NRx Pharmaceuticals (Nasdaq:NRXP) announces elimination of all balance sheet debt following equity conversion

NRx Pharmaceuticals (Nasdaq: NRXP) said it eliminated its remaining balance sheet debt after converting the final $5.4 million owed to Anson Funds into common stock with no warrants or repricing provisions.

Rhea-AI Summary

NRx Pharmaceuticals (Nasdaq: NRXP) said it eliminated its remaining balance sheet debt after converting the final $5.4 million owed to Anson Funds into common stock with no warrants or repricing provisions.

The company noted Anson originally lent $16.2 million to fund prior loans and operating expenses and that it expects to end Dec 31, 2025 with a debt-free balance sheet. Management said the debt-free capital structure positions the company for potential drug approvals and clinic expansions in 2026.

Positive

• $5.4M remaining debt converted to equity
• Company expects debt-free balance sheet on Dec 31, 2025
• Conversion executed with no warrants or repricing

Negative

• None.

Argus Dec 18 session

-4.39% close to close Open Argus

Details

News Market Reaction – NRXP

In the Dec 18 session, NRXP declined 4.39%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights NRXP’s conversion of the remaining $5.4 million Anson debt into equity,...

Analysis

This announcement highlights NRXP’s conversion of the remaining $5.4 million Anson debt into equity, with management expecting a debt‑free balance sheet at the end of 2025. That step follows a $150,000,000 S-3/A shelf filing and prior 10‑Q disclosures of a $28.9 million nine‑month net loss, stockholders’ deficit, and going‑concern language. Investors may watch future capital‑raising activity, cash trends, and progress toward the company’s anticipated 2026 approvals and clinic expansion plans.

Key Figures

Debt repaid to Anson: $5.4 million Original Anson loan: $16.2 million Shelf registration size: $150,000,000 +5 more

Debt repaid to Anson

$5.4 million

Remaining balance sheet debt converted to equity in this transaction

Original Anson loan

$16.2 million

Loan used to repay prior debt and fund operating expenses

Shelf registration size

$150,000,000

Maximum aggregate amount under amended S-3/A shelf

Unsold prior securities

$78,644,060

Carried forward under Rule 415(a)(6) in S-3/A

Net loss (9M 2025)

$28.9 million

Nine months ended September 30, 2025 per 10-Q

Total assets vs. liabilities

$15.0M assets / $40.8M liabilities

As of September 30, 2025 per 10-Q

Stockholders’ deficit

$25.8 million

Deficit as of September 30, 2025 per 10-Q

Cash and cash equivalents

$7.2 million

Balance as of September 30, 2025 per 10-Q

Historical Context

5 past events · Latest: Dec 03

5 events

1. Dec 03

   Clinical pipeline update

   24h Move

   +6.2%

   Expanded NRX‑101 IND to include use with TMS for depression.

2. Dec 02

   Regulatory filing news

   24h Move

   -5.0%

   FDA received and deemed complete ANDA for KETAFREE IV ketamine.

3. Dec 02

   Corporate update call

   24h Move

   -5.0%

   Announced corporate update conference call on clinical and operational topics.

4. Dec 01

   Conference presentation

   24h Move

   -2.5%

   NobleCon21 presentation on expanded focus and revenue-generating clinics.

5. Nov 17

   Earnings and update

   24h Move

   -15.3%

   Q3 2025 loss, limited cash, but pipeline and clinic growth highlighted.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

equity conversion, convertible debt, common stock, warrants, +1 more

5 terms

equity conversion financial

"was repaid through strategic equity conversion in common stock with no additional"

Equity conversion is the process of turning a non‑ownership claim—such as a loan, convertible bond, or preferred share—into common stock of the company. For investors it matters because conversion increases the number of shares and can dilute existing ownership, while shifting someone from creditor status to an owner with voting rights and upside potential; think of trading an IOU for a slice of the company's pie.

convertible debt financial

"balance sheet will reflect no outstanding convertible debtDebt-free balance sheet"

A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.

common stock financial

"through equity conversion of common stock. There were no warrants or other"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

warrants financial

"common stock with no additional warrants or adjustment provisionsCompany"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

PTSD medical

"expansion in support of patients with suicidal depression and PTSD,” said"

PTSD, or post-traumatic stress disorder, is a mental health condition that can develop after experiencing or witnessing a traumatic event, leading to ongoing feelings of fear, anxiety, or distress. For investors, understanding PTSD is important because widespread psychological impacts can influence market behavior, cause sudden shifts in confidence, or affect economic stability during times of collective trauma or crisis.

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• Remaining $5.4 million debt was repaid through strategic equity conversion in common stock with no additional warrants or adjustment provisions
• Company anticipates that Dec 31 balance sheet will reflect no outstanding convertible debt
• Debt-free balance sheet sets the stage for accelerated growth in 2026 with potential drug approvals and clinic expansions
  

WILMINGTON, Del., Dec. 18, 2025 (GLOBE NEWSWIRE) -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), a clinical-stage biopharmaceutical company, today announced that it has repaid the remaining $5.4 million balance sheet debt to Anson Funds, LLC, through equity conversion of common stock. There were no warrants or other repricing mechanisms associated with this transaction. Anson originally lent $16.2 million USD to the Company to fund repayment of prior loans and corporate operating expenses. With this repayment, the Company anticipates ending the 2025 calendar year with a balance sheet free of all debt. NRx believes that this milestone properly positions the company’s capital structure for accelerated growth with anticipated drug approvals and clinic expansions in the coming year.

“We thank Anson Funds for supporting our Company during a challenging period for biotechnology equities and for enabling us to advance our pharmaceutical and clinical programs toward potential 2026 approval and expansion in support of patients with suicidal depression and PTSD,” said Dr. Jonathan Javitt, MD, MPH, Chairman and CEO of NRx Pharmaceuticals and its subsidiary HOPE Therapeutics.

About NRx Pharmaceuticals, Inc.
NRx Pharmaceuticals, Inc. (www.nrxpharma.com), is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal depression, chronic pain, and PTSD. The Company is developing NRX-100 (preservative-free intravenous ketamine) and NRX-101, (oral D-cycloserine/lurasidone). NRX-100 has been awarded Fast Track Designation for the treatment of Suicidal ideation in Depression, including Bipolar Depression. NRX-101 has been awarded Breakthrough Therapy Designation for the treatment of suicidal bipolar depression. NRx has recently re-filed an Abbreviated New Drug Application (ANDA), and initiated a New Drug Application filing for NRX-100 with an application for the Commissioner’s National Priority Voucher Program for the treatment of suicidal ideation in patients with depression, including bipolar depression.

Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "plan," "believe," "intend," "look forward," and other similar expressions among others. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company has reported regulatory milestones as they have been achieved but has not predicted the outcome of any future regulatory determination. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, including uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy, and, among other things, liquidity. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise.

For further information:
Matthew Duffy Chief Business Officer, NRx (646) 335-5923 mduffy@nrxpharma.com	Brian Korb Managing Partner, astr partners (917) 653-5122 brian.korb@astrpartners.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NRx Pharmaceuticals (NRXP) announce on December 18, 2025 about its debt?

NRX announced it converted the remaining $5.4 million owed to Anson Funds into common stock, eliminating that debt.

Will NRXP have any debt on its Dec 31, 2025 balance sheet?

The company said it anticipates ending the 2025 calendar year with a debt-free balance sheet.

Did the equity conversion of NRXP include warrants or repricing protections?

No — the conversion of the $5.4 million balance was completed with no warrants or adjustment provisions.

How much did Anson Funds originally lend to NRx Pharmaceuticals?

Anson originally lent $16.2 million to fund repayment of prior loans and corporate operating expenses.

What does NRXP say the debt elimination enables for 2026?

NRX said the debt-free capital structure positions the company for accelerated growth, potential drug approvals, and clinic expansions in 2026.