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NRX Pharmaceuticals, Inc.

For the period ended Dec 31, 2025. Filed Mar 23, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 23, 2026

NRXP$2.380.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Table of Contents

INDEX

Page
Part I4
Item 1. Business4
Item 1A. Risk Factors26
Item 1B. Unresolved Staff Comments56
Item 1C. Cybersecurity56
Item 2. Properties57
Item 3. Legal Proceedings57
Item 4. Mine Safety Disclosures58
Part II58
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities58
Item 6. [Reserved]58
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations59
Item 7A. Quantitative and Qualitative Disclosure about Market Risk67
Item 8. Financial Statements and Supplementary Data68
Item 9. Changes in Disagreements with Accountants on Accounting and Financial Disclosure68
Item 9A. Controls and Procedures68
Item 9B. Other Information69
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection69
Part III69
Item 10. Directors, Executive Officers, and Corporate Governance69
Item 11. Executive Compensation75
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters80
Item 13. Certain Relationships and Related Transactions, and Director Independence82
Item 14. Principal Accounting Fees and Services83
Part IV
Item 15. Exhibits and Financial Statement Schedules84

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document and the information incorporated by reference herein include “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, which may include, but are not limited to, statements regarding our financial outlook, product development, business prospects, and market and industry trends and conditions, as well as the Company’s strategies, plans, objectives, and goals. These forward-looking statements are based on current beliefs, expectations, estimates, forecasts, and projections of, as well as assumptions made by, and information currently available to, the Company’s management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “would,” “seek,” “plan,” “intend,” “shall,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. These forward- looking statements are, by their nature, subject to significant risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. These risks and uncertainties include, but are not limited to, our relatively limited operating history; our ability to expand, retain and motivate our employees and manage our growth; risks associated with general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the Company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; changes in laws, rules or regulations relating to any aspect of the Company’s business operations, or general economic, market and business conditions; financial instability of international economies and sovereign risk; dependence on the effectiveness of the Company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions. Furthermore, there can be no guarantees with respect to pipeline products that the products will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. The Company assumes no obligation and does not intend to update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. As a result of these and other risks, uncertainties and assumptions, forward-looking events and circumstances discussed herein might not occur in the way that the Company’s management expects, if at all. Accordingly, you should not place reliance on any forward-looking statement, and all forward-looking statements are herein qualified by reference to the cautionary statements set forth above.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.