Dilution profile // every instrument, one screen, from SEC filings

NRX Pharmaceuticals, Inc. (NRXP)

CIK 1719406 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3/A on file 2025-12-12
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
MEDIUMwarrants = 21% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-48% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~22.7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-11-122026-08-14

Latest: 43.3M shares as of Aug 14, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-14
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
Share count fell from 95.7M to 10.6M between Mar 25, 2024 and Apr 29, 2024, a pattern consistent with a reverse split (roughly 1-for-9); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
Substitute Warrants3.8Mnot tagged——
Anson Warrants Tranche Two1.8Mnot tagged5yFV $1.9M
Anson Warrants Tranche One1.3Mnot tagged5y—
Anson Warrants1.3M$1870960——
RD Purchase Agreement1.2M$2.3—FV $4.0M
Anson Warrants Tranche Three862,699not tagged—FV $2.5M
Third Tranche Notes Warrants862,699not tagged——
Alvogen and Lotus Warrants419,598not tagged——
Public Warrants345,000$115——
Consideration Warrants303,819not tagged—FV $600,000
February Warrants270,000not tagged——
Private Placement Warrants13,625not tagged——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 9.0M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $19.61 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $18.6M as of Jun 30, 2026.

Down-round (price protection) accounting has been tagged in this filer’s XBRL: some instrument carries repricing protection. Which tranche requires reading the exhibits.

Rough fully diluted estimate: 52.3M = 43.3M O/S + 9.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Anson Convertible Notes$16.3M$0not tagged——
Anson First Tranche Notes$5.4M—$2.41686%~2.2M sh
Anson Third Tranche Notes$5.4M—$3.78—~1.4M sh
Anson Second Tranche Notes$5.4M—$1.65—~3.3M sh

If every note above converted at its tagged price: ~7.0M new shares on 43.3M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding43.3MAug 14, 2026
+ Substitute Warrants (if exercised)3.8MMay 24, 2021
+ Anson Warrants Tranche Two (if exercised)1.8MOct 10, 2024
+ Anson Warrants Tranche One (if exercised)1.3MAug 14, 2024
+ Anson Warrants (if exercised)1.3MAug 14, 2024
+ RD Purchase Agreement (if exercised)1.2MJan 29, 2025
+ Anson Warrants Tranche Three (if exercised)862,699Jan 28, 2025
+ Third Tranche Notes Warrants (if exercised)862,699Jan 28, 2025
+ Alvogen and Lotus Warrants (if exercised)419,598Feb 7, 2024
+ Public Warrants (if exercised)345,000May 24, 2021
+ Consideration Warrants (if exercised)303,819Mar 20, 2025
+ February Warrants (if exercised)270,000Feb 28, 2024
+ Private Placement Warrants (if exercised)13,625Dec 31, 2025
+ Anson First Tranche Notes (if fully converted)2.2MAug 14, 2024
+ Anson Third Tranche Notes (if fully converted)1.4MJan 28, 2025
+ Anson Second Tranche Notes (if fully converted)3.3MOct 10, 2024
Fully diluted estimate62.9M+45.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 3 executed · 1 registered.

EXECUTEDJun 3, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJun 2, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDFeb 17, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
UPDATEDec 22, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEDec 22, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDDec 12, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
EXECUTEDAug 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
WITHDRAWNJun 24, 2025Registration withdrawnRW →
REGISTEREDJun 20, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEApr 17, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEFeb 20, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEJan 29, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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