NRX Pharmaceuticals, Inc.

We have disclosed the risk factors that materially affect our business, financial condition or results of operations under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 14, 2025 (the “Annual Report on Form 10-K”). There have been no material changes from the risk factors previously disclosed. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K and other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, or may not be able to assess, also may materially adversely affect our business, financial condition and/or operating results.

There is no assurance that the Agreement withKadima Neuropsychiatry Institute will close or that even if we close the Acquisition that we will realize the anticipated benefits.

On May 9, 2025, Hope Therapeutics, Inc. entered into an Asset Purchase and Contribution Agreement (the “Agreement”), with HTX Management Company, LLC, Kadima Neuropsychiatry Institute, Medical Corp., Kadima Holdings, Inc., and David Feifel, M.D., PH.D. (collectively, “Kadima”), pursuant to which the Company agreed to purchase, and Kadima agreed to sell, on the Closing Date, as defined in the Agreement, certain assets of Kadima, subject to the satisfaction of certain closing conditions (the “Acquisition”). As of the date of this Report, the parties have not closed the Acquisition due to ongoing discussions between the parties and, while no assurances can be given, remain in active discussions to either i) close the Acquisition per the terms of the Agreement, or ii) pursue potential alternative outcomes mutually agreeable to the parties. Even if the transactions contemplated by the Agreement are completed, the acquisition of the assets being purchased thereunder may not materialize into revenue and generate the financial and strategic benefits we expected. The failure to close the Acquisition would negatively impact our revenues and return on investment. In addition, should the Acquisition close, we may face operational challenges and unforeseen liabilities that may negatively impact our business.

While we have entered into definitive transaction documents with Kadima Neuropsychiatry Institute and Dura Medical, we cannot assure you that the transactions will be consummated or, if consummated, that they will be consummated on the terms set forth in such definitive documentation or that they will be accretive to stockholder value.

As previously reported by the Company, we entered into definitive purchase agreements with each of Kadima and Dura Medical pursuant to which we agreed to explore an acquisition of each of the clinics. We have also announced the entry into, and negotiations for, letters of intent with potential strategic investors (the “LOI’s”), to partially fund our planned acquisitions of Kadima and Dura Medical, the first step in creating our planned international network of interventional psychiatry clinics.

We currently have not finalized the commitments to finance the proposed acquisitions. Further, even if we are able to complete the financing(s), no assurances can be given that the terms will be favorable to our stockholders, that the transaction(s) will be completed in the time frame or in the manner currently anticipated, or that we will recognize the anticipated benefits of the transactions.

No unregistered sales of equity securities occurred during the three months ended June 30, 2025, that were not previously reported.

No defaults upon senior securities occurred during the three months ended June 30, 2025, that were not previously reported.

Not applicable.

Item5. Other Information

None of our directors or executive officers adopted or terminated a Rule10b5-1 trading arrangement or a non-Rule10b5-1 trading arrangement during the quarter ended* June 30, 2025,as such terms are defined under Item408*(a) of Regulation S-K. Additionally, we didnot adopt or terminate a Rule10b5–1 trading arrangement during the quarter ended* June 30, 2025.*