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 “2024 Form 10-K”). Except as set forth below, there have been no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors, of the Company's 2024 Form 10-K.

There is no assurance that the anticipated acquisition of Kadima (as defined below) will be completed or that the Company will realize the anticipated benefits from the acquisition.

On May 9, 2025, HOPE entered into an Asset Purchase and Contribution Agreement (the “Kadima Purchase 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, certain assets of Kadima, subject to the satisfaction of certain closing conditions (the “Kadima Acquisition”). As of the date of this Quarterly Report on Form 10-Q, the parties have not closed the Kadima 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. Even if the transactions contemplated by the Kadima Purchase Agreement are completed, the acquisition of the assets being purchased thereunder may not materialize into revenue and generate the financial and strategic benefits the Company expected. The failure to close the Kadima Acquisition would negatively impact the Company’s revenues and return on investment. In addition, should the Kadima Acquisition be consummated, the Company may face operational challenges and unforeseen liabilities that may negatively impact its business.

The Company may not realize the anticipated benefits from its acquisition of Dura and Cohen, which could adversely affect stockholder value.

The Company recently completed the acquisition of Dura and Cohen. However, there can be no assurance that the Company will be able to successfully integrate Dura’s and Cohen’s operations, personnel, or technologies into its business in a timely or cost-effective manner, or at all. The anticipated benefits of these acquisitions, including expected revenue growth, operational synergies, and enhanced market opportunities, may not be achieved to the extent expected, or may take longer than anticipated to realize. In addition, unforeseen liabilities, increased expenses, operational challenges, or the diversion of management’s attention could negatively impact the Company’s business following the acquisition. If the Company is unable to achieve the intended strategic or financial benefits of these acquisitions, the Company’s business, financial condition, results of operations, and stockholder value could be adversely affected.

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

No defaults upon senior securities occurred during the three months ended September 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* September 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* September 30, 2025.*