What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 468 added, 287 removed, 1143 unchanged (40% of the section changed)

9 unchanged sentences

Total current assets

Furniture and equipment, net

Property and equipment, net

Right-of-use assets, net

10 unchanged sentences

Accrued clinical site costs

Insurance loan payable

Warrant liabilities

18,550 12,304

Lease liability, short term

10 unchanged sentences

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

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

0 shares issued and outstanding as of June 30, 2026 and December 31, 2025

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

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

43,157,744 and 31,734,333 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

10 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net patient service revenue

16 unchanged sentences

Income from equity method investment

Total other expense (income), net

Total other expense, net

Net loss per share:

8 unchanged sentences

Preferred Stock

Comprehensive

Stockholders’

Income (Loss)

Balance – December 31, 2025

9 unchanged sentences

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

At-the-market “ATM” offering, net of offering costs of $ 188

— — — — 3,075,990 3 8,401 — 8,404

Amortization of prepaid offering costs

— — — — — — (65 ) — (65 )

Common stock issued as a result of cashless exercise of warrants

— — — — 3,336 — — — —

Stock-based compensation

— — — — — — 95 — 95

Common stock issued in exchange for services

— — — — 218,161 — 972 — 972

Vesting of restricted stock awards

— — — — 10,000 — 44 — 44

Shares issued with underwritten public offering, net

— — — — 6,378,942 7 20,709 — 20,716

— — — — — — — ( 16,520 ) ( 16,520 )

Balance at June 30, 2026

— $ — — $ — 43,157,744 $ 43 $ 324,632 $ ( 324,845 ) $ ( 170 )

Series A Preferred

18 unchanged sentences

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

Shares issued in exchange for services

— — — — 75,000 — 150 — 150

Shares issued as conversion of principal and interest for convertible note

— — — — 1,879,406 2 5,981 — 5,983

Amortization of deferred offering costs

— — — — — — ( 85 ) — ( 85 )

At-the-market “ATM” offering, net of offering costs of $ 26

— — — — 399,078 — 1,012 — 1,012

Stock-based compensation

— — — — — — 67 — 67

— — — — — — — ( 17,581 ) ( 17,581 )

Balance – June 30, 2025

— $ — — $ — 19,473,604 $ 19 $ 265,732 $ ( 301,366 ) $ ( 35,615 )

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 1,430 ) $ ( 5,512 )

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

2 unchanged sentences

Stock-based compensation

Common stock issued in exchange for services

Provision for credit losses

Change in fair value of warrant liabilities

( 3,538 ) ( 2,896 )

Change in fair value of convertible promissory notes

2 unchanged sentences

Loss on Consideration Shares and Warrants

Loss on equity method investments

Income from equity method investments

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

5 unchanged sentences

Accrued expense and other liabilities

( 68 ) ( 337 )

Net cash used in operating activities

( 4,295 ) ( 3,480 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash used in investments

Purchase of Property and equipment

Net cash used in investing activities

3 unchanged sentences

ATM offering, net of offering costs

Proceeds from issuance of insurance loan

Proceeds from issuance of Common Stock in underwritten public offering, net of issuance costs

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

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

Proceeds from Anson convertible notes, net of OID

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 1,084 ) 4,105

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

$ 6,713 $ 5,548

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Business and Organization

2 unchanged sentences

(NeuroRx), novel therapeutics for the treatment of central nervous system disorders including suicidal depression, chronic pain, post-traumatic stress disorder (PTSD) and schizophrenia.

NeuroRx 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.

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.

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

During the three months ended June 30, 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.

(NRXD) and GeNeuro, Inc.

NRXD focuses on military and first -responder uses of NRx/HOPE technology in partnership with the Department of War, the Defense Advanced, Research Projects Agency, the Walter Reed National Military Medical Center/Henry Jackson Foundation, and first responder organizations.

GeNeuro has developed patented monoclonal antibodies to treat Amyotrophic Lateral Sclerosis (ALS), Multiple Sclerosis (MS), Psychosis, and Type I Diabetes ( T1D ) that may be caused by Human Endogenous Retroviruses (HERVs).

GeNeuro is partnered with the US National Institutes of Health (NIH) through a Cooperative Research and Development Agreement (CRADA) and shared patents and has been selected in the first round of the 2026 Congressionally Directed Medical Research Program (CDMRP).

GeNeuro is additionally partnered through shared patents related to treatment of Schizophrenia with the Fondation FundaMental of France.

The GeNeuro assets were originally developed by GeNeuro SA (EPN:GNRO) and awarded to GeNeuro Inc.

by the Courts of Switzerland in June 2026.

NRXD and GeNeuro are intended to be funded by sources that are nondilutive to NRXP.

As of June 30, 2026, NRx 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, together with a preclinical drug NRX- 200, pH neutral form of ketamine suitable for subcutaneous administration.

GeNeuro has one clinical stage drug candidate (Temelimab), a monoclonal antibody against HERV-W envelope protein that has shown clinical benefit in clinical trials conducted in MS, Type I Diabetes, and Long Covid.

Temelimab has additionally shown preclinical benefit in schizophrenia.

GeNeuro has a preclinical asset, GNK- 301, developed in partnership with the NIH, that has shown reduction of ALS-like neurodegeneration in non-clinical subjects and human brain cell culture.

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.

HOPE generated its first clinical revenue in Q4 2025 and as of June 30, 2026, operates in six locations in Florida.

HOPE is supported by HTX Management Company, LLC (HTX), 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.

3 unchanged sentences

Rebecca Cohen as HOPE’s Medical Director.

On May 6, 2026, the Company completed the acquisition of clinic assets and leases formerly owned by KMD Wellness of Boca Raton, FL and has incorporated its leadership into HOPE.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Significant Accounting Policies

5 unchanged sentences

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

and its wholly owned subsidiaries.

and its wholly and majority owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

2 unchanged sentences

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.

For the six months ended June 30, 2026, the Company reported a net loss of approximately $ 17.9 million, used cash in operations of approximately $ 13.2 million, had a shareholders' deficit of approximately $ 0.2 million.

As of June 30, 2026, the Company had cash and cash equivalents of $ 26.7 million and a working capital deficit of $ 4.7 million.

The Company generated initial patient service revenue of approximately $ 1.1 million and $ 2.2 million during the three and six months ended June 30, 2026, respectively, following the acquisition of Dura on September 8, 2025.

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

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

The Company has secured operating capital that it anticipates as sufficient to fund its drug development operations through at least the 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 has secured operating capital that it anticipates as sufficient to fund its drug development operations through at least the first quarter of 2027 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.

7 unchanged sentences

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.

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, included an explanatory paragraph about the 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.

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Fair Value of Financial Instruments

5 unchanged sentences

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

Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

(Refer to Note 13 )

Business Acquisitions

14 unchanged sentences

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

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

As of June 30, 2026, the Company’s cash and cash equivalents balance within money market accounts was in excess of the U.S.

federally insured limits by $ 26.4 million.

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Intangible Assets

15 unchanged sentences

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.

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

Furniture and Equipment, net

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

No impairment of goodwill was recorded during the three and six months ended June 30, 2026 and 2025.

Property and Equipment, net

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

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

4 unchanged sentences

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 quarters ended March 31, 2026 and 2025.

There were no impairment losses for long-lived assets recorded for the three and six months ended June 30, 2026 and 2025.

Lease liabilities

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Revenue Recognition

25 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Stock-Based Compensation

20 unchanged sentences

The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer, who reviews financial information presented for purposes of making operating decisions, assessing financial performance, and allocating resources.

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

The Company operates through two reportable segments:

(i) a pharmaceutical development segment focused on the research and development of novel therapeutics for the treatment of central nervous system disorders, including suicidal depression, chronic pain, PTSD, and schizophrenia, and (ii) a clinical services segment that generates patient service revenue through the Company’s clinical operations.

The CODM evaluates the operating results and financial performance of each segment separately for purposes of resource allocation and performance assessment.

See Note 14 for further information.

Equity Method Investments

13 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Loss Per Share

25 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Revenue and accounts receivable

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.

Revenue for the three and six months ended June 30, 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;

3 unchanged sentences

For the three

March 31, 2026

June 30, 2026

Procedures income

1 unchanged sentence

Total net patient service revenue

$ 1,101 $ 2,169

Revenue by payor (in thousands):

For the three

March 31, 2026

June 30, 2026

Commercial Insurance

$ 780 $ 1,508

Total net patient service revenue

$ 1,101 $ 2,169

The Company receives payments from the following sources:

17 unchanged sentences

allowance for credit losses

( 206 ) ( 153 )

Accounts receivable, net

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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

2 unchanged sentences

Write-offs, net of recoveries

Ending Balance as of March 31, 2026

Ending Balance as of June 30, 2026

Accounts Receivable by payor (in thousands):

12 unchanged sentences

Total prepaid expense and other current assets

Furniture and equipment, net

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

$ 2,266 $ 934

Property and equipment, net

As of June 30, 2026 and December 31, 2025, property and equipment, net, consisted of the following (in thousands):

Medical equipment

2 unchanged sentences

Leasehold improvement

Total furniture and equipment

Total property and equipment

accumulated depreciation

( 71 ) ( 30 )

Furniture and equipment, net

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

Property and equipment, net

Depreciation expense was less than $ 0.1 million for the three and six months ended June 30, 2026 and 2025.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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:

39 unchanged sentences

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):

JUNE 30, 2026

The future minimum lease payments required under leases as of June 30, 2026 were as follows (in thousands):

Remainder of 2026

5 unchanged sentences

Refund liability (see Note 8)

$ 5,768 $ 5,509

Professional services

4 unchanged sentences

Total accrued and other current liabilities

$ 11,048 $ 11,337

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 March 31, 2026 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 June 30, 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.

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).

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 June 30, 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 June 30, 2026, the refund liability due to Alvogen was $ 5.8 million, which represents a total of $ 4.8 million of all payments made by Alvogen through June 30, 2026 along with $ 1.0 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.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

13 unchanged sentences

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.

During the remainder of 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 June 30, 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.

During the six months ended June 30, 2025, the Company recorded a loss from the change in fair value of the Second and Third Tranche Notes of $ 5.6 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

JUNE 30, 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.

18 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Commitments and Contingencies

14 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 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.

As of June 30, 2026, the total cumulative payments made under the SHMH License Agreement were $ 0.5 million, with no payments made during the three and six months ended June 30, 2026.

The Company made $ 0.2 million in payments during the three and six months ended June 30, 2025.

A royalty in an amount equal to:

3 unchanged sentences

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

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

During the three and six months ended June 30, 2026 and 2025, no royalty payments were due.

Annual Maintenance Fee

5 unchanged sentences

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.

On May 31, 2026, the Company issued 68,161 fully vested shares of common stock to a licensor pursuant to an amendment to the licensing agreement.

The shares were valued using the quoted market price of the Company’s common stock on the grant date of $ 4.42 per share, resulting in aggregate expense of approximately $ 0.3 million, which was recognized in the accompanying consolidated statements of operations for the three and six months ended June 30, 2026.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Exclusive License Agreement

1 unchanged sentence

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

For the three and six months ended June 30, 2026 and 2025, the Company has recorded no expenses relating to the licensure of the patent.

Kadima Purchase Agreement

3 unchanged sentences

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

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

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

As of the date of this Report, the Acquisition has not been consummated.

The Company commenced arbitration alleging that certain conditions to closing of the Acquisition had not been satisfied.

Kadima subsequently commenced litigation relating to the Acquisition.

The arbitration and litigation remain pending.

Based on the current status of these proceedings and the information currently available, the Company does not believe that the ultimate resolution of either proceeding will have a material adverse effect on its financial condition or results of operations.

Operating Lease

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 rent expense for the three months ended June 30, 2026 and 2025 was less than $ 0.1 million, respectively.

The rent expense for the six months ended June 30, 2026 and 2025 was $ 0.2 million and 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.

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

As of June 30, 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

JUNE 30, 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.

ATM Purchase Agreements

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.

3 unchanged sentences

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 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.

During the three and six months ended June 30, 2025, the aggregate net cash proceeds to the Company from the ATM Purchase Agreements were approximately $ 1.0 million.

During the three and six months ended June 30, 2026, the aggregate net cash proceeds to the Company from the ATM Purchase Agreements were approximately $ 8.4 million and $ 11.8 million, respectively.

2026 Underwritten Public Offering

On June 4, 2026, the Company completed an underwritten public offering of 6,378,942 shares of its common stock at a public offering price of $ 3.50 per share, which included the exercise of the underwriters' over-allotment option.

The Company received net proceeds of approximately $ 20.7 million after deducting underwriting discounts, commissions, and other offering expenses.

The net proceeds are intended to be used for general corporate purposes, including working capital and funding the Company's operations.

2026 Common Stock Issued for Servies

On May 31, 2026, the Company's Board of Directors approved the issuance of an aggregate of 218,161 shares of common stock, which were subsequently issued to third parties in connection with services performed for the Company.

The aggregate fair value of the shares issued on the issuance date was approximately $ 1.0 million.

2025 Securities Purchase Agreement

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”).

3 unchanged sentences

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.

2 unchanged sentences

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

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 during the six months ended June 30, 2025, within accompanying consolidated statements of operations and comprehensive loss.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

16 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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 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.

The outstanding balance of these public warrants remained in equity.

On May 31, 2026, all outstanding Public Warrants expired unexercised.

As a result, the associated equity balance remained within stockholders' equity, with no gain or loss recognized upon expiration.

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 consolidated balance sheets as of March 31, 2026 and December 31, 2025.

The Company classifies the Private Placement Warrants as derivative liabilities in its consolidated balance sheets as of June 30, 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 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.

On May 31, 2026, all outstanding Public Warrants expired unexercised.

The Company recognized a gain on the change in fair value of the Private Placement Warrants for each of the three and six months ended June 31, 2026 and 2025 of less than $ 0.01 million, respectively.

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

4 unchanged sentences

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 June 4, 2026, warrants to purchase an aggregate of 12,500 shares of Common Stock were exercised on a cashless basis, resulting in the issuance of 2,742 shares of Common Stock.

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 June 4, 2026, warrants to purchase an aggregate of 1,875 shares of Common Stock were exercised on a cashless basis, resulting in the issuance of 594 shares of Common Stock.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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 %).

9 unchanged sentences

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

1 unchanged sentence

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.

As of June 30, 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 $ 18.6 million.

The Company recognized a loss on the change in fair value of the liability classified warrants for the three and six months ended June 30, 2026 of approximately $ 9.8 million and $ 6.2 million, respectively.

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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

8 unchanged sentences

9,359,710 2.93 $ 7.77 $ 195

( 14,375 ) — 0.33 —

( 358,512 ) — 11.50 —

Outstanding as of June 30, 2026

8,986,823 3.04 3.50 $ 12,778

Stock-Based Compensation

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2021 Omnibus Incentive 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”).

The Company’s 2021 Omnibus Incentive 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.

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 , and (ii) that may be delivered pursuant to the exercise of Incentive Stock Options granted under the 2021 Plan to be equal to 100% of the Share Pool.

As of December 31, 2025, 1,308,746 shares of Common Stock are authorized for issuance pursuant to awards under 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 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.

As of June 30, 2026, an aggregate 1,146,992 shares of Common Stock have been awarded net of forfeitures, and 320,660 shares of Common Stock remain available for issuance under the 2021 Plan.

Option Awards

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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.

On May 31, 2026, the Company issued 25,000 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.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The stock options granted during the three months ended June 30, 2026 were valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 4.42 of stock price, 4.20 % risk-free rate, 147.40 % volatility, 0 % dividend rate, and the expected term of 6 years.

The stock options granted during the six months ended June 30, 2026 were valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 2.24 - 4.42 of stock price, 3.92 %- 4.20 % risk-free rate, 147.40 %- 156.02 % volatility, 0 % dividend rate, and the expected term of 6 years.

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

13 unchanged sentences

687,490 $ 8.62 8.6 $ 147

Options vested and exercisable as of March 31, 2026

Options granted

25,000 4.42 — —

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.

Forfeited/Expired

( 38,652 ) ( 9.49 ) — —

Outstanding as of June 30, 2026

673,838 5.34 8.12 $ 1,094

Options vested and exercisable as of June 30, 2026

298,338 $ 9.25 7.84 $ 385,783

Stock-based compensation expense related to stock options was $ 0.1 million and less than $ 0.1 million for the three months ended June 30, 2026 and 2025, respectively.

Stock-based compensation expense related to stock options was $ 0.3 million and less than $ 0.1 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 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 1.77 years.

Restricted Stock Awards

7 unchanged sentences

32,895 $ 3.04

10,000 $ 4.42

( 10,000 ) $ ( 4.42 )

Balance as of June 30, 2026

32,895 $ 3.04

On October 22, 2025, the Company granted 32,895 restricted shares of Company’s common stock of to an employee in accordance with Medical Director Agreement.

The shares were valued at approximately $ 100,000 based on the closing price of NRx Common Stock on October 16, 2025 of $ 3.04 per share.

The shares were valued at approximately $ 0.1 million based on the closing price of NRx Common Stock on October 16, 2025 of $ 3.04 per share.

The Restricted Stock vests in equal tranches over a three -year period, with each tranche vesting on the day prior to each anniversary of the effective date.

The related stock-based compensation expense is being recognized over the vesting period.

On May 31, 2026, the Company granted 10,000 shares of restricted common stock under the Company's 2021 Omnibus Incentive Plan to an employee pursuant to the terms of an employment agreement.

The shares were valued at approximately less than $ 0.1 million based on the closing price of NRx Common Stock on May 31, 2026 of $ 4.42 per share.

The shares vested immediately upon grant.

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.

JUNE 30, 2026

Stock-based compensation expense related to RSAs was less than $ 0.1 million for the three and six months ended June 30, 2026.

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

Three months ended

Six months ended

Stock-based compensation expense

General and administrative

$ 137 $ 55 $ 273 $ 67

Research and development

Total stock-based compensation expense

$ 139 $ 67 $ 290 $ 79

Fair Value Measurements

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.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026 and December 31, 2025 and during the three and six months ended June 30, 2026 and 2025.

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

5 unchanged sentences

The estimated fair value of the warrant liabilities and convertible note payable represent Level 3 measurements.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at 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):

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Convertible Note Payable - Anson

4 unchanged sentences

Equity volatility

117.5% – 138.0%

Risk-free rate

6 unchanged sentences

Fair value of Anson Notes as of March 31, 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.

Conversion and repayments of principal and interest (shares)

Fair value adjustment through earnings

Fair value of Anson Notes as of June 30, 2025

Subsequent to June 30, 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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:

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Balance as of March 31, 2026

Change in fair value of warrant liabilities

Balance as of June 30, 2026

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Segment Reporting

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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 Company generated $ 1,101,000 and $ 2,169,000 in revenues, respectively, during the three and six months ended June 30, 2026, respectively.

The revenue for the three and six months ended June 30, 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.

3 unchanged sentences

Significant Segment Information

All of the Company’s assets relate to these two operating segments, see the accompanying balance sheets below.

All of the Company’s assets relate to these two operating segments, see the accompanying balance sheets excerpt below.

All of the Company’s operating expenses, which consist of cost of patient services, research and development, general and administrative expenses, and depreciation and amortization expenses, relate to this single operating segment, see the accompanying statements of operations.

The following table reconciles the loss from operations to total loss for the three months ended March 31, 2026 and 2025 (in thousands):

For the three months

Expense Category NRx

The following table reconciles the loss from operations to total loss for the three months ended June 30, 2026 and 2025 (in thousands):

For the three months ended

Expense Category

(Loss) Income from operations

6 unchanged sentences

9,784 — 9,784 6,414

Loss on convertible note conversions

Income from equity method investments

( 3 ) — ( 3 ) —

$ ( 16,625 ) $ 105 $ ( 16,520 ) $ ( 17,581 )

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

The following table reconciles the loss from operations to total loss for the six months ended June 30, 2026 and 2025 (in thousands):

For the six months ended

Expense Category

(Loss) Income from operations

$ ( 11,432 ) $ 182 $ ( 11,250 ) $ ( 7,577 )

Interest income

— ( 11 ) ( 11 ) ( 6 )

Interest expense

Change in fair value of convertible notes payable

Change in fair value of warrant liabilities

6,246 — 6,246 3,518

Loss on issuance of Registered Direct Offering

1 unchanged sentence

Loss on convertible note conversions

Loss (income) on equity method investments

Income from equity method investments

( 5 ) — ( 5 ) —

$ ( 18,143 ) $ 193 $ ( 17,950 ) $ ( 23,092 )

Long-lived assets consist of furniture and equipment which are included in furniture and equipment, net in the balance sheet.

Long-lived assets consist of property, furniture and equipment which are included in property and equipment, net in the balance sheet.

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

For the three months ended

March 31, 2026

December 31, 2025

Medical equipment

3 unchanged sentences

Leasehold improvements

Total property and equipment

$ 925 $ 65 $ 990 $ 93

1 unchanged sentence

( 52 ) ( 19 ) ( 71 ) ( 30 )

Property and equipment, net

$ 873 $ 46 $ 919 $ 63

1 unchanged sentence

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.

JUNE 30, 2026

The Company recorded no provision or benefit for income tax expense for the three and six months ended June 30, 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.

The Company has no open tax audits with any taxing authority as of June 30, 2026.

Business Acquisitions

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

21 unchanged sentences

Net carry value

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):

The Company incurred amortization expense of $ 47,000 and $ 93,000 during the three and six months ended June 30, 2026.

As of June 30, 2026, the maturities of the Company’s intangible assets were as follows (in thousands):

Remainder of 2026

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

9 unchanged sentences

Pro-Forma Financial Information (Unaudited)

The following unaudited pro forma information presents the consolidated results of Dura included in the Company’s consolidated statement of operations and comprehensive loss for the three months ended March 31, 2025, as if the acquisition was made on January 1, 2025.

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 and six months ended June 30, 2025, as if the acquisition was made on January 1, 2025.

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

3 unchanged sentences

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

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.

For the three months

For the six months

$ 1,078 $ 2,019

$ ( 17,581 ) $ ( 22,939 )

The unaudited pro forma results for the three and six ended June 30, 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 June, 2025, and included in the Company’s consolidated statement of operations, were $ 1 million and $ 0.1 million, respectively.

Net patient service revenue and net income attributable to Dura for the six months ended June 30, 2025, and included in the Company’s consolidated statement of operations, were $ 2 million and $ 0.2 million, respectively.

Related Party Transactions

3 unchanged sentences

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

During the three months ended June 30, 2026 and 2025, the Company paid Glytech $ 0.3 million and $ 0 , respectively, for continuing technology support services and reimbursed expenses.

During the six months ended June 30, 2026 and 2025, the Company paid Glytech $ 0.3 million and $ 0 , respectively, for continuing technology support services and reimbursed expenses.

These support services are ongoing.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

7 unchanged sentences

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 $ 0.1 million and $ 0.1 million during the three months ended March 31, 2026 and 2025, respectively.

Javitt received compensation of $ 0.4 million and $ 0.6 million during the six months ended June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

The amendment also provided for payment at the rate of $ 0.6 million per year, payable monthly (i.e., less than $ 0.1 million per month), and a performance-based annual bonus with a minimum target of $ 0.3 million, at the discretion of the Board and upon satisfactory performance of the services.

The annual discretionary bonus for 2023, if any, may be approved by the Board in 2024 and is payable in March 2024, will be pro-rated from the start of the extension period and is subject to Dr.

Javitt’s continued engagement by the Company.

The annual discretionary bonus for 2024, if any, may be approved by the board in 2025 and is payable in March 2025, will be pro-rated from the start of the extension period and is subject to Dr.

Javitt’s continued engagement by the Company.

As of 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.

As of June 30, 2026 and December 31, 2025, accrued discretionary bonus compensation under the Javitt Consulting Agreement totaled $ 0 and $ 0.2 million, respectively, and was included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The $ 0.2 million accrued bonus outstanding as of December 31, 2025 was paid during the six months ended June 30, 2026.

Consulting Agreement with Zachary Javitt

2 unchanged sentences

Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s Chief Executive Officer who is responsible for assuring that the services are provided on financial terms that are at market.

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

The Company paid this family member a total of less than $ 0.1 million and less than $ 0.1 million during the three months ended June 30, 2026 and 2025, respectively.

The Company paid this family member a total of $ 0.1 million and $ 0.1 million during the six months ended June 30, 2026 and 2025, respectively.

These services are ongoing.

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.

Included in accounts payable were less than $ 0.1 million and $ 0.3 million due to the above related parties as of June 30, 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.

Pursuant to the Taylor Consulting Agreement, Mr.

Taylor provides capital formation and strategic advisory services in support of the Company’s development of HOPE, including advising on the Company’s initial funding efforts for HOPE, assisting with outreach to family offices and similar investors, and supporting the identification and retention of a brand ambassador.

During the three months ended June 30, 2026 and 2025, the Company made cash payments to Mr.

Taylor totaling less than $ 0.1 million and less than $ 0.1 million, respectively, in connection with the Taylor Consulting Agreement.

During the six months ended June 30, 2026 and 2025, the Company made cash payments to Mr.

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

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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 .

Lease payments under the lease agreement were less than $ 0.1 million for each of the three and six months ended June 30, 2026.

NRX PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Investment in Cohen and Associates:

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Subsequent Events

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.

On July 28, 2026, the Compensation Committee approved equity awards under the Company's equity incentive plan.

Awards granted to executive officers consisted of 398,353 restricted stock units ("RSUs"), including 150,000 RSUs granted to the Executive Chairman, 75,000 RSUs granted to the Chief Executive Officer, and 173,353 RSUs granted to the newly appointed Chief Commercial Officer.

In addition, an employee was granted stock options to purchase 25,000 shares of the Company's common stock with an exercise price of $ 3.54 per share, representing the closing price of the Company's common stock on July 28, 2026.

All awards vest in three equal annual installments on July 28, 2027, July 28, 2028, and July 28, 2029, subject to the recipient's continued service with the Company through each applicable vesting date.

Termination of Kadima Purchase Agreement

On August 12, 2026, HOPE, together with HTX, delivered a notice of termination to Kadima with respect to Kadima Purchase Agreement.

In the notice, Hope and HTX stated that certain conditions precedent to closing under the Kadima Purchase Agreement had not been satisfied and asserted that Kadima had breached certain provisions of the Kadima Purchase Agreement.

Hope and HTX further asserted that such alleged breaches constituted an independent basis for termination of the Kadima Purchase Agreement and, accordingly, declared the Kadima Purchase Agreement terminated for cause effective immediately.

Hope and HTX stated that they have no obligation to consummate the transactions contemplated by the Kadima Purchase Agreement and expressly reserved all rights and remedies available under the Kadima Purchase Agreement and applicable law.

The matters underlying the termination notice are the subject of ongoing dispute resolution proceedings, including arbitration pursuant to the Kadima Purchase Agreement and related litigation.

The Company continues to evaluate the accounting, financial reporting, legal, and operational implications of the termination notice and the related proceedings.

As of the date the accompanying condensed consolidated financial statements were issued, the ultimate outcome of these matters cannot be determined.

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

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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.

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.

Key Secord Quarter Results

In the second quarter of 2026 and the subsequent period, NRx has achieved four key milestones that have the potential to support near-term profitability and transformative scientific progress:

The Company completed its first institutionally-supported public offering, raising $20 million in net capital to support commercialization activities related to its preservative-free ketamine product, expected to launch in Q4 2026.

The Company completed its first FDA ANDA review cycle with no major deficiencies related to the drug, its manufacture, or constituent parts.

The only major deficiency noted was a concern related to the luer lock tip of the drug vial, a concern for which FDA identified a path to approval during a meeting conducted with NRx on August 6, 2026.

The Company anticipates an expedited path to approval given the current drug shortage of ketamine.

The Company was selected by the Defense Advance Research Projects Agency as the Prime Contractor for the SPARC-TMS trial, that seeks to measure the efficacy of the Company’s Breakthrough Drug NRX-101 together with robotically-controlled Transcranial Magnetic Stimulation.

The study protocol has been approved by the FDA and by the Advarra IRB ( www.clinicaltrials.gov NCT 07227103).

The funded trial budget is expected to exceed $11.5 million in non-dilutive funding with additional funds committed to support military study sites.

A successful outcome from this trial could lead to FDA approval of NRX-101 for this purpose and to widespread funded adoption of this therapy throughout military and first responder organizations.

TRICARE, the insurance program that serves the military already reimburses HOPE Therapeutics clinics for traditional TMS.

Hence the funding mechanism for clinical deployment is already in place should the SPARC-TMS trial succeed.

GeNeuro, Inc., a subsidiary of NRx was awarded all assets previously owned by Geneuro, SA (EPN:GNRO).

The two investigational antibody products and underlying portfolio of more than 25 patents were developed with more than $150 million of European Investment Trust funding and have already demonstrated statistically-significant clinical benefit in treatment of Multiple Sclerosis and Type 1 Diabetes.

The Company is partnered with the US National Institutes of Health and has been issued a jointly-owned patent (commercially controlled by GeNeuro) for the treatment of Amyotrophic Lateral Sclerosis (ALS) with anti-HERV-K Envelope Protein antibody.

In July 2026 the Company was selected in the first round of the Congressionally Directed Medical Research Program (CDMRP) and invited to submit a final bid for initial clinical trial funding in ALS by September 30, 2026.

The Company was further advised that $80 million in additional funding was added to the 2027 US Defense Budget (as noted on Congressional websites) to support a clinical trial in ALS, although there is no allocation specific to GeNeuro/NIH for these funds.

Overview of Second Quarter Progress

Historically, NeuroRx 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.

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

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

During the three months ended June 30, 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).

(NRXD) and GeNeuro, Inc.

NRXD ( www.nrxdefense.com ) focuses on military and first-responder uses of NRx/HOPE technology in partnership with the Department of War, the Defense Advanced, Research Projects Agency, the Walter Reed National Military Medical Center/Henry Jackson Foundation, and first responder organizations.

GeNeuro has developed patented monoclonal antibodies to treat Amyotrophic Lateral Sclerosis (ALS), Multiple Sclerosis (MS), Psychosis, and Type I Diabetes (T1D) that may be caused by Human Endogenous Retroviruses (HERVs).

GeNeuro ( www.geneuro.us ) is partnered with the US National Institutes of Health (NIH) through a Cooperative Research and Development Agreement (CRADA) and shared patents and has been selected in the first round of the 2026 Congressionally Directed Medical Research Program (CDMRP).

GeNeuro is additionally partnered through shared patents related to treatment of Schizophrenia with the Fondation FundaMental of France.

The GeNeuro assets were originally developed by GeNeuro SA (EPN:GNRO) and awarded to GeNeuro Inc.

by the Courts of Switzerland in June 2026.

NRXD and GeNeuro are intended to be funded by sources that are nondilutive to NRXP.

As of June 30, 2026, NRx has three lead drug candidates – NRX-100, a preservative-free formulation of ketamine for intravenous infusion, a generic preservative-free formulation of ketamine currently awaiting (KETAFREE™), NRX-101, an oral fixed dose combination of D-cycloserine (DCS) and lurasidone, together with a preclinical drug NRX-200, pH neutral form of ketamine suitable for subcutaneous administration.

Temelimab has additionally shown preclinical benefit in schizophrenia.

GeNeuro has a preclinical asset, GNK-301, developed in partnership with the NIH, that has shown reduction of ALS-like neurodegeneration in non-clinical subjects and human brain cell culture.

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.

An Abbreviated New Drug Application (ANDA) for preservative free formulation of ketamine was filed, with priority review requested in September 2025.

Subsequent to the end of the second quarter of 2026, on July 30, 2026, as disclosed previously, the FDA notified the Company that its first-round review identified no major deficiencies relating to the drug components of the product, but identified a major deficiency relating to the container closure system, specifically the potential for deformation of the twist-off tip of the product’s luer lock vial during use.

Following a clarification meeting with the FDA, the FDA requested manufacturer certifications confirming that the product is manufactured using the same manufacturing lines, machinery, plastics and other characteristics as three previously approved ANDA products currently in commercial distribution.

The Company intends to submit the requested certifications, and the FDA indicated that it would reinitiate its review upon receipt and seek to complete the review on an expedited basis.

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

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.

A New Drug Application (NDA) for Nrx-100, originally initiated during the fourth quarter of 2024, is in the process of completion.

During Q2, the Company had multiple interactions with FDA related to the statistical analyses that will be required for the inclusion of Real World Evidence and in Q3 worked with FDA to finalize the luer lock vial for NRX-100.

The NDA is expected to be finalized in Q3 2026.

Filing was delayed while the Company resolved the luer lock vial issue because the same vial is used in NRX-100.

As previously noted, both the White House and the Congressional Appropriations Committee that funds FDA have guided FDA to consider Real World Evidence (RWE) for the approval of intravenous ketamine products.

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

The Company and FDA are in the process of reaching agreement on the statistical methods that will be used to evaluate the RWE for use in the NDA.

Now that the luer lock vial issue is resolved, the Company anticipates submitting the NDA by the end of Q3 2026.

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.

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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.

NRX-101 demonstrated reduction in akathisia compared to lurasidone alone and more rapid reduction in suicidality in two randomized clinical trials.

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 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, 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.

In June 2026, the Company agreed to partner with the Harvard Mass General-led Bipolar Action Network in supporting an open label clinical trial of NRX-101 in treatment-resistant patients with bipolar depression.

The Company is now initiating the SPARC-TMS Trial, ( www.clinicaltrials.gov NCT 07227103) and anticipating funding under a contract with the Defense Advanced Research Projects Agency.

Formal notification of NRx as Prime Contractor has been issued, although funds are not guaranteed until the contracting process is completed.

The trial will include 240 participants to be treated at HOPE Therapeutics, Harvard Mclean Hospital, Arizona State University and other locations with projected funding in excess of $11.5 million.

An additional 160 participants will be treated at military treatment facilities including the Walter Reed National Military Medical Center using additional budget funds.

Further information on these activities may be viewed at www.nrxdefense.com .

The Company anticipates that success in the SPARC-TMS trial would be consistent with the filing of a New Drug Application for the use of NRX-101 to augment the effects of Transcranial Magnetic Stimulation, potentially providing the Company with a path to approval based on the provision of non-dilutive capital by the US Department of War.

Overview of GeNeuro-based Activities

Human Endogenous Retroviruses (HERVs) and their potential role in the pathogensis of CNS disease began to be appreciated around 2010 and the science is not widely known.

The majority of the HERV literature has emanated from Europe and the United Kingdom (see www.geneuro.us ).

NRx’s involvement in this area began with its collaboration with the Fondation FondaMental and its CEO, Prof.

Marion Leboyer, who serves as a member of the NRx advisory board.

Leboyer together with Dr.

Herve Perron first recognized the potential 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).

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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.

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

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

GeNeuro has already won two first-round selections for the 2026 Congressionally Directed Medical Research Program (CDMRP) and has been invited to submit final proposals.

GeNeuro, Inc.

has not initiated manufacturing of human-grade GNK-301 (anti-HERV-K envelope protein antibody) for a planned First in Human trial in patients with ALS targeted to commence in July 2027.

Recent Developments

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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.

Completion of First Cycle ANDA Review.

No Major Deficiencies related to drug product, drug substance, CMC, labeling or related matters.

Major Deficiency identified related to luer lock tip of the medication vial.

NRx has submitted the documentation requested by FDA from the drug manufacturer.

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

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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.

Superiority of IV Ketamine vs.

Spravato in magnitude and rapidity of onset identified from RWE.

Planned Type A meeting to finalize RWE Statistical Analysis protocols.

Approval to proceed with SPARC-TMS trial for use of NRX-101 to augment the clinical effect of Transcranial Magnetic Stimulation.

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

HOPE Therapeutics

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.

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

Partnership with EMOBOT, Inc.

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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.

Incorporation of GeNeuro, as a 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.

The acquisition was finalized during the second quarter of 2026.

First round selection of two proposals totaling $3 million by the Congressionally Directed Medical Research Program.

Final bids are due September 30, 2026.

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 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.

During the three and six months ended June 30, 2025, the aggregate net cash proceeds to the Company from the ATM Purchase Agreements were approximately $1.0 million.

During the three and six months ended June 30, 2026, the aggregate net cash proceeds to the Company from the ATM Purchase Agreements were approximately $8.4 million and $11.8 million, respectively.

On June 4, 2026, the Company completed an underwritten public offering of 6,378,942 shares of its common stock at a public offering price of $3.50 per share, which included the exercise of the underwriters' over-allotment option.

The Company received net proceeds of approximately $20.7 million after deducting underwriting discounts, commissions, and other offering expenses.

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.

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On September 30, 2025, the 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.

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.

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

Since inception, the Company has incurred significant operating losses.

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.

For the three months ended June 30, 2026 and 2025, the Company’s net loss was $16.5 million and $17.6 million, respectively.

For the six months ended June 30, 2026 and 2025, the Company’s net loss was $17.9 million and $23.1 million, respectively.

As of June 30, 2026, the Company had an accumulated deficit of $324.8 million, a stockholders’ deficit of less than $0.2 million and a working capital deficit of $4.7 million.

Going Concern

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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 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.

For the three and six months ended June 30, 2026, the Company recorded total revenue of approximately $1.1 million and $2.2 million, respectively, 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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These costs are expensed as incurred.

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.

For the three and six months ended June 30, 2026, cost of patient services related solely to operations of Dura following the Company’s 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 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

Settlement (income) expense during the three and six months ended June 30, 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 June 30, 2026 and 2025

The following table sets forth the Company’s selected statements of operations data for the following periods (in thousands):

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Depreciation and amortization

Settlement 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 convertible note conversions

Income from equity method investments

Total other expense

Loss before tax

Net patient service revenue

For the three months ended June 30, 2026, the Company recorded $1.1 million in net patient service revenues from the clinical services provided by Dura following the acquisition on September 8, 2025.

The Company did not record revenues for the three months ended June 30, 2025.

Operating expense

Cost of patient services

For the three months ended June 30, 2026, the Company recorded $0.7 million in costs of patient services, as compared to $0 incurred during the three months ended June 30, 2025.

This increase is attributed to the acquisition of Dura on September 8, 2025.

Research and development expense

For the three months ended June 30, 2026, the Company recorded $2.1 million of research and development expense, as compared to approximately $1.0 million for the three months ended June 30, 2025.

The increase of $1.1 million is primarily related to a $0.9 million increase in patent expenses and $0.4 million increase in clinical trials and development, partially offset by a decrease of $0.4 million of contractor costs.

The research and development expense for each of the three months ended June 30, 2026 and 2025, includes less than $0.1 million of non-cash stock-based compensation.

General and administrative expense

For the three months ended June 30, 2026, the Company recorded $4.7 million of general and administrative expense, as compared to approximately $2.7 million for the three months ended June 30, 2025.

The increase of $2.0 million is related primarily to an increase of $0.6 million in employee costs, $0.7 million in contractor costs, and $0.4 million in marketing costs, partially offset by a decrease of $0.2 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 June 30, 2026 and 2025, respectively.

Settlement expense (income)

For the three months ended June 30, 2026, the Company recognized a settlement loss of less than $0.1 million resulting from certain legal matters that were settled in 2026.

The Company recorded $0 in settlement expenses during the three months ended June 30, 2025.

Depreciation and amortization

Depreciation and amortization expense increased to $66 for the three months ended June 30, 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 June 30, 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 June 30, 2025.

Interest expense

For the three months ended June 30, 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 June 30, 2025, the Company recorded $0 of interest expense.

Change in fair value of convertible notes payable

For three months ended June 30, 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 June 30, 2025, the Company recorded a loss of $5.6 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 June 30, 2026, the Company recorded a loss of $9.8 million related to the change in fair value of the warrant liabilities, as compared to a loss of $6.4 million for the three months ended June 30, 2025.

The increase in loss during the three months ended June 30, 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 June 30, 2026, the Company recorded a loss of $0 related to convertible note conversion, as compared to a loss of $1.9 million during the three months ended June 30, 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.

Income from equity investments

For the three months ended June 30 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.

Results of operations for the six months ended June 30, 2026 and 2025

The following table sets forth the Company’s selected statements of operations data for the following periods (in thousands):

Net patient service revenue

Operating expense:

Cost of patient services

Research and development

Selling, general and administrative

Depreciation and amortization

Settlement (income) expense

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Income from equity method investments

Total other expense (income)

Total other expense

Loss before tax

Net patient service revenue

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.

For the six months ended June 30, 2026, the Company recorded $2.2 million in net patient service revenues from the clinical services provided by Dura following the acquisition on September 8, 2025.

The Company did not record revenues for the six months ended June 30, 2025.

Operating expense

Cost of patient services

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.

For the six months ended June 30, 2026, the Company recorded $1.3 million in costs of patient services, as compared to $0 incurred during the six months ended June 30, 2025.

This increase can be attributed to the acquisition of Dura on September 8, 2025.

Research and development expense

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.

For the six months ended June 30, 2026, the Company recorded $3.4 million of research and development expense, as compared to approximately $1.8 million for the six months ended June 30, 2025.

The increase of $1.6 million is primarily related to a $0.8 million increase in patent expenses and $0.9 million increase in clinical trials and development.

The research and development expense for each of the six months ended June 30, 2026 and 2025, includes less than $0.1 million of non-cash stock-based compensation.

General and administrative expense

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.

For the six months ended June 30, 2026, the Company recorded $8.6 million of general and administrative expense, as compared to approximately $5.7 million for the six months ended June 30, 2025.

The increase of $2.9 million is related primarily to an increase of $1.0 million in employee costs, $0.9 million in contractor costs, and $0.4 million in marketing costs.

General and administrative expense includes $0.3 million and less than $0.1 million of non-cash stock-based compensation for the six months ended June 30, 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.

For the six months ended June 30, 2026, the Company recognized a 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 losses during the six months ended June 30, 2025.

Depreciation and amortization

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.

Depreciation and amortization expense increased to $134 for the six months ended June 30, 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 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.

For the six months ended June 30, 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 six months ended June 30, 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.

For the six months ended June 30, 2026, the Company recorded $0.5 million of interest expense related to accrued interest on the refund liability arising from the termination of the License Agreement with Alvogen.

For the six months ended June 30, 2025, the Company recorded $0 of interest expense.

Change in fair value of convertible notes payable

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.

For six months ended June 30, 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 six months ended June 30, 2025, the Company recorded a loss of $6.5 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 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.

For the six months ended June 30, 2026, the Company recorded a loss of $6.2 million related to the change in fair value of the warrant liabilities, as compared to a loss of $3.5 million for the six months ended June 30, 2025.

The increase in loss during the six months ended June 30, 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 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.

For the six months ended June 30, 2026, the Company recorded a loss of $0 related to convertible note conversion, as compared to a loss of $3.5 million during the six months ended June 30, 2025.

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.

For the six months ended June 30 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.

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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 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.

Through June 30, 2026, the Company received aggregate net cash proceeds to the Company from the ATM Offering of approximately $11.8 million of net aggregate net cash proceeds received during the six months ended June 30, 2026.

The following table presents selected financial information and statistics for each of the periods shown below:

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Total stockholders' deficit

Three Months Ended

Six Months Ended

Statement of Cash Flow Data:

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Net cash provided by financing activities

Net (decrease) increase in cash

Net increase in cash

Operating Activities

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.

During the six months ended June 30, 2026, operating activities used approximately $13.2 million of cash, primarily resulting from a net loss of $17.9 million partially offset by net non-cash gain of $7.9 million, including $6.2 million in change in fair value of warrant and $1.0 million of common stock issued in exchange for services, offset by an adjustment of $0.6 of stock-based compensation and others reconciling items, and changes in operating assets and liabilities of $3.1 million.

During the six months ended June 30, 2025, operating activities used approximately $7.5 million of cash, primarily resulting from a net loss of $23.1 million partially offset by net non-cash losses of $16.1 million, including $6.5 million in change in fair value of convertible promissory notes, $0.2 million of stock-based compensation, $3.5 million loss in convertible note conversion, $1.2 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, $3.5 million loss in change in fair value of warrant liabilities and changes in operating assets and liabilities of $0.5 million.

Investing Activities

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.

Net cash used in investing activities was $0.9 million for six months ended June 30, 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 property and equipment.

Financing Activities

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.

During the six months ended June 30, 2026, financing activities provided $20.7 million in proceeds from the issuance of a common stock and warrants in a confidentially marketed public offering, $11.8 million in proceeds from issuance of common stock in ATM offering, and $0.4 million in proceeds from the issuance of an insurance loan.

During the six months ended June 30, 2025, financing activities provided $9.0 million of cash resulting from $3.3 million in proceeds from issuance of common stock and warrants related to the registered direct offering and $5.0 million in proceeds from the Anson Notes, $1.0 million in proceeds from issuance of common stock in connection with ATM offering, offset by $0.3 million in repayments of and by $0.4 million of proceeds from 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 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.

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 six months ended June 30, 2026 included elsewhere in this report for further discussion of the Company’s commitments and contingencies.

Milestone Payments

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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