Welcome to our dedicated page for Nrx Pharmaceuticals SEC filings (Ticker: NRXP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NRx Pharmaceuticals, Inc. filings document regulatory, governance, financing, and corporate-status disclosures for a clinical-stage biopharmaceutical issuer listed on Nasdaq with common stock and NRXPW warrants. Recent reports include Form 8-K disclosures on FDA-related press releases for NRX-100 ketamine, at-the-market equity offering documentation under a Form S-3 registration statement, officer appointments, Nasdaq listing-rule correspondence, and changes in the company’s independent registered public accounting firm.
The company’s proxy and annual-meeting filings cover director elections, stockholder voting results, executive compensation disclosures, and amendments to the Omnibus Incentive Plan. Acquisition-related amendments provide financial statements and pro forma financial information for Dura Medical after its completed acquisition by HOPE Therapeutics, while other filings address exhibits, legal opinions, capital-structure mechanics, and governance matters tied to the company’s development and commercialization activities.
NRx Pharmaceuticals, Inc. filed a prospectus supplement covering an at-the-market offering of up to $20,000,000 of its common stock. The shares may be issued from time to time under an existing At-The-Market Offering Agreement with H.C. Wainwright & Co., LLC.
The shares will be issued under the company’s effective Form S-3 shelf registration statement and related base prospectus. This report also files a legal opinion from Cozen O’Connor confirming the validity of the shares to be issued under the program.
NRx Pharmaceuticals is launching an at-the-market stock program to sell up to $20,000,000 of common stock through H.C. Wainwright & Co. as sales agent. Shares may be sold on Nasdaq under the symbol NRXP or in negotiated transactions at prevailing market prices, with HCW earning up to 3.0% of gross proceeds.
The company plans to use any net proceeds for working capital and general corporate purposes to support growth. As of September 30, 2025, net tangible book value was about $(1.02) per share, and an illustrative sale of 11,111,111 shares at $1.80 would leave pro forma net tangible book value at $(0.21) per share, creating immediate dilution of $2.01 per new share. The filing highlights significant risks, including potential dilution, stock price volatility, and possible Nasdaq delisting if listing requirements are not met.
NRx Pharmaceuticals is asking stockholders to vote at its virtual 2025 annual meeting on March 23, 2026. Holders of 31,872,340 common shares as of February 12, 2026 can participate and vote online.
Key items 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 that increases the annual “evergreen” equity share reserve to the lesser of 3,187,234 shares, 5% of fully diluted shares, or a lower Board-approved amount, ratifying Weinberg & Company, P.A. as independent auditor for 2025, and a non-binding advisory vote on executive pay.
The proxy also details the company’s classified board structure, committee composition, executive and director compensation, a clawback policy tied to financial restatements, and pay-versus-performance data showing continued net losses alongside higher reported compensation for senior management as roles and personnel changed.
NRx Pharmaceuticals, Inc. appointed Joseph M. Casper, age 75, as its Chief Operating Officer, effective January 27, 2026. He brings 35 years of healthcare experience, including senior roles advising major payer, provider, and academic medical center organizations and involvement in an early medical record aggregation platform used by more than 15 million patients.
Mr. Casper’s compensation includes an expected annual base salary of $250,000, a target bonus of 25% of base salary tied to agreed milestones, and 100,000 stock options vesting 33.3% on June 1, 2026, 33.3% on December 1, 2026, and 33.3% on December 1, 2027.
NRx Pharmaceuticals, Inc. reported that on January 12, 2026 it received a letter from Nasdaq stating the company is not in compliance with Nasdaq rules requiring an annual shareholder meeting within twelve months of the fiscal year ended December 31, 2024. The company has 45 calendar days to submit a plan to regain compliance, and Nasdaq may grant an exception of up to 180 days from fiscal year end, through June 29, 2026. The notice does not immediately affect trading of the NRXP common stock, but the company will be listed as non-compliant on Nasdaq’s website and market data feeds.
The board set March 23, 2026 as the date of the 2025 Annual Meeting, to be held virtually, with February 12, 2026 as the record date. Because this date is more than 60 days after the prior October 8, 2024 annual meeting, stockholders must submit most proposals or director nominations under the bylaws by the close of business on January 26, 2026 to be considered at the 2025 meeting.
NRx Pharmaceuticals, Inc. has filed an amended shelf registration to offer up to $150,000,000 of common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units. The company may sell these securities from time to time, with specific terms and prices described in future prospectus supplements.
NRx is a clinical-stage biopharmaceutical company focused on central nervous system disorders such as suicidal depression, chronic pain, PTSD and schizophrenia, with lead drug candidates NRX-100 and NRX-101. Net proceeds from any future offerings are expected to be used primarily for working capital and general corporate purposes to support growth.
The filing includes $78,644,060 of unsold securities carried forward from a prior registration under Rule 415(a)(6). Shares of common stock outstanding were 29,605,150 as of December 11, 2025; this is a baseline figure, not the amount being offered.
NRx Pharmaceuticals, Inc. reported that its audit committee has appointed Weinberg & Company P.A. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Weinberg previously audited the financial statements of Dura Medical LLC, which was acquired by Hope Therapeutics, Inc., a subsidiary of NRx.
As part of this change, the audit committee dismissed Salberg & Company P.A. as the company’s independent auditor on or around November 24, 2025. Salberg’s audit reports on the December 31, 2024 and December 31, 2023 consolidated financial statements contained an explanatory paragraph about NRx’s ability to continue as a going concern, but no adverse opinions, disclaimers, or qualifications.
The company states there were no disagreements or reportable events with Salberg under SEC definitions during the past two fiscal years and through September 30, 2025. Salberg provided a letter to the SEC confirming its agreement with NRx’s description of the relationship and the change in auditors.
NRx Pharmaceuticals, Inc. filed an amended current report to add required financial information related to its acquisition of Dura Medical, LLC. The company previously reported the completion of this acquisition and is now providing Dura Medical’s standalone financial statements and combined pro forma financials.
The amendment includes audited financial statements of Dura Medical for the year ended December 31, 2024, unaudited financial statements as of and for the six months ended June 30, 2025, and unaudited pro forma combined financial statements showing NRx and Dura Medical on a combined basis. These materials are provided as exhibits and are incorporated by reference, while all other information from the original report remains unchanged.
NRx Pharmaceuticals (NRXP) reported a larger loss and ongoing financial strain for the nine months ended September 30, 2025, while advancing its drug pipeline and launching clinical operations. The company recorded a net loss of about $28.9 million, bringing accumulated deficit to roughly $307.3 million. Total assets were $15.0 million against liabilities of $40.8 million, resulting in stockholders’ deficit of $25.8 million.
Cash and cash equivalents were $7.2 million with a working capital deficit of about $28.6 million, and management concluded that substantial doubt exists about the ability to continue as a going concern. NRx raised capital through two registered direct offerings, an at-the-market program and Anson convertible notes, and benefited from warrant exercises. It also completed the acquisition of Dura Medical, generating initial patient service revenue of $0.2 million, and obtained FDA fast track expansion and key regulatory steps for NRX‑100 and NRX‑101.