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.
Positive
None.
Negative
None.
Insights
Disclosure clarifies voting and disposition control for Anson-related entities.
The schedule identifies 1,736,737 shares held by funds advised by Anson and states co-advisor and GP relationships that confer shared voting and dispositive power. The filing preserves the beneficial ownership limitation on the Warrants (4.99%).
Reviewers should note the denominator: 33,067,630 outstanding Common Stock reported as of March 23, 2026, plus the Warrants, producing the 34,804,367 figure used for the 4.9% calculation.
Ownership stays below 5% threshold; holdings disclosed for regulatory clarity.
The filing states that the Reporting Persons beneficially own 4.9% of the class, including warrants subject to a 4.99% ownership cap. The disclosure signals public visibility into a single holder block without crossing 5%.
Subsequent filings would show any material change; current disclosure documents name addresses and roles for vote/disposition authority.
Key Figures
Beneficial shares held:1,736,737 sharesReported ownership percentage:4.9%Outstanding Common Stock used:33,067,630 shares
3 metrics
Beneficial shares held1,736,737 sharesShares held by Funds advised by Anson
Reported ownership percentage4.9%Calculated using 34,804,367-share denominator
Outstanding Common Stock used33,067,630 sharesOutstanding Common Stock per issuer 10-K as of March 23, 2026
"Each Warrant includes a beneficial ownership limitation."
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
shared dispositive powerregulatory
"Shared Dispositive Power 1,736,737.00"
co-investment advisorsfinancial
"Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds"
What stake does Anson Funds hold in NRXP according to this Schedule 13G/A?
Anson-affiliated funds beneficially own 1,736,737 shares, equal to 4.9% of the company on a 34,804,367-share basis, per the filing's stated calculation.
How was the 4.9% ownership percentage calculated in the filing?
The percentage divides 1,736,737 by 34,804,367, where 33,067,630 is the outstanding Common Stock reported in the issuer's Annual Form 10-K as of March 23, 2026 and 1,736,737 are shares issuable upon warrant exercise.
Do the Warrants held by Anson allow unlimited exercise into NRXP shares?
No; each Warrant contains a beneficial ownership limitation that prevents exercise to the extent it would cause beneficial ownership above 4.99%, and the filing accounts for that limitation.
Who can direct voting and disposition of the shares held by the Funds?
Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors and may direct vote and disposition. Related entities and individuals named (Anson Management GP LLC, Mr. Moore, Mr. Nathoo, Mr. Kassam) may also direct those powers.
Does this filing indicate Anson owns more than 5% of NRXP?
No; the filing classifies the position as ownership of 5 percent or less, reporting a 4.9% beneficial ownership figure that includes warrants subject to the ownership cap.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
NRX Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
629444209
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,736,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,736,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,737.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,736,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,736,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,737.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,736,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,736,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,737.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,736,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,736,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,737.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,736,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,736,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,737.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,736,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,736,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,737.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
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:
This Amendment No. 2 (this "Amendment") to Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common Stock, par value $0.001 per share (the "Common Stock"), of NRX Pharmaceuticals Inc., a Delaware corporation (the "Issuer").
This Schedule 13G relates to the Common Stock of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 1,736,737 shares of Common Stock held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 1,736,737 shares of Common Stock held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 1,736,737 shares of Common Stock held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 1,736,737 shares of Common Stock held by the Funds.
(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 4.9% of the outstanding Ordinary Shares, which includes shares of Common Stock underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99% of the outstanding Ordinary Shares. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 1,736,737 by 34,804,367, which is the sum of: (i) 33,067,630 outstanding Common Stock, as reported in the Issuer's Annual Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 23, 2026; and (ii) 1,736,737, the number of Common Stock receivable by the Fund upon exercise of the Warrants.
(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.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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 Section 4(a)
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.
