Nrx Pharmaceuticals Inc SEC Filings

NRx Pharmaceuticals reported a smaller quarterly loss but continues to face serious liquidity pressure. For the three months ended March 31, 2026, the company generated its first significant clinical revenue of $1.1M from HOPE behavioral health clinics but still posted a net loss of $1.4M, improved from a $5.5M loss a year earlier. Cash and cash equivalents were $6.7M with total assets of $11.9M, against total liabilities of $25.7M, resulting in a stockholders’ deficit of $13.8M. Management disclosed a working capital deficit of about $17.8M and explicitly concluded that substantial doubt exists about the company’s ability to continue as a going concern for at least twelve months. The company expects to fund NDA submissions for KETAFREE™, NRX‑100 and NRX‑101 through at least the third quarter of 2026 using existing cash, clinic revenue and an at‑the‑market equity program, while acknowledging uncertainty around future financings and regulatory approvals.

NRX Pharmaceuticals, Inc. reported beneficial ownership disclosure by Anson Funds and related parties. The filing states the Funds hold 1,736,737 shares, representing 4.9% of common stock on a 34,804,367-share denominator. The calculation uses 33,067,630 outstanding Common Stock reported in the issuer's Annual Form 10-K as of March 23, 2026 and 1,736,737 shares issuable upon exercise of warrants.

The filing notes the Warrants include a beneficial ownership limitation that prevents exercise beyond 4.99%, and that Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam may direct the vote and disposition of the 1,736,737 shares.

NRx Pharmaceuticals, Inc. held its 2025 annual stockholder meeting, where investors approved an amendment to the 2021 Omnibus Incentive Plan. The change increases the annual “evergreen” share reserve to the lesser of 3,187,234 shares, 5% of fully diluted shares, or a lower amount set by the board.

Stockholders also elected Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting, ratified Weinberg & Company, P.A. as auditor for 2025, and supported executive compensation in a non-binding advisory vote.

NRx Pharmaceuticals reports on a year focused on advancing ketamine-based therapies, expanding its HOPE clinical network, and securing new funding. The company is pursuing both a generic ANDA (KETAFREE™) and full NDA path for NRX-100, supported by Fast Track designation and FDA guidance to seek broad approval in severe depression, including suicidal ideation. NRX-101 holds Breakthrough Therapy designation and is being advanced for suicidal bipolar depression and as an adjunct to Transcranial Magnetic Stimulation.

Through its HOPE subsidiary, NRx acquired Dura Medical and a minority interest in Cohen & Associates, began generating clinical revenue in late 2025, and is building a multi-state interventional psychiatry footprint. Financing activities included approximately $6.54 million raised via at-the-market equity sales, about $6.2 million from an August 2025 registered direct offering, roughly $5.0 million in net proceeds from Anson notes, and $3.09 million in warrant exercise proceeds. As of March 23, 2026, NRx had 33,067,630 common shares outstanding.

NRx Pharmaceuticals is asking stockholders to vote on key governance and compensation items at its 2025 Annual Meeting, to be held virtually on March 23, 2026. Holders of 31,872,340 common shares as of February 12, 2026 can vote.

Proposals include electing two Class I directors (Chaim Hurvitz and Michael Taylor) to terms running to the 2028 meeting, approving an amendment to the 2021 Omnibus Incentive Plan, ratifying Weinberg & Company, P.A. as independent auditor for 2025, and a non-binding advisory vote on executive pay. The plan amendment would increase the annual “evergreen” share reserve to the lesser of 3,187,234 shares, 5% of fully diluted shares outstanding, or a smaller amount set by the Board.

NRX Pharmaceuticals Chief Operating Officer Joseph Michael Casper received a grant of stock options on January 27, 2026 under the company’s 2021 Omnibus Incentive Plan. The award covers 100,000 stock options with an exercise price of $2.39 per share, expiring January 27, 2036.

The options vest in three equal tranches of 33.3% each, on June 1, 2026, December 1, 2026, and December 1, 2027. Following this grant, Casper directly holds 100,000 derivative securities linked to NRX Pharmaceuticals common stock.

NRX Pharmaceuticals Chief Operating Officer reports initial option holdings. Joseph Michael Casper filed a Form 3 showing direct beneficial ownership of stock options to acquire 100,000 shares of NRX Pharmaceuticals common stock at an exercise price of $2.39 per share.

According to the vesting schedule, 33.3% of these options will vest on June 1, 2026, another 33.3% will vest on December 1, 2026, and the remaining 33.3% will vest on December 1, 2027. This filing establishes his starting equity position as an officer of the company.

NRx Pharmaceuticals outlines a clearer regulatory path for its NRX-100 (preservative-free ketamine) program following an in-person Type C meeting with senior FDA leadership. Based on oral guidance, the company believes it can file a full New Drug Application using existing controlled trial data plus Real World Evidence from more than 65,000 patients in the Osmind database.

The company now plans to seek an indication for treatment-resistant depression in the context of suicidality, a broader target than suicidal ideation alone, and expects no additional nonclinical or bridging studies will be required. FDA will work with NRx and Osmind to finalize a statistical analysis plan for the Real World Evidence, which the company expects will be among the first such CNS applications under new guidance. Separately, NRx has filed an Abbreviated New Drug Application for a generic preservative-free ketamine for anesthesia and pain, with a planned FDA decision date in summer 2026.