Nrx Pharmaceuticals Inc SEC Filings

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.

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, 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.