[SCHEDULE 13G/A] NRX Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Anson Funds and affiliated managers disclose a 9.3% stake in NRX Pharmaceuticals (NRXP), holding 1,604,975 shares. The filing states these shares are held by Anson Funds Management LP and related entities and individuals, including Anson Management GP LLC, Anson Advisors Inc., Tony Moore, Amin Nathoo and Moez Kassam. The percentage is calculated using 17,289,192 shares outstanding as reported in NRX Pharmaceuticals' May 15, 2025 quarterly report. The filing indicates shared voting and dispositive power over the 1,604,975 shares and certifies the position was acquired in the ordinary course of business and not for the purpose of changing control.

Insights

Securities Analyst

TL;DR: Anson group reports a significant 9.3% passive stake in NRXP, disclosing shared voting and dispositive power.

The Schedule 13G/A shows the Anson group collectively holds 1,604,975 shares, representing 9.3% of NRXP based on 17,289,192 outstanding shares. Classification entries indicate roles across investment adviser, parent/holding and control-person categories depending on entity. The filing follows the passive-investor disclosure path by certifying ordinary-course acquisition and no intent to influence control. For investors, a passive 9.3% holder is material because it crosses the 5% reporting threshold, but the statement explicitly denies activist intent; therefore this is a transparency event rather than an announced strategic change.

Corporate Governance Expert

TL;DR: The filing documents shared authority among affiliated managers, which matters for governance transparency.

All reporting persons list 0 sole voting or dispositive power and 1,604,975 shared voting and dispositive power, indicating joint control among the named entities and individuals. The disclosure identifies the regulatory status (Canadian investment advisor for some filers) and includes certifications about acquisition purpose and regulatory comparability. This clarifies voting structures and ownership attribution but does not indicate any changes to board composition or corporate control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NRX PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

629444209

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Anson Funds Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,604,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,604,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,604,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Anson Management GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,604,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,604,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,604,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Tony Moore

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,604,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,604,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,604,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Anson Advisors Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,604,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,604,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,604,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

FI, CO

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Amin Nathoo

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,604,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,604,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,604,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 629444209

1

Names of Reporting Persons

Moez Kassam

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,604,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,604,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,604,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NRX PHARMACEUTICALS, INC.
(b)	Address of issuer's principal executive offices: 1201 Orange Street, Suite 600 Wilmington, DE 19801
Item 2.
(a)	Name of person filing: Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)	Address or principal business office or, if none, residence: For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore: 16000 Dallas Parkway, Suite 800 Dallas, Texas 75248 For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam: 181 Bay Street, Suite 4200 Toronto, ON M5J 2T3
(c)	Citizenship: Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 629444209
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Canadian Investment Advisor
Item 4.	Ownership
(a)	Amount beneficially owned: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 1,604,975 shares of Common Stock held by the Fund.
(b)	Percent of class: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.3% of the outstanding shares of Common Stock held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo, and Mr. Kassam. This percentage is determined by dividing 1,604,975 by 17,289,192, which is the number of shares of Common Stock issued and outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Section 4(a)
	(ii) Shared power to vote or to direct the vote: See Section 4(a)
	(iii) Sole power to dispose or to direct the disposition of: See Section 4(a)
	(iv) Shared power to dispose or to direct the disposition of: See Section 4(a)
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See description regarding the Fund in the introduction, which is incorporated by reference herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See description of control persons of Anson Funds Management LP and Anson Advisors Inc. in the introduction, which is incorporated by reference herein.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anson Funds Management LP

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2025

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2025

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2025

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2025

FAQ

How many NRXP shares does Anson group report owning?

The filing states the Anson group beneficially owns 1,604,975 shares of NRX Pharmaceuticals common stock.

What percentage of NRXP does the 1,604,975 shares represent?

The filing reports this equals 9.3% of the outstanding shares, based on 17,289,192 shares outstanding as reported on May 15, 2025.

Do the reporting persons claim sole voting or dispositive power over the shares?

No. The filing indicates 0 sole voting power and 1,604,975 shared voting power, and similarly for dispositive power.

Was the stake reported as acquired to influence control of NRX Pharmaceuticals?

The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Which entities and individuals are listed as reporting persons?

The filing lists Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., Tony Moore, Amin Nathoo and Moez Kassam.