NRX Pharmaceuticals, Inc.
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
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FY2024 · Filed Mar 14, 2025
NRXP$2.36-0.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
15(a)(1) Financial Statements. The following consolidated financial statements, related notes, report of independent registered public accounting firm and supplementary data are set forth in Item 8. Financial Statements and Supplementary Data in this annual report:
| ● | Reports of Independent Registered Public Accounting Firms on the Consolidated Financial Statements |
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| ● | Consolidated Balance Sheets |
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| ● | Consolidated Statement of Operations and Comprehensive Loss |
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| ● | Consolidated Statements of Stockholders’ Equity (Deficit) |
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| ● | Consolidated Statements of Cash Flows |
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| ● | Notes to Consolidated Financial Statements |
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15(a)(2) Financial Statement Schedules. Schedules are omitted because they are not required or because the information is provided elsewhere in the financial statements. The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.
| Incorporate by Reference Exhibit | ||||
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| Exhibit Number · Description · Form · Exhibit · Filing Date · Filed Herewith | ||||
| 1.1 | At The Market Offering Agreement, dated August 14, 2023, by and between the Company and H.C. Wainwright & Co., LLC | 8-K | 1.1 | 08/14/2023 |
| 1.2 | Underwriting Agreement, dated February 27, 2024, by and between NRx Pharmaceuticals, Inc. and EF Hutton LLC | 8-K | 1.1 | 02/28/2024 |
| 3.1 | Second Amended and Restated Certificate of Incorporation | 8-K | 3.1 | 5/28/2021 |
| 3.2 | Second Amended and Restated By-Laws | 8-K | 3.2 | 5/28/2021 |
| 3.3 | Certificate of Designation of Series A Convertible Preferred Stock | 8-K | 3.1 | 9/01/2023 |
| 4.1 | Warrant Agreement, dated as of November 20, 2017, by and between BRPA and Continental Stock Transfer & Trust Company | 8-K | 4.2 | 11/22/2017 |
| 4.2 | Form of Unit Purchase Option, dated November 20, 2017, with EarlyBirdCapital, Inc. and its designees | 8-K | 4.3 | 11/22/2017 |
| 4.3 | Common Stock Purchase Warrant, dated March 9, 2023 by and between NRX Pharmaceuticals, Inc. and Purchasers | 8-K/A | 4.1 | 3/14/2023 |
| 4.4 | Form of Investor Warrant | 8-K/A | 4.1 | 6/07/2023 |
| 4.5 | Form of Warrant Amendment Agreement | 8-K/A | 4.2 | 6/07/2023 |
| 4.6 | Form of Investor Warrant | 8-K | 4.1 | 9/01/2023 |
| 4.7 | Form of Underwriter’s Warrant | 8-K | 4.1 | 2/28/2024 |
| 4.8 | Description of Capital Stock | 10-K | 4.8 | 3/29/2024 |
| 4.9 | Form of Common Stock Purchase Warrant | 10-K | 4.9 | 3/29/2024 |
| 4.10 | Form of Senior Secured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement | 8-K | 4.1 | 8/14/2024 |
| 4.12 | Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement | 8-K | 4.2 | 8/14/2024 |
| 4.13 | Form of Common Stock Purchase Warrant to be issued pursuant to that certain Securities Purchase Agreement, dated January 27, 2025. | 8-K | 4.3 | 1/29/2025 |
| 4.14 | Form of Consideration Warrant to be issued pursuant to that certain Consent and Waiver Agreement, dated January 27, 2025. | 8-K | 4.4 | 1/29/2025 |
| 10.1 | Form of Securities Purchase Agreement, dated as of August 19, 2021, by and among the Company and the Selling Securityholders. | 8-K | 10.1 | 8/24/2021 |
| 10.2 | Form of Preferred Investment Options, dated as of August 23, 2021, by and among the Company and the Selling Securityholders. | 8-K | 10.2 | 8/24/2021 |
| 10.3 | Form of Registration Rights Agreement, dated as of August 19, 2021, by and among the Company and the Selling Securityholders. | 8-K | 10.3 | 8/24/2021 |
| 10.4 | Form of Lock-Up Agreement, dated as of August 19, 2021, by and among the Company, Jonathan Javitt and Daniel Javitt. | 8-K | 10.4 | 8/24/2021 |
| 10.5 | Stock Escrow Agreement, dated November 20, 2017, between BRPA, Big Rock Partners Sponsor, LLC and Continental Stock Transfer & Trust Company | 8-K | 10.2 | 11/22/2017 |
| 10.6 | Registration Rights Agreement among BRPA and Big Rock Partners Sponsor, LLC | 8-K | 10.3 | 11/22/2017 |
| 10.7 | Agreement, dated November 17, 2018, among BRPA, Big Rock Partners Sponsor, LLC and BRAC Lending Group LLC | 8-K | 10.1 | 11/20/2018 |
| 10.8 | Stock Escrow Agent Letter, dated November 17, 2018 | 8-K | 10.2 | 11/20/2018 |
| 10.9 | Registration Rights Assignment Agreement, dated November 17, 2018 | 8-K | 10.3 | 11/20/2018 |
| 10.10 | Amendment to the Stock Escrow Agreement, dated May 24, 2021, among BRPA, Continental Stock Transfer & Trust Company, and the stockholder parties thereto | 8-K | 10.6 | 5/28/2021 |
| 10.11 | Lock-up Agreement, dated May 24, 2021, by and between BRPA and the stockholder parties identified therein | 8-K | 10.7 | 5/28/2021 |
| 10.12 | Registration Rights Agreement, dated May 24, 2021, by and among NRx Pharmaceuticals, Inc., certain equityholders of the Registrant named therein and certain equityholders of NeuroRx named therein | 8-K | 10.8 | 5/28/2021 |
| 10.13 | Sponsor Agreement, dated May 24, 2021, by and among BRPA, the Big Rock Partners Sponsor, LLC, and BRAC Lending Group LLC | 8-K | 10.9 | 5/28/2021 |
| 10.14 | NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan | S-4 | 10.22 | 5/21/2021 |
| 10.15 | Form of Subscription Agreement | 8-K | 10.1 | 3/15/2021 |
| 10.16 | Development and License Agreement, dated as of May 2, 2016, between Glytech LLC and NeuroRx | S-4 | 10.24 | 5/21/2021 |
| 10.17 | Amendment to Development and License Agreement, dated as of October 19, 2016, between Glytech LLC and NeuroRx | S-4 | 10.25 | 5/21/2021 |
| 10.18 | Second Amendment to Amended and Restated Development and License Agreement, dated as of June 13, 2018, between Glytech LLC and NeuroRx | S-4 | 10.26 | 5/21/2021 |
| 10.19 | Third Amendment to Amended and Restated Development and License Agreement, dated as of April 16, 2019, between Glytech LLC and NeuroRx | S-4 | 10.27 | 5/21/2021 |
| 10.20 | Fourth Amendment to Amended and Restated Development and License Agreement, dated as of December 31, 2020, between Glytech LLC and NeuroRx | S-4 | 10.28 | 5/21/2021 |
| 10.21 | Exclusive License Agreement, dated as of April 16, 2019, by and between NeuroRx and Sarah Herzog Memorial Hospital Ezrat Nashim | S-4 | 10.29 | 5/21/2021 |
| 10.22 | License and Option Agreement, dated as of September 1, 2020, between The Research Foundation For The State University of New York and NeuroRx | S-4 | 10.30 | 5/21/2021 |
| 10.23 | Binding Collaboration Agreement, dated as of September 18, 2020, between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery Aktiengesellschaft and NeuroRx | S-4 | 10.31 | 5/21/2021 |
| 10.24 | Exclusive Distribution Agreement, dated as of September 25, 2020, between NeuroRx and Cardinal Health 105, Inc. | S-4 | 10.32 | 5/21/2021 |
| 10.25 | Executive Employment Agreement, dated May 20, 2015, between NeuroRx and Jonathan C. Javitt | S-4 | 10.33 | 5/21/2021 |
| 10.27 | Amendment to “Work for Hire” Agreement, dated as of October 23, 2016, between NeuroRx and 20REBes Consulting LLC — Robert Besthof | S-4 | 10.35 | 5/21/2021 |
| 10.29 | Feasibility Study and Material Transfer Agreement, dated as of January 6, 2021, by and between NeuroRx and TFF Pharmaceuticals, Inc. | S-4 | 10.37 | 5/21/2021 |
| 10.30 | Manufacturing Supply Agreement, dated as of August 25, 2020, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation | S-4 | 10.38 | 5/21/2021 |
| 10.31 | Amendment #1 to Manufacturing Supply Agreement, dated as of September 2, 2020, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation | S-4 | 10.39 | 5/21/2021 |
| 10.32 | Amendment #2 to Manufacturing Supply Agreement, dated as of November 5, 2020, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation | S-4 | 10.40 | 5/21/2021 |
| 10.33 | Amendment #3 to Manufacturing Supply Agreement, dated as of February 5, 2021, by and among NeuroRx, Nephron SC, Inc. and Nephron Pharmaceutical Corporation | S-4 | 10.41 | 5/21/2021 |
| 10.34 | Share Subscription Facility Agreement, dated as of October 18, 2019, among NeuroRx, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited | S-4 | 10.42 | 5/21/2021 |
| 10.35 | Common Stock Purchase Warrant dated March 28, 2021 | S-4 | 10.43 | 5/21/2021 |
| 10.36 | Clinical Trial Participation Agreement, dated as of December 17, 2020, by and between Quantum Leap Health Care Collaborative and NeuroRx | S-4 | 10.44 | 5/21/2021 |
| 10.38 | Voting Agreement by and between Jonathan Javitt and Daniel Javitt | 8-K | 10.34 | 5/28/2021 |
| 10.39 | Statement of Work, dated July 26, 2021, between Pilltracker Ltd. and NeuroRx, Inc. | 10-Q | 10.1 | 11/15/2021 |
| 10.40 | Form of Securities Purchase Agreement, dated as of January 30, 2022, by and among the Company and the Purchasers. | 8-K | 10.1 | 2/03/2022 |
| 10.41 | Form of Preferred Investment Options, dated as of February 2, 2022, by and among the Company and the holders. | 8-K | 10.2 | 2/03/2022 |
| 10.42 | Form of Registration Rights Agreement, dated as of January 30, 2022, by and among the Company and the Purchasers. | 8-K | 10.3 | 2/03/2022 |
| 10.43 | Form of Placement Agent Preferred Investment Option, dated as of February 2, 2022 by and among the Company and H.C. Wainwright & Co., LLC. | 8-K | 10.4 | 2/03/2022 |
| 10.44 | Consulting Agreement, dated March 8, 2022, by and between the Company and Dr. Jonathan Javitt | 8-K | 10.1 | 3/09/2022 |
| 10.46 | Executive Employment Agreement, dated June 13, 2022, by and between NRx Pharmaceuticals, Inc. and Seth Van Voorhees | 10-Q | 10.1 | 8/15/2022 |
| 10.47 | Executive Employment Agreement, dated July 12, 2022, by and between NRx Pharmaceuticals, Inc. and Stephen Willard | 10-Q | 10.1 | 11/14/2022 |
| 10.48 | Share Purchase Agreement, dated November 4, 2022, by and between NRx Pharmaceuticals, Inc. and Streeterville Capital, LLC | 8-K | 10.1 | 11/09/2022 |
| 10.49 | Form of Note, dated November 4, 2022, by and between NRX Pharmaceuticals, Inc. and Streeterville Capital, LLC | 8-K | 10.2 | 11/09/2022 |
| 10.50 | Form of Guarantee, dated November 4, 2022, by and between NeuroRx, Inc. and Streeterville Capital, LLC | 8-K | 10.3 | 11/09/2022 |
| 10.51 | Settlement Agreement by and between Relief Therapeutics Holding AG, Relief Therapeutics International SA, NeuroRx, Inc. and NRX Pharmaceuticals, Inc., dated November 12, 2022. | 10-K/A | 10.54 | 5/01/2023 |
| 10.52 | Asset Purchase Agreement by and between Relief Therapeutics Holding AG, Relief Therapeutics International SA, NeuroRx, Inc. and NRX Pharmaceuticals, Inc., dated November 12, 2022. | 10-K/A | 10.55 | 5/01/2023 |
| 10.53 | Share Purchase Agreement, dated March 8, 2023, by and between NRx Pharmaceuticals, Inc. and Purchasers | 8-K/A | 10.1 | 3/14/2023 |
| 10.54+ | Pill Tracker Supplemental Task Order, dated November 15, 2021. | 10-K | 10.46 | 3/31/2022 |
| 10.55 | Amendment to Consulting Agreement, dated March 29, 2023, by and between the Company and Dr. Jonathan Javitt. | 10-K | 10.55 | 3/29/2024 |
| 10.56+ | Development and License Agreement, dated as of June 2, 2023, by and among the Company and Alvogen.* | 8-K | 10.1 | 6/05/2023 |
| 10.57 | Form of Securities Purchase Agreement | 8-K/A | 10.1 | 6/07/2023 |
| 10.58 | Lock-Up Agreement | 8-K/A | 10.2 | 6/07/2023 |
| 10.59 | Amendment to Convertible Promissory Note, dated June 30, 2023, by and between NRx Pharmaceuticals, Inc. and Streetervillle Capital LLC. | 10-Q | 10.1 | 8/14/2023 |
| 10.60 | Confidential Settlement Agreement and Release, dated July 17, 2023, by and between NRx Pharmaceuticals, Inc., NeuroRx, Inc., GEM Yield Bahamas Limited and GEM Global Yield LLC SCS | 10-K | 10.60 | 3/29/2024 |
| 10.61 | Form of Securities Purchase Agreement | 8-K | 10.1 | 9/01/2023 |
| 10.62 | Client Agreement, dated August 31, 2023, by and between NRx Pharmaceuticals, Inc. and LS Associates, a division of LifeSci Advisors, LLC Associates. | 8-K | 10.1 | 9/14/2023 | |
| 10.63 | First Amendment to NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan | 8-K | 10.1 | 12/29/2023 | |
| 10.64 | First Amendment to Exclusive, Global Development, Supply, Marketing & License Agreement, dated February 7, 2024, by and between NRx Pharmaceuticals, Inc., Alvogen Pharma US, Inc., Alvogen, Inc. and Lotus Pharmaceutical Co. Ltd. | 10-K | 10.64 | 3/29/2024 | |
| 10.65 | Amendment #3 to Convertible Promissory Note, dated February 9, 2024, by and between NRx Pharmaceuticals, Inc. and Streetervillle Capital LLC. | 8-K | 10.1 | 2/14/2024 | |
| 10.66 | Form of Securities Purchase Agreement, dated February 29, 2024 | 10-K | 10.66 | 3/29/2024 | |
| 10.67 | Securities Purchase Agreement, dated August 12, 2024, between NRx Pharmaceuticals, Inc. and the other parties signatory thereto | 8-K | 10.1 | 8/14/2024 | |
| 10.68 | Form of Security Agreement to be entered into by and among NRx Pharmaceuticals, Inc. and the other parties signatory thereto | 8-K | 10.2 | 8/14/2024 | |
| 10.69 | Form of Patent Security Agreement, to be entered into by and among NRx Pharmaceuticals, Inc. and the other parties signatory thereto | 8-K | 10.3 | 8/14/2024 | |
| 10.70 | Form of Registration Rights Agreement to be entered into by and among NRx Pharmaceuticals, Inc. and the parties signatory thereto | 8-K | 10.4 | 8/14/2024 | |
| 10.71 | Form of Subsidiary Guarantee to be entered into by and among NRx Pharmaceuticals, Inc. and the purchasers signatory thereto | 8-K | 10.5 | 8/14/2024 | |
| 10.72 | Settlement Agreement and Release of Claims, dated August 12, 2024, between the Company and Streeterville Capital, LLC. | 8-K | 10.6 | 8/14/2024 | |
| 10.73 | Employment Agreement between Michael Abrams and NRx Pharmaceuticals, Inc., dated November 18, 2024 | 8-K | 10.1 | 11/20/2024 | |
| 10.74 | Term Sheet, dated as of January 5, 2025, between the Company and JGS Holdings LLC | 8-K | 10.1 | 1/10/2025 | |
| 10.75+ | Securities Purchase Agreement, dated January 27, 2025, by and among the Company and the purchaser signatories thereto. | 8-K | 10.2 | 1/29/2025 | |
| 10.76 | Consent and Waiver Agreement, dated January 27, 2025, by and among the Company and the signatories thereto. | 8-K | 10.3 | 1/29/2025 | |
| 10.77 | Form of Amended and Restated Securities Purchase Agreement, dated as of January 28, 2025, by and among the Company and the Investor. | 8-K | 10.1 | 2/3/2025 | |
| 10.78 | Form of Second Amended and Restated Securities Purchase Agreement, dated as of February 3, 2025, by and among the Company and the Investor. | 8-K | 10.2 | 2/3/2025 | |
| 14.1 | NRx Pharmaceuticals, Inc. Code of Conduct | 10-K/A | 14.1 | 4/29/2024 | |
| 16.1 | Letter from KPMG LLP to the Securities and Exchange Commission dated November 21, 2023 | 8-K/A | 16.1 | 11/22/2023 | |
| 19.1 | NRx Pharmaceuticals, Inc. Securities Trading Policy | X | |||
| 23.1 | Consent of Independent Registered Accounting Firm | X | |||
| 24.1 | Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K). | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97.1 | NRx Pharmaceuticals, Inc. Compensation Recovery Policy | 10-K | 97.1 | 3/29/2024 | |
| 101 | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. | ||||
| 104 | Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) | ||||
- Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulations S-K. The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon request.
† This certification is being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 2025.
| NRX PHARMACEUTICALS, INC. | |
| By: | /s/ Jonathan Javitt |
| Jonathan Javitt | |
| Chairman and Interim Chief Executive Officer (Principal Executive Officer) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.