NRX Pharmaceuticals Inc

We will not receive any proceeds from the sale of the shares of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up to approximately $550 thousand from the exercise of the Warrants by the Selling Stockholders, once the registration statement, of which this prospectus is a part, is declared effective and any and all restrictions on the exercise of such Warrants have been lifted.

The Selling Stockholders will pay all incremental selling expenses relating to the sale of the Selling Stockholders’ shares, including underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the Selling Stockholders. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including all registration and filing fees, and fees and expenses of our counsel and our independent registered public accountants.