive Order emphasizes the need for FDA to consider both real world evidence and to consider data from relevant clinical trials already conducted by the Departments of Health and Human Services (HHS) and Veterans Affairs in the use of psychedelic drugs.

As previously reported, multiple clinical trials conducted by HHS have documented the efficacy of intravenous ketamine compared to placebo and electroconvulsive therapy.

In addition to the Presidential Executive Order, the US House of Representatives 2026 Appropriations language, published to the Congressional website, guides the FDA to use Real World Evidence for “Substantial Evidence of Effectiveness,” (SEE) in approving products to treat suicidal depression and PTSD as noted in the following link:

https://docs.house.gov/meetings/AP/AP00/20260429/119253/HMKP-119-AP00-20260429-SD002.pdf .

The information contained on or accessible through the preceding congressional website is not incorporated into this Quarterly Report on Form 10-Q as is provided for reference purposes only.

Substantial Evidence of Effectiveness is the standard required for drug approval.

NRX-100 is a different formulation than the generic preservative-free ketamine.

The Company has similarly completed all required manufacturing steps, including the manufacture of three registration batches, and demonstrated room temperature shelf stability to support a three-year room-temperature shelf life.

The current market for ketamine as labeled for the treatment of depression is served only by a nasal preparation of S-ketamine (SPRAVATO®) that has current estimated sales of approximately $2 billion per year.

An NDA filing for NRX-101 for its original indication of treating suicidal bipolar depression has been initiated with the submission of the Module 3 manufacturing file to the FDA.

The drug was previously awarded Breakthrough Therapy Designation and, accordingly, the Company is requesting rolling review from the NDA.

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Based on current data, the Company aims to seek accelerated approval for use of NRX-101 in patients with bipolar depression who exhibit suicidal ideation on currently approved medication.

In the third quarter, the Company was made aware of dramatic findings suggesting that low-dose D-cycloserine (the key ingredient in NRX-101) may increase the antidepressant and antisuicidal effects of TMS by more than 2-fold, as demonstrated in a randomized controlled trial and subsequently confirmed with real world experience and mechanistic studies.

Accordingly, the Company has filed a protocol with the FDA to test the use of low-dose NRX-101 in conjunction with the one-day TMS protocol (ONE-D) that has been published in association with the FDA-cleared Ampa Health TMS device.

In late 2025, the Company was made aware of dramatic clinical findings suggesting that low-dose D-cycloserine (the key ingredient in NRX-101) may increase the antidepressant and anti-suicidal effects of TMS by more than two-fold, as demonstrated in a randomized controlled trial and subsequently confirmed with real world experience and mechanistic studies.

The Company has now received FDA approval to proceed with a phase 2b/3 clinical trial (the MIND1 trial) under an Investigational New Drug (IND) license to investigate the role of NRX-101 vs.

placebo in augmenting the effect of robotic-assisted Transcranial Magnetic Stimulation.

The Company has partnered with Zeta Surgical (Cambridge, MA) and several branches of the US Department of War.

Accordingly, in April 2026, the Company incorporated NRx Defense Systems, Inc.

and appointed Dr.

McBride, Ph.D.

(CAPT US Navy, Ret., SES4 National Defense University and Office of the Secretary of Defense, Ret.) as its President.

McBride served a full career as a Naval Medical Officer/Flight Surgeon during which he served two tours of duty as a Program Manager in the Defense Advanced Research Projects Agency (DARPA).

He then served as a Civilian Admiral equivalent in the National Defense University and the Office of the Secretary of Defense.

The Company is expecting non-dilutive funding will be provided by branches of the US Government to support the enrollment and treatment of 400 participants at Military Treatment Facilities, HOPE Therapeutics clinics, and a prominent University teaching hospital, and the protocol now approved by the FDA proposes to test the use of low-dose NRX-101 in conjunction with an accelerated one-day TMS protocol (ONE-D).

The Company has agreed to donate clinical trial quantities of NRX-101 to this effort.

Should this study demonstrate safety and efficacy, it could represent a dramatic expansion of the market for NRX-101 and have the potential to offer patients a rapid remission from severe depression and PTSD with a single day of treatment.

Millions of Americans are expected to be treated with TMS in coming years.

Success in this planned clinical trial would lead to a 2027 PDUFA date for this previously unanticipated indication.

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, a wholly owned subsidiary organized as a Delaware limited liability company, for the purpose of supporting future operations associated with any acquired businesses.

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.

Rebecca Cohen as HOPE’s Medical Director.

On November 10, 2025, HOPE announced completion of clinical training on the Ampa Health TMS device and initiation of the ONE-D protocol at its Florida locations.

HOPE is the first clinical enterprise to offer this one-day treatment protocol in Florida and one of the first to offer this therapy nationwide.

Millions of Americans are expected to be treated with TMS in coming years, and success in this planned clinical trial could lead to a potential 2027 PDUFA date for this previously unanticipated indication.

In February 2024, NRx incorporated HOPE Therapeutics with the intent of developing 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 Transcranial Magnetic Stimulation (TMS), hyperbaric therapy, digital therapeutics, and medication management.

During 2025, the Company developed the operating model for HOPE and made initial clinic acquisitions with funding from the B-Group.

HOPE generated its first clinical revenue in Q4 2025 and currently operates in five locations in Florida with the expectation of operating in eight or more locations by the end of Q2 2026.

In the process of this evolution, HOPE made the scientific decision to focus on delivery of focused TMS with neuro-navigation techniques that are guided by brain imaging.

The Company believes that this is the approach that will best enable future therapies for PTSD, Traumatic Brain Injury (TBI), Autism, and Alzheimer’s, in addition to the current treatment of depression, particularly when enhanced by D-cycloserine based drugs.

In February 2026, HOPE announced the appointment of Professor Joshua Brown, MD, PhD, of Harvard/Mclean to serve as its Chief Medical Innovation Officer, alongside Rebecca Cohen, MD, who serves as HOPE’s Medical Director.

Brown is currently funded by the US National Institutes of Health and the Department of War Defense Advanced Research Projects Agency (DARPA) for projects that advance the frontier of TMS, neuroplasticity, and the application of these techniques to Force Preparedness.

The Company previously disclosed its partnership with the Fondation FondaMental and its CEO, Prof.

Marion Leboyer, who serves as a member of the NRx advisory board to develop her discovery of the role of Human Endogenous Retrovirus (HERV-W) in causing Schizophrenia and the potential role of an anti HERV-W Envelope Protein antibody as a disease-modifying drug to treat schizophrenia and other forms of psychosis.

(see US patent application 2024/0301040 A1).

The antibody was developed by a French biotechnology Company owned by GeNeuro, SA, which was involved in a liquidation following a failed Covid-related clinical trial.

In May 2026, the Company was advised by Swiss authorities that NRx was the winning bidder in a liquidation sale of the GeNeuro assets.

These assets include the schizophrenia drug, together a broad patent portfolio and related cell lines, antibodies, regulatory files, and data from three completed human clinical trials.

In addition to schizophrenia, the GeNeuro portfolio offers potential treatments for Multiple Sclerosis, Amyelotrophic Lateral Sclerosis (ALS), Autism, Optic Neuritis, and Type I Diabetes.

The Schizophrenia patent is jointly owned with Fondation FondaMental.

The patent related to ALS (US 10,723,787 B2) was co-invented with the US National Institutes of Health and shared under an intellectual property agreement.

Herve Perron, formerly Chief Scientist of GeNeuro has joined NRx’s initiative as its Chief Scientist.

The acquisition of the GeNeuro assets is expected to close during Q2 of 2026 and the Company anticipates supporting this exciting endeavor through investment channels that are not dilutive to core NRx investors.

Recent Developments

Drug Development

Grant of Fast Track Designation for NRX-100 from the FDA for all indications and types of depression and related disorders based on its potential to satisfy an unmet medical need.

This designation represents an approximately 10-fold expansion of the addressable market to 13 million Americans, compared to the original Fast Track Designation issued in 2017 for bipolar depression alone.

The Designation letter contains a specific finding that NRX-100 addresses an “unmet medical need.” This is a specific qualifying requirement for the Commissioner’s National Priority Voucher Program.

Re-filing of an Abbreviated New Drug Application (“ANDA”) for NRX-100 (preservative-free intravenous ketamine) following FDA notice of approval of its Suitability Petition for NRx’s proposed strength of preservative-free ketamine, KETAFREE™.

On November 6, 2025 the Company received a communication from FDA that did not identify any major deficiencies in the revised ANDA submission consistent with ANDA approval in Q2 2026.

Filing of Commissioner’s National Priority Voucher application for intravenous ketamine (NRX-100).

Subsequently, the Company was invited to attend a closed-door listening session with the FDA Commissioner and senior staff.

Submission of stability data for NRX-100 to the manufacturing data on file with FDA sufficient to support three years of room temperature shelf stability for NRX-100.

Submission of draft labeling for NRX-100 in the treatment of suicidal depression based on the Fast Track Designation received.

Completion of a toxicology assessment of Benzethonium Chloride, documenting its lack of “Generally Recognized as Safe” (GRAS) status and lack of safety data to support its use in intravenous presentations of ketamine.

Filing of a Citizen Petition with the U.S.

Food and Drug Administration to seek the removal of benzethonium chloride, a toxic preservative, from all ketamine products for intravenous administration.

Filing of a patent application for NRX-100, the Company’s proprietary preservative-free formulation of intravenous ketamine.

Receipt of filing fee waiver from the FDA for NRX-100.

Filing of module 3 manufacturing data to support a New Drug Application for NRX-101 in the treatment of patients with suicidal bipolar depression and akathisia despite treatment with already-approved medication.

FDA inspection of manufacturing facility with reclassification to VAI status, meeting the manufacturing site requirements for Preapproval Inspection and grant of ANDA.

Continuation of Stability and Sterility surveillance with two years of real-time and accelerated stability sufficient to file for three year room temperature shelf life at time of release.

Receipt of Discipline Review Letters from FDA Office of Generic Drug Products on Labeling, Drug Substance, Drug Product, and Bioequivalence with no major deficiencies identified.

Meeting with Generic Drug Product leadership with no barriers identified to on-time approval.

Initiation of commercial manufacturing at 1 million dose per batch scale.

Manufactured drug anticipated by the third quarter.

Presidential Executive Order:

Accelerating Medical Treatments for Serious Mental Illness signed April 16, 2026 directing FDA and HHS to collaborate on use of HHS-funded clinical trials for the approval of psychedelic drugs to treat severe, treatment-resistant mental health conditions.

Publication of Congressional Appropriations Language directing FDA to utilize Real World Evidence as a basis for Substantial Evidence of Efficacy in products to treat suicidal depression and PTSD.

Initiation of Real World Evidence analysis project with Osmind, Inc, to provide RWE on 65,000 patients treated with intravenous ketamine for depression compared to 6,000 patients treated with intranasal S-ketamine.

Type C meeting with FDA to align on submission of existing clinical trials as Substantial Evidence of Effectiveness together with RWE as confirmatory evidence of effectiveness.

Agreement by FDA to consider the Osmind RWE and to review the Statistical Analysis Plan prior to NDA submission.

Initiation of Investigational New Drug application for use of NRX-101 to augment the clinical effect of Transcranial Magnetic Stimulation, with FDA permission to proceed with enrollment of patients in the MIND1 trial of robotic-assisted TMS and NRX-101 vs.

robotic-assisted TMS and placebo.

Non-clinical validation of a proprietary extended release form of D-cycloserine

HOPE Therapeutics

Completed the acquisition of Dura Medical and subsequent acquisition of an interest in Cohen and Associates, LLC with first clinical revenue recorded during Q3.

Appointment of Dr.

Rebecca Cohen as HOPE’s Medical Director.

Completion of clinical training and First-in-Florida initiation of one day depression treatment (ONE-D) utilizing D-cycloserine and the Ampa Health FDA-cleared TMS device.

Recent Developments

Establishment of HOPE clinics in Naples, FL, Fort Meyers, FL, West Palm Beach, FL and Sarasota, FL (2) with locations under development in Boston, MD, Denver, CO, and other locations.

Appointment of Prof.

Joshua Brown, MD, PhD, as Chief Medical Innovation Officer and Rebecca Cohen, MD, as HOPE Medical Director.

Brown is currently funded under DARPA Phase 2 contracts to adapt TMS to meet the needs of Force Preparedness.

Partnership initiation with neurocare AG, (Munich and Atlanta, GA) with clinical collaboration and collaboration on NRX-101 as therapy to enhance effectiveness of TMS.

Partnership with EMOBOT, Inc.

(Paris, France) to deploy continuous patient monitoring of depression, PTSD, and suicidality across HOPE’s clinical footprint to support accountable care initiatives.

Development partnership with Zeta Surgical ( https://www.zetasurgical.com ) neurosurgical robotics manufacturer to support development of military-focused TMS technology in support of force preparedness.

NRx Defense Systems

Incorporation of NRx Defense Systems and appointment of CAPT Dennis McBride, PhD as President of NRXD.

Appointment of study lead (currently in contracting) for Department of War-funded deployment of.

Military-grade TMS initiative including NRX-101 neuroplastic augmentation, robotic TMS, and precision neuro-navigation to be provided by Zeta Surgical (Cambridge, MA).

Corporate donation of NRX-101 to designated Military Treatment Facilities for clinical trial of TMS+NRX-101 in the treatment of depression and PTSD.

Incorporation of GeNeuro, as a majority-owned subsidiary of NRx to focus on mitigation of Human Endogenous Retroviral infection in the treatment of Psychosis, Multiple Sclerosis, ALS, Autism, and Optic Neuritis.

Key patents owned jointly with Fondation FondaMental and with the US National Institutes of Health.

Award by the Courts of Switzerland through a winning bid of all assets previously owned by GeNeuro, SA, to include patents, cell lines, finished investigational product, regulatory filings, and data from three completed clinical trials.

The acquisition is expected to close during the second quarter of 2026.

Leadership Expansions

Joshua Brown, MD, PhD, of Chief of TMS Research at Harvard Mclean Hospital has been appointed as the Company’s Chief Medical Innovation Officer.

Brown is the Principal Investigator for DARPA Phase I and Phase II studies related to TMS and neuroplastic drugs.

Glenn Tyson has been appointed as NRx Pharmaceuticals’ first Chief Commercial Officer.

Dennis McBride has been appointed as President of NRx Defense Systems.

Marion Leboyer, MD, PhD, a long-time advisor to the Company will now lead the Company’s development of anti-HERV-W antibody for the treatment of Schizophrenia and other forms of Psychosis.

She will be joined by Dr.

Herve Perron, PhD, former Chief Scientist of GeNeuro.

In May 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 three months ended September 30, 2025, in connection with the at-the-market offering, the Company sold an aggregate of 1,350,788 shares of Common Stock for approximately $3.81 million, net of less than $0.1 million in transaction costs.

During the nine months ended September 30, 2025, in connection with the at-the-market offering, the Company sold an aggregate of 1,749,866 shares of Common Stock for approximately $4.75 million, net of $0.1 million in transaction costs.

During the year ended December 31, 2025, the Company sold an aggregate of 2,277,177 shares of Common Stock for approximately $6.54 million, net of $0.2 million in offering costs.

Pursuant to the Anson Purchase Agreement, on January 28, 2025, the Company issued $5.4 million of Third Tranche Anson Notes at an 8% original issue discount for total cash proceeds of approximately $5.0 million.

On August 18, 2025, the Company entered into 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.

On August 18, 2025, the Company entered into the Second RD Purchase Agreement with certain accredited investors for the sale of an aggregate of 3,959,999 shares of Common Stock, at a purchase price of $1.65 per share.

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.

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Although no assurances can be given, management believes that it will be able to secure necessary financing to support and consummate both its previously announced acquisitions and potential future acquisition candidates, execute its business plan and achieve its projected revenue objectives.

Drug Development

NRX-100 – Preservative-Free Ketamine:

As described in previous filings, we have undertaken two paths to market for NRX-100:

a generic-approval path under an Abbreviated New Drug Application (ANDA) to address the current generic market for ketamine and an innovative drug path under a New Drug Application (NDA) to develop ketamine for use in treating suicidal depression.

The ANDA market is estimated at $750 million today and we anticipate entering this market in early 2026.

There is one ketamine-based drug currently marketed for treatment of depression and its manufacturer recently reported $1.3 billion in 2024 sales.

With recent positive changes in the regulatory environment, we similarly anticipate entering the innovative market for ketamine in early-mid 2026.

Our proprietary, preservative free formulation is the subject of a US patent filing that has potential to confer market exclusivity.

In addition, we have filed a Citizen Petition with the FDA noting that the Benzethonium Chloride (BZT) preservative in ketamine is not Generally Recognized as Safe (GRAS) and has not been demonstrated to be safe in the context of this product.

Historically, BZT was added to ketamine to enable multidose use and multi-patient use from a single vial.

Those uses are no longer common in US healthcare facilities.

We have performed an extensive review of the toxicology literature around BZT and determined that the FDA no longer allows BZT to be used in hand cleansers and topical antiseptics.

1 BZT is part of a class of quaternary amines that have been shown to be toxic to corneal and conjunctival cells.

A related compound in this class, Benzalkonium Chloride, has been removed from many eyedrops because of this demonstrated toxicity.

The toxicology review link suggests that while single dose administration of preserved ketamine is generally thought of as safe, the cumulative dose of BZT with repeated intravenous administration may approach a toxicologically-concerning exposure to this compound.

1 Toxicological Evaluation of Benzethonium Chloride in Ketamine Formulations.

https://doi.org/10.5281/zenodo.16883346 )

In general, we anticipate that a preservative-free form of ketamine will be welcomed by physicians and patients, which may enable NRX-100 to gain a larger share of the existing ketamine market than would be available to an undifferentiated product.

However, should the Citizens Petition be granted the share of the generic market captured by NRX-100 could be considerably higher.

The first filing of the ANDA in June 2025 received a “Refuse to Receive” letter from the FDA primarily based on a difference in the concentration of a single inactive ingredient (sodium chloride) between the NRX-100 formulation and the reference formulation of KETALAR®.

The Company met with leadership of the Office of Generic Drugs and agreed to adjust the sodium chloride concentration to within 5% of the reference product.

The ANDA was refiled in September 2025 and the Company received a letter in November 2025 identifying only several minor administrative discrepancies, all of which have now been addressed without starting a new regulatory cycle.

The Company is aware of no impediments to an acceptance of the ANDA package and anticipates regulatory action in the Q2 2026 time frame.

The request by the FDA to alter the sodium chloride level in the ANDA formulation creates a permanent formulation difference between the ANDA product (KETAFREE™) and the NRX-100 innovative product.

This difference will result in two different drug identification numbers post approval and will enable the Company to establish different commercial paths for KETAFREE™ and NRX-100.

Ongoing stability data remains on track for three years of room temperature shelf stability, the maximum allowed for a sterile injectable product.

Our path to New Drug Approval of Ketamine for treatment of depression was substantially augmented on August 8, 2025 by award of an expanded Fast Track Designation (FTD) to NRX-100 by the FDA Division of Psychiatry Products.

Originally, in 2017, the FDA awarded FTD to NRX-100 in association with NRX-101 for the treatment of suicidal bipolar depression.

During the current quarter, the FDA gave a far broader Fast Track Designation to NRX-100, designating it for “Treatment of suicidal ideation in depression, including bipolar depression,” According to the US Centers for Disease Control (CDC), 3.6 million Americans contemplate suicide each year, with 1.5 million attempting suicide and an American dying of suicide every 11 minutes.

The FDA further augmented the potential path to market of NRX-100 by establishing the Commissioner’s National Priority Voucher Program (CNPV).

The key criteria are shown below, taken from the FDA website.

To receive a CNPV, a product must meet at least one of the criteria below.

Management believes that NRX-100 meets all five criteria.

Addressing a U.S.

public health crisis.

An example could include developing a universal flu vaccine that could provide broad protection against multiple strains of influenza, including those with pandemic potential.

Delivering more innovative cures for the American people.

The focus for this priority is transformative impact that far outstrips the threshold for breakthrough therapy designation.

Examples could include creating a novel immunotherapy that reprograms the body’s immune system to fight multiple diseases;

or transforming mental health care through a novel treatment for PTSD.

Addressing a large unmet medical need.

This includes a condition that available therapies do not adequately diagnose or treat, including drugs to treat or prevent rare diseases or addressing America’s chronic disease crisis.

Onshoring drug development and manufacturing to advance the health interests of Americans and strengthen U.S.

supply chain resiliency.

Examples could include companies with new manufacturing establishments that shift manufacturing of essential medicines (such as generic sterile injectables) from foreign facilities to the U.S.;

or a clinical trial that maintains robust U.S.

enrollment to support generalizability for Americans against the U.S.

standard of care.

Increasing affordability.

This could include a company that lowers the U.S.

price of a drug or drugs consistent with Most Favored Nation pricing or reduces other downstream medical utilization to lower overall healthcare costs.

Receipt of a CNPV affords a substantially faster review time of 1-2 months vs.

10-12 months, enhanced communication throughout the review process, a multidisciplinary team-based evaluation, and potential for accelerated approval if the applicable requirements are met.

Key to this process is determination that the candidate product meets a large, unmet medical need.

That determination was specifically made in the case of NRX-100 by the Division of Psychiatry Products and included in the Fast Track Determination letter.

There is an additional feature to the CNPV that may limit eligibility to a relatively few drugs.

The CNPV requires that a Company’s module 3 manufacturing data be on file.

These data were initially filed for NRX-100 in December 2024, and the stability data were updated in July 2025 to support three years of room temperature shelf stability.

NRx intends to seek Accelerated Approval of NRX-100.

The data that have been licensed from the Government of France and Columbia University demonstrate that intravenous ketamine is superior to placebo and to active placebo in reducing suicidal ideation and depression within hours and has an effect duration of about a week.

The PCORI-funded trial of ketamine vs.

ECT demonstrates non-inferiority to ECT on depression over a 6-month period.

The Company believes that these data are sufficient for an FDA grant of initial market access subject to confirmatory data.

However, longer term data are desirable for a drug that may ultimately be used in millions of patients each year.

Additional detail regarding established ketamine efficacy data is noted below.

In addition to the experimental data shown above, the Company will be presenting Real World Data from two sources that capture medical record information from approximately 70,000 and 1,200 patients, respectively.

An example drawn from the first 20,000 such patients examined is depicted below and suggests that the effect of ketamine seen in Real World Data are consistent with the results observed in randomized clinical trials.

Unlike the randomized trials that compared ketamine to placebo and active comparator, the Real World Data also compares intravenous ketamine to intranasal SPRAVATO® with favorable findings.

Under the accelerated approval pathway, a Company is obligated to provide confirmatory data of safety and efficacy within five years of accelerated approval.

In this case, NRx has contracted with the sponsors of a 450-person randomized non-inferiority trial of intravenous racemic ketamine compared to intranasal S-ketamine.

The Company hypothesizes that NRX-100 will prove to be non-inferior to intranasal S-ketamine in reducing symptoms of depression and may prove superior in reducing symptoms of suicidality.

Original indication in Bipolar Depression

Clinical progress related to NRX-101 is documented in recently-filed forms 10-K and 10-Q.

During Q2 2025 and in subsequent events, management has focused on preparing the New Drug Application of NRX-101, submitting more than 80,000 pages of manufacturing, non-clinical, and clinical material in July 2025.

Breakthrough Therapy Designation was awarded to NRX-101 by the FDA in 2018.

As noted previously, NRX-101 demonstrated a statistically-significant benefit in reduction of suicidality and reduction of akathisia in a randomized, well-controlled trial against lurasidone.

These findings confirm the initial results reported in the Company’s STABIL-B trial.

The Company anticipates filing an NDA for Accelerated Approval of NRX-101 for treatment of “Suicidal Bipolar Depression in patients with Akathisia and Active Suicidal Ideation despite standard of care therapy.” NRX-101 is the only oral medicine that has ever been demonstrated in two randomized trials to reduce active suicidality and akathisia, to the Company’s knowledge.

The Company is in active discussion with an academic medical center that has already demonstrated leadership in the successful phase 2 trial to conduct the confirmatory research required post Accelerated Approval under an already-funded national multicenter trial.

The Company is currently applying for a PDUFA fee waiver from the FDA on the grounds of overwhelming public health need.

New indication in augmenting the effects of Transcranial Magnetic Stimulation (TMS).

In the third quarter, the Company identified a promising new indication for NRX-101 that potentially offers rapid path to commercialization for this Breakthrough Therapy-designated drug.

Recent evidence suggests that NRX-101 may confer a significant added advantage to the clinical results of Transcranial Magnetic Stimulation.

2 Cole and colleagues reported that patients randomized to DCS vs.

Placebo concurrent with TMS using a standard protocol experienced a greater than two-fold benefit in terms of reduction in symptoms of depression.

Clinical response of 75% and remission of 40% was seen in the DCS-treated group.

A substantial body of nonclinical literature has been published in subsequent years demonstrating that DCS at low doses exerts a neuroplasticity effect and causes dendritic sprouting in areas of the brain associated with depression.

On November 4, 2025, Real World Data were presented in conjunction with use of the Ampa TMS device and a one day TMS protocol, combined with a single administration of oral DCS.

3 The authors reported 87% clinical response and 72% remission manifesting at 6 weeks after a single day of treatment on the Hamilton Depression Rating Scale with similar findings on other standard test measures.

2 Cole J, et.al.

Efficacy of Adjunctive D-Cycloserine to Intermittent Theta-Burst Stimulation for Major Depressive Disorder:

A Randomized Clinical Trial.

JAMA Psychiatry.

2022;79(12):1153–1161.

doi:10.1001/jamapsychiatry.2022.3255

3 Vaughn, Donald & Marino, Brooke & Engelbertson, Alex & Dojnov, Aleksandra & Weiss, Nick & Vila-Rodriguez, Fidel & Nanos, Georgine & Downar, Jonathan.

Real-world effectiveness of a single-day regimen for transcranial magnetic stimulation using Optimized, Neuroplastogen-Enhanced techniques in Depression (ONE-D).

10.21203/rs.3.rs-5679327/v1.

Although the above studies were conducted with DCS alone, the Seromycin® (D-cycloserine) label lists a clear contra-indication for the use of DCS in patients with depression.

That contraindication was part of the basis for the agreement between NRx and the FDA to combine DCS and lurasidone into NRX-101 and the FDA’s decision to assign an indication for NRX-101 together with Breakthrough Therapy Designation in the treatment of Bipolar Depression.

The Company has now filed with the FDA to expand the Breakthrough Therapy indication to the treatment of Treatment-resistant Depression.

Based on the above findings, NRX-101 containing comparable doses of D-cycloserine is now being offered to physicians treating with TMS who are willing to provide NRx with outcomes data.

The Company is now planning a phase 3 registration trial for the use of NRX-101 vs.

placebo in conjunction with Theta-burst TMS.

Based on the rapid adoption of accelerated TMS and the dramatic results seen, we estimate that between 1 and 3 million Americans will receive TMS for depression annually.

The Company holds numerous composition of matter and method patents on the use of NRX-101 that have the potential to create a substantial period of market exclusivity should the drug be approved.

HOPE Therapeutics:

Operating Progress

In the last month of the quarter, NRx consummated, through its HOPE subsidiary, its first clinic acquisition (Dura) leading to its first revenue from operations.

Note that the revenue shown on the financial statement represents only three weeks of clinical revenue and that revenues are expected to grow as more clinical footprint is acquired.

In October 2025, the NRx, through its HOPE subsidiary, completed the acquisition of a minority interest in Cohen.

Subsequent to the quarter, NRx became the first clinical entity to partner with Ampa Health in the State of Florida and one of the first nationwide.

The Ampa device is unique because of the results demonstrated with the ONE-D protocol and the dramatic rate of clinical response (87%) and remission (72%) seen when this TMS device is combined with the key ingredient of NRX-101.

The Company is in active acquisition mode and is also establishing partnerships with TMS providers that could enable HOPE to enter into a Medical Services Organization (MSO) structure with partner entities.

In October 2018, the Company was the only commercial entity invited to participate in the national Stop Suisilence weekend at the US Army Museum at Fort Belvoir, VA.

HOPE’s CEO presented opposite active duty and retired members of the US military including numerous flag officers and the Senior Advisor to the Secretary of Veterans Affairs.

HOPE has active contracts to provide care to Veterans through the Veterans Health Administration and to Active Duty and Retired military personnel through TRICARE.

Reimbursement is provided for approved drugs and therapies including SPRAVATO and TMS, together with administration of intravenous ketamine, which remains an off-label use, pending approval of NRX-100.

Financial Results

Since inception, the Company has incurred significant operating losses.

For the three months ended September 30, 2025 and 2024, the Company’s net loss was $5.9 million and $1.6 million, respectively.

For the nine months ended September 30, 2025 and 2024, the Company’s net loss was $29.0 million and $16.1 million, respectively.

As of September 30, 2025, the Company had an accumulated deficit of $307.3 million, a stockholders’ deficit of $25.8 million and a working capital deficit of $28.7 million.

For the three months ended March 31, 2026 and 2025, the Company’s net loss was $1.4 million and $5.5 million, respectively.

As of March 31, 2026, the Company had an accumulated deficit of $308.3 million, a stockholders’ deficit of $13.8 million and a working capital deficit of $17.8 million.

Going Concern

The Company’s ongoing clinical activities continue to generate losses and net cash outflows from operations.

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

The Company plans to pursue additional equity or debt financing or refinancing opportunities to fund ongoing clinical activities, and for the general corporate purposes of the Company.

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

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

As such, the Company has concluded that substantial doubt exists about 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 condensed consolidated financial statements.

The Company may raise substantial additional funds, and if it does so, it may do so through one or more of the following:

issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one of the Company’s product candidates.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

Components of Results of Operations

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Procedural services, such as ketamine infusions, esketamine administration, TMS sessions, and SGB/epidural procedures, are recognized at the point in time when services are rendered.

For the three and nine months ended September 30, 2025, the Company recorded total revenue of approximately $0.2 million, which was solely attributable to patient services provided by Dura following its acquisition on September 8, 2025.

For the three months ended March 31, 2026, the Company recorded total revenue of approximately $1.1 million, which was solely attributable to patient services provided by Dura following its acquisition on September 8, 2025.

Prior to the acquisition, the Company did not generate revenue as it was in the development stage and primarily focused on corporate formation, financing, and acquisition-related activities.

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Management anticipates that revenue will increase in subsequent periods as Dura’s operations are fully integrated and additional clinical capacity, patient volume, and service lines are expanded under the Company’s ownership.

Operating Expense

Operating Expenses

Cost of patient services

1 unchanged sentence

These costs are expensed as incurred.

For the three and nine months ended September 30, 2025, cost of patient services related solely to operations of Dura following its acquisition on September 8, 2025.

For the three months ended March 31, 2026, cost of patient services related solely to operations of Dura following its acquisition on September 8, 2025.

Given the limited period of post-acquisition operations, current cost levels are not representative of the Company’s expected ongoing operating costs.

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Settlement (income) expense

Settlement (income) expense during the three and nine months ended September 30, 2025, consists of amounts related to the resolution of legal claims and income recognized from the reduction of previously accrued settlement liabilities, as certain matters were settled for less than originally estimated.

Results of operations for the three months ended September 30, 2025 and 2024

Settlement (income) expense during the three months ended March 31, 2026, consists of amounts related to the resolution of legal claims and income recognized from the reduction of previously accrued settlement liabilities, as certain matters were settled for less than originally estimated.

Results of operations for the three months ended March 31, 2026 and 2025

The following table sets forth the Company’s selected statements of operations data for the following periods (in thousands):

Three months ended

September 30,

Net patient service revenue

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Loss on Consideration Shares and Warrants

Convertible note default penalty

Loss on convertible note conversions

Gain on exercise of warrants

Total other expense

Income from equity method investments

Total other expense (income)

Loss before tax

Net patient service revenue

For the three months ended September 30, 2025, the Company recorded $0.2 million in net patient service revenues from the clinical services provided by Dura following the acquisition dated September 8, 2025.

The Company did not record revenues for the three months ended September 30, 2024.

For the three months ended March 31, 2026, the Company recorded $1.1 million in net patient service revenues from the clinical services provided by Dura following the acquisition dated September 8, 2025.

The Company did not record revenues for the three months ended March 31, 2025.

Operating expense

Cost of patient services

For the three months ended September 30, 2025, the Company recorded $0.1 million in costs of patient services, as compared to $0 incurred during the three months ended September 30, 2024.

For the three months ended March 31, 2026, the Company recorded $0.6 million in costs of patient services, as compared to $0 incurred during the three months ended March 31, 2025.

This increase can be attributed to the acquisition of Dura on September 8, 2025.

Research and development expense

For the three months ended September 30, 2025, the Company recorded $1.4 million of research and development expense, as compared to approximately $0.6 million for the three months ended September 30, 2024.

The increase of $0.8 million is related primarily due to a $0.4 million increase in clinical trials and development and a $0.3 million increase in regulatory and process development consulting costs.

The research and development expense for each of the three months ended September 30, 2025 and 2024, includes less than $0.1 million of non-cash stock-based compensation.

For the three months ended March 31, 2026, the Company recorded $1.3 million of research and development expense, as compared to approximately $0.8 million for the three months ended March 31, 2025.

The increase of $0.5 million is primarily related to a $0.5 million increase in clinical trials and development.

The research and development expense for each of the three months ended March 31, 2026 and 2025, includes less than $0.1 million of non-cash stock-based compensation.

General and administrative expense

For the three months ended September 30, 2025, the Company recorded $2.8 million of general and administrative expense, as compared to approximately $2.4 million for the three months ended September 30, 2024.

The increase of $0.5 million is related primarily to an increase of $0.9 million in employee expenses and $0.1 in legal and professional expenses, partially offset by a decrease of $0.4 million in consulting costs and $0.2 million in insurance costs.

General and administrative expense includes less than $0.1 million of non-cash stock-based compensation for both of the three months ended September 30, 2025 and 2024.

Settlement (income) expense

For the three months ended September 30, 2025, the Company recognized settlement income of approximately $0.1 million resulting from the adjustment of previously accrued settlement amounts, as certain legal matters were settled for less than initially accrued.

The Company did not incur any settlement income or expense during the three months ended September 30, 2024.

For the three months ended March 31, 2026, the Company recorded $3.8 million of general and administrative expense, as compared to approximately $2.9 million for the three months ended March 31, 2025.

The increase of $0.9 million is related primarily to an increase of $0.8 million in employee costs and $0.6 million in office expenses, partially offset by a decrease of $0.2 million in insurance costs and $0.1 million in legal fees.

General and administrative expense includes $0.1 million and less than $0.1 million of non-cash stock-based compensation for the three months ended March 31, 2026 and 2025, respectively.

Settlement expense (income)

For the three months ended March 31, 2026, the Company recognized settlement income of less than $0.1 million resulting from certain legal matters that were settled in 2026.

The Company recorded $0.1 million in settlement expenses during the three months ended March 31, 2025 in connection with deductibles related to insurance claims.

Depreciation and amortization

Depreciation and amortization expense increased to $26 for the nine months ended September 30, 2025, compared to $2 for the same period in 2024, primarily due to the recognition of depreciation and amortization on property and equipment and intangible assets acquired in the Dura acquisition completed in September 2025.

Depreciation and amortization expense increased to $63 for the three months ended March 31, 2026, compared to $0 for the same period in 2025, primarily due to the recognition of depreciation and amortization on property and equipment and intangible assets acquired in the Dura acquisition completed in September 2025.

Other expense (income)

Interest income

For the three months ended September 30, 2025, the Company recorded less than $0.1 million of interest income, as compared to less than $0.1 million of interest income for the three months ended September 30, 2024.

For the three months ended March 31, 2026, the Company recorded less than $0.1 million of interest income, as compared to less than $0.1 million of interest income for the three months ended March 31, 2025.

Interest expense

For the three months ended March 31, 2026, the Company recorded $0.2 million of interest expense related to accrued interest on the refund liability arising from the termination of the License Agreement with Alvogen.

For the three months ended March 31, 2025, the Company recorded $0 of interest expense.

Change in fair value of convertible notes payable

For three months ended September 30, 2025, the Company recorded a loss of $1.5 million related to the change in fair value of the convertible notes payable which are accounted for under the fair value option.

For the three months ended September 30, 2024, the Company recorded a gain of $1.4 million related to the change in fair value of the convertible note payable which is accounted for under the fair value option.

For three months ended March 31, 2026, the Company recorded a loss of $0 related to the change in fair value of the convertible notes payable which are accounted for under the fair value option.

For the three months ended March 31, 2025, the Company recorded a loss of $1.0 million related to the change in fair value of the convertible note payable which is accounted for under the fair value option.

Change in fair value of warrant liabilities

For the three months ended September 30, 2025, the Company recorded a loss of $5.0 million related to the change in fair value of the warrant liabilities, as compared to a gain of $0.2 million for the three months ended September 30, 2024.

The increase in loss during the three months ended September 30, 2025 was attributed to the warrants issued in conjunction with the First, Second and Third Tranches of the Anson Notes, additional shares of Anson Warrants issued as a result anti-dilutive provision, as well as increase in the Company’s stock prices.

For the three months ended March 31, 2026, the Company recorded a gain of $3.5 million related to the change in fair value of the warrant liabilities, as compared to a loss of $2.9 million for the three months ended March 31, 2025.

The increase in gain during the three months ended March 31, 2026 is attributable to the warrants issued in conjunction with the First, Second and Third Tranches of the Anson Notes, additional shares of Anson Warrants issued as a result anti-dilutive provision, as well as increase in the Company’s stock prices.

Loss on convertible note conversions

For the three months ended September 30, 2025, the Company recorded a loss of $0.8 million related to convertible note conversion, as compared to a loss of $0.1 million during the three months ended September 30, 2024.

For the three months ended March 31, 2026, the Company recorded a loss of $0 related to convertible note conversion, as compared to a loss of $1.6 million during the three months ended March 31, 2025.

These conversions were calculated as the difference between the conversion price per the terms of the Anson first tranche senior secured convertible notes agreements relative to the fair value of the Common Stock on the date of conversion as described further under footnote 9 to the accompanying unaudited condensed consolidated financial statements.

Gain on exercise of warrants

For the three months ended September 30, 2025, the Company recorded a $5.4 million gain on the exercise of warrants.

This results from the settlement of the warrant liability for exercised warrants (see Note 12).

Results of operations for the nine months ended September 30, 2025 and 2024

The following table sets forth the Company’s selected statements of operations data for the following periods (in thousands):

Nine months ended

September 30,

Net patient service revenue

Operating expense:

Cost of patient services

Research and development

Selling, general and administrative

Depreciation and amortization

Settlement (income) expense

Total operating expense

Loss from operations

Other expense (income):

Interest income

Interest expense

Change in fair value of convertible note payable

Change in fair value of warrant liabilities

Loss on issuance of Registered Direct Offering

Loss on Consideration Shares and Warrants

Convertible note default penalty

Loss on convertible note conversions

Gain on exercise of warrants

Total other expense

Loss before tax

Net patient service revenue

For the nine months ended September 30, 2025, the Company recorded $0.2 million in net patient service revenues from the clinical services provided by Dura following the acquisition dated September 8, 2025.

The Company did not record revenues for the nine months ended September 30, 2024.

Operating expenses

Cost of patient services

For the nine months ended September 30, 2025, the Company recorded $0.1 million in costs of patient services, as compared to $0 incurred during the nine months ended September 30, 2024.

This increase can be attributed to the acquisition of Dura completed on September 8, 2025.

Research and development expense

For the nine months ended September 30, 2025, the Company recorded $3.2 million of research and development expense, as compared to approximately $5.2 million for the nine months ended September 30, 2024.

The decrease of $2.0 million is mainly related primarily due to the conclusion of the phase 2 study related to NRX-101 and the Company's cash conservation efforts, $0.3 million in clinical costs, $1.4 million in other regulatory and process development costs, and $0.3 million in regulatory and process consultants’ fees.

The research and development expense for each of the nine months ended September 30, 2025 and 2024, respectively, includes less than $0.1 million of non-cash stock-based compensation.

General and administrative expense

For the nine months ended September 30, 2025, the Company recorded $8.5 million of general and administrative expense, as compared to approximately $10.9 million for the nine months ended September 30, 2024.

The decrease of $2.4 million is primary related to a decrease of $2.5 million in consultant fees, $0.4 million in insurance expense and $0.4 million by other administrative expenses, offset by increase of $0.6 million in employee expenses and $0.3 million in legal expense.

General and administrative expense includes $0.7 million and $0.3 million of non-cash stock-based compensation for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation and amortization

Depreciation and amortization expense increased to $28,000 for the nine months ended September 30, 2025, compared to $4,000 for the same period in 2024, primarily due to the recognition of depreciation and amortization on property and equipment and intangible assets acquired in the Dura acquisition completed in September 2025.

Settlement (income) expense

For the nine months ended September 30, 2025, the Company recognized settlement income of less than $0.1 million resulting from the adjustment of previously accrued settlement amounts, as certain legal matters were settled for less than initially accrued.

The Company did not incur any settlement income or expense during the nine months ended September 30, 2024.

Other expense (income)

Interest income

For the nine months ended September 30, 2025, the Company recorded less than $0.1 million of interest income, as compared to less than $0.1 million of interest income for the nine months ended September 30, 2024.

Interest expense

For the six months ended September 30, 2025, the Company recorded $0 of interest expense, as compared to $0.2 million of interest expense for the nine months ended September 30, 2024.

The decrease of $0.2 million is due to premiums for cash payments on the convertible note for the nine months ended September 30, 2024.

The interest expense on the convertible notes is embedded in the change in fair value of convertible notes payable, which are accounting for under the fair value option.

Convertible note default penalty

For the nine months ended September 30, 2025, the Company recorded no default penalty, as compared to $0.8 million of a default penalty for the nine months ended September 30, 2024.

The decrease is due to alleged default in connection with the convertible note in 2024 and no such event of default during the nine months ended September 30, 2025.

Change in fair value of convertible notes payable

For nine months ended September 30, 2025, the Company recorded a loss of $8.0 million related to the change in fair value of the convertible notes payable which are accounted for under the fair value option.

For the nine months ended September 30, 2024, the Company recorded loss of $1.0 million related to the change in fair value of the convertible note payable which is accounted for under the fair value option.

Change in fair value of warrant liabilities

For the nine months ended September 30, 2025, the Company recorded a loss of $8.5 million related to the change in fair value of the warrant liabilities, as compared to a gain of $0.2 million for the nine months ended September 30, 2024.

The increase in loss during the nine months ended September 30, 2025 was attributed to the warrants issued in conjunction with the First, Second and Third Tranches of the Anson Notes and the effects of the full ratchet antidilution trigger on the Anson Warrants in the third quarter of 2025, as well as increase in the Company’s fair value of its common shares.

Loss on issuance of Registered Direct Offering

For the nine months ended September 30, 2025, the Company recorded a loss of $0.7 million related to the issuance of the First Registered Direct Offering, as compared to $0 during the nine months ended September 30, 2024.

As the fair value of the warrant liabilities issued in the Registered Direct Offering exceeded the net proceeds received of $3.3 million, the Company recognized the excess of the fair value over the net proceeds received of $3.26 million as a loss upon issuance of RD Shares of $0.7 million which is included in other expense (income) in the condensed consolidated statement of operations for the period ended September 30, 2025.

Loss on Considerations shares and warrants

For the nine months ended September 30, 2025, the Company recognized a $1.3 million loss related to the March 20, 2025 issuance of 303,819 Consideration Shares and 303,819 Consideration Warrants to Anson under the terms of CWA.

This loss, totaling $1.3 million, was recorded within other expense in the condensed consolidated statement of operations.

Loss on convertible note conversion

For the nine months ended September 30, 2025, the Company recorded a loss of $4.2 million related to convertible note conversion, as compared to $0.1 million during the nine months ended September 30, 2024.

These conversions were calculated as the difference between the conversion price per the terms of the Anson first tranche senior secured convertible note agreements relative to the fair value of the Common Stock on the date of conversion as described further under footnote 10 to the accompanying unaudited condensed consolidated financial statements.

Gain on exercise of warrants

For the nine months ended September 30, 2025, the Company recorded a $5.4 million gain on the exercise of Anson warrants, resulting from the settlement of warrant liabilities for exercised awarrants (See Note 12).

Income from equity investments

For the three months ended March 31, 2026, the Company recorded a gain of less than $0.1 million related to its investment in Cohen & Associates LLC, which is recorded at cost and adjusted for the Company’s proportionate share of Cohen & Associates’ net income or loss.

Please see Note 18 in the accompanying unaudited condensed consolidated financial statements for further information on the investment in Cohen & Associates.

Liquidity and Capital Resources

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Until such time as the Company is able to establish a significant revenue stream from the sale of its therapeutic products, it is dependent upon obtaining necessary equity and/or debt financing to continue operations.

The Company cannot make any assurances that sales of NRX-101 will commence in the near term or that additional financings will be available to it on acceptable terms or at all.

The Company cannot make any assurances that sales of KETAFREE™, NRX-100, and/or NRX-101 will commence in the near term, revenue from clinics with grow, or that additional financings will be available to it on acceptable terms or at all.

This could negatively impact our business and operations and could also lead to the reduction of our operations.

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On April 17, 2025, the Company reinstated the ATM Offering and filed a prospectus supplement under the Offering Agreement for an aggregate of $20 million.

Through September 30, 2025, the Company received aggregate net cash proceeds to the Company from the ATM Offering of approximately $6.1 million, with $4.7 million of net aggregate net cash proceeds received during the nine months ending September 30, 2025.

Through March 31, 2026, the Company received aggregate net cash proceeds to the Company from the ATM Offering of approximately $3.5 million, with $3.4 million of net aggregate net cash proceeds received during the three months ended March 31, 2026.

The following table presents selected financial information and statistics for each of the periods shown below:

September 30,

Balance Sheet Data:

Convertible notes payable and accrued interest

Total liabilities

Total stockholders' deficit

Nine months ended

September 30,

Three Months Ended

Statement of Cash Flow Data:

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Net cash provided by financing activities

Net increase (decrease) in cash

Net (decrease) increase in cash

Operating Activities

During the nine months ended September 30, 2025, operating activities used approximately $10.4 million of cash, primarily resulting from a net loss of $29.0 million partially offset by net non-cash losses of $17.9 million, including $8.0 million in change in fair value of convertible promissory notes, $0.7 million of stock-based compensation and Common Stock issued in exchange for services, $4.2 million loss in convertible note conversion, $1.3 million of loss on Consideration Shares and Warrants, $0.4 million in debt issuance costs, $0.7 million in loss on issuance of Register Direct offering, $8.5 million loss in change in fair value of warrant liabilities, $5.4 million in gain on exercise of warrants, and changes in operating assets and liabilities of less than $0.1 million.

During the nine months ended September 30, 2024, operating activities used approximately $8.5 million of cash, primarily resulting from a net loss of $16.0 million, partially offset by (a) net non-cash losses of $2.1 million, including a gain of $1.0 million in change in fair value of convertible promissory notes, and gain of $0.2 million in change in fair value of warrants, $0.4 million of stock-based compensation, $1.3 million of contract costs related to Alvogen termination, $0.8 million of default penalties, $0.5 million in debt issuance costs, and (b) changes in operating assets and liabilities of $5.4 million.

During the three months ended March 31, 2026, operating activities used approximately $4.3 million of cash, primarily resulting from a net loss of $1.4 million partially offset by net non-cash gain of $3.2 million, including $3.5 million in change in fair value of warrant, off set by adjustment of $0.3 of stock-based compensation and others reconciling items, and changes in operating assets and liabilities of less than $0.35 million.

During the three months ended March 31, 2025, operating activities used approximately $3.5 million of cash, primarily resulting from a net loss of $5.5 million partially offset by net non-cash losses of $2.0 million, including $1.0 million in change in fair value of convertible promissory notes, $0.1 of stock-based compensation, $1.6 million loss in convertible note redemptions, $1.3 million of loss on debt settlement, $0.4 million in debt issuance costs, $0.7 in loss on issuance of Register Direct offering and changes in operating assets and liabilities of less than $0.1 million, offset by a gain of $2.9 million in change in fair value of warrants.

Investing Activities

Net cash used in investing activities was $2.6 million for the nine months ended September 30, 2025, compared to no cash used in investing activities during the comparable period in 2024.

The outflows in the current period were primarily related to the cash consideration paid in connection with the acquisition of Dura, net of cash acquired.

The Company did not incur any significant capital expenditure during either period.

Net cash used in investing activities was $0.2 million for three months ended March 31, 2026, compared to no cash used in investing activities during the comparable period in 2025.

The outflows in the current period were primarily related to capital expenditure for purchase of furniture and equipment.

Financing Activities

During the nine months ended September 30, 2025, financing activities provided $18.7 million of cash resulting from $9.4 million in proceeds from issuance of Common Stock and warrants related to the RD Offering and $5.0 million in proceeds from the Anson Notes, $4.8 million in proceeds from issuance of Common Stock in connection with ATM offering, offset by $0.4 million in repayments of and by $0.2 million of proceeds from insurance notes, and $0.2 million in debt issuance costs due to the fair value election on Anson Notes.

During the nine months ended September 30, 2024, financing activities provided $5.6 million of cash resulting from $1.0 million in proceeds from issuance of Common Stock and warrants issued in a private placement, $4.9 million in proceeds from issuance of Common Stock and warrants, $2.9 million in proceeds from the Anson Notes, and $2.1 million from warrant proceeds offset by $4.8 million in repayments of the convertible notes.

During the three months ended March 31, 2026, financing activities provided $3.4 million in proceeds from issuance of common stock in ATM offering.

During the three months ended March 31, 2025, financing activities provided $7.6 million of cash resulting from $3.3 million in proceeds from issuance of common stock and warrants related to the RD Offering and $5.0 million in proceeds from the Anson Notes, offset by $0.3 million in repayments of insurance notes and $0.4 million in debt issuance costs due to the fair value election on Anson Notes.

Contractual Obligations and Commitments

See Note 10, Debt, and Note 11, Commitments and Contingencies, of the notes to the Company’s condensed consolidated financial statements as of and for the nine months ended September 30, 2025 included elsewhere in this report for further discussion of the Company’s commitments and contingencies.

See Note 9, Debt, and Note 10, Commitments and Contingencies, of the notes to the Company’s consolidated financial statements as of and for the three months ended March 31, 2026 included elsewhere in this report for further discussion of the Company’s commitments and contingencies.

Milestone Payments

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Dura Acquisition

Under Dura Definitive Purchase Agreement, The Company may be required to pay up to $3.0 million in contingent earn-out payments based on EBITDA performance during the first three years following Closing.

Under Dura purchase agreement, The Company may be required to pay up to $3.0 million in contingent earn-out payments based on EBITDA performance during the first three years following closing of the acquisition.

Payments are subject to the Seller’s continued employment and are prorated based on actual results achieved.

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Warrant Liabilities

We account 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 ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

We account 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 Financial Accounting Standards Board (FASB) Accounting Standards Codification ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 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.

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Convertible Notes Payable

As permitted under Financial Accounting Standards Board ( “FASB” ) Accounting Standards Codification ( “ASC” ) Topic 825, Financial Instruments (“ASC 825”), the Company elects to account for its convertible promissory notes, which meets the required criteria, at fair value at inception and at each subsequent reporting date.

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

As permitted under ASC Topic 825, Financial Instruments (ASC 825), the Company elects to account for its convertible promissory notes, which meets the required criteria, at fair value at inception and at each subsequent reporting date.

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

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

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

What changed 10-Q

Item 1. Financial Statements