What changed in NRX Pharmaceuticals, Inc.'s 10-K — 2024 vs 2025

CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 1,443 $ 4,595 Prepaid expenses and other current assets 1,859 2,289 Total current assets 3,302 6,884 Other assets 349 431 Total assets $ 3,651 $ 7,315 LIABILITIES AND STOCKHOLDERS ’ DEFICIT Current liabilities: Accounts payable $ 4,130 $ 4,632 Accrued and other current liabilities 10,149 4,714 Accrued clinical site costs 379 524 Convertible note payable and accrued interest – short term 1,246 9,161 Insurance loan payable 320 — Warrant liabilities 5,639 17 Total current liabilities 21,863 19,048 Convertible note payable and accrued interest – long term 5,011 — Total liabilities $ 26,874 $ 19,048 Commitments and Contingencies (Note 8) Stockholders’ deficit: Preferred stock, $ 0.001 par value, 50,000,000 shares authorized; $ — $ — Series A convertible preferred stock, $ 0.001 par value, 12,000,000 shares authorized; 0 and 3,000,000 shares issued and outstanding at December 31, 2024 and 2023, respectively — 3 Common stock, $ 0.001 par value, 500,000,000 shares authorized; 14,591,505 and 8,391,956 shares issued and outstanding at December 31, 2024 and 2023, respectively 15 8 Additional paid-in capital 255,035 241,406 Accumulated other comprehensive loss — (3 ) Accumulated deficit (278,273 ) (253,147 ) Total stockholders’ deficit (23,223 ) (11,733 ) Total liabilities and stockholders' deficit $ 3,651 $ 7,315 The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) Years ended December 31, 2024 2023 Operating expenses: Research and development $ 6,199 $ 13,371 General and administrative 13,505 14,216 Settlement (income) expense (1,202 ) 250 Total operating expenses 18,502 27,837 Loss from operations (18,502 ) (27,837 ) Other (income) expenses: Interest income (44 ) (494 ) Interest expense 230 120 Convertible note default penalty 849 — Change in fair value of convertible note payable 2,654 2,707 Change in fair value of warrant liabilities 1,657 (20 ) Loss on convertible note redemptions 1,278 — Total other expenses, net 6,624 2,313 Net loss (25,126 ) (30,150 ) Deemed dividend - warrants — (9 ) Net loss attributable to common stockholders $ (25,126 ) $ (30,159 ) Comprehensive loss: Net loss (25,126 ) (30,150 ) Change in fair value of convertible note attributed to credit risk — 3 Comprehensive loss $ (25,126 ) $ (30,153 ) Net loss per share: Basic and diluted $ (2.36 ) $ (3.98 ) Weighted average common shares outstanding: Basic and diluted 10,644,461 7,576,176 The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ (DEFICIT) EQUITY (in thousands, except share data) Series A Preferred Stock Common Stock Additional Paid-in- Accumulated Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Loss) (Deficit) Balance - December 31, 2022 — $ — 6,644,299 $ 7 $ 230,399 $ (222,997 ) $ — $ 7,409 Common stock and warrants issued, net of issuance costs $ 2,519 — — 1,353,667 1 8,121 — — 8,122 Preferred stock and warrants issued, net of issuance costs $ 27 3,000,000 3 — — 1,168 — — 1,171 Change in fair value of convertible note attributed to credit risk — — — — — — (3 ) (3 ) Shares issued as repayment of principal and interest for convertible note — — 326,423 — 982 — — 982 Common stock issued to settle GEM settlement liability — — 67,568 — 250 — — 250 Adjustment for deferred offering cost settlement — — — — 99 — — 99 Stock-based compensation — — — — 387 — — 387 Net loss — — — — — (30,150 ) — (30,150 ) Balance December 31, 2023 3,000,000 $ 3 8,391,956 $ 8 $ 241,406 $ (253,147 ) $ (3 ) $ (11,733 ) Conversion of Series A preferred stock into common stock (3,000,000 ) (3 ) 300,000 — 3 — — — At-the-market “ATM” offering, net of offering costs of $ 197 — — 385,515 1 1,626 — — 1,627 Common stock and warrants issued, net of issuance costs $ 975 — — 1,273,050 1 3,256 — — 3,257 Common stock and warrants issued in private placement — — 270,000 1 1,026 — — 1,027 Vesting of restricted stock awards — — 57,500 — — — — — Shares issued as repayment of principal and interest for convertible note — — 3,820,444 4 5,859 — — 5,863 Issuance of shares related to reverse stock split — — 73,040 — — — — — Contract cost related to Alvogen termination (see Note 6) — — — — 1,336 — — 1,336 Common stock issued in exchange for services — — 20,000 — 37 — — 37 Reclassification of AOCI upon settlement of Streeterville Note — — — — — — 3 3 Stock-based compensation — — — — 486 — — 486 Net loss — — — — — (25,126 ) — (25,126 ) Balance - December 31, 2024 — $ — 14,591,505 $ 15 $ 255,035 $ (278,273 ) $ — $ (23,223 ) The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (25,126 ) $ (30,150 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 5 5 Stock-based compensation 486 387 Common stock issued in exchange for services 37 — Change in fair value of warrant liabilities 1,657 (20 ) Change in fair value of convertible promissory notes 2,654 2,707 Loss on convertible notes redemptions 1,278 — Expense for debt issuance costs due to fair value election on Anson Notes 896 — Warrant issuance costs related to Alvogen termination 1,336 — Convertible note default penalty 849 — Non-cash settlement expense — 250 Increases (decreases) in operating assets and liabilities: Prepaid expenses and other assets 503 3,040 Accounts payable (5,217 ) 2,655 Accrued expenses and other liabilities 10,005 (531 ) Net cash used in operating activities (10,637 ) (21,657 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of computer equipment — (3 ) Net cash used in investing activities — (3 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of convertible note (7,850 ) (3,092 ) Repayment of insurance loan (725) (943 ) Expense for debt issuance costs due to fair value election on Anson Notes (896 ) — Proceeds from issuance of insurance loan 1,045 943 Proceeds from Anson convertible notes, net of OID 6,034 — Proceeds from liability classified warrants 3,966 — Proceeds from issuance of Series A preferred stock and warrants issued in private placement, net of issuance costs — 1,171 Proceeds from issuance of common stock and warrants, net of issuance costs 4,884 — Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs 1,027 8,122 Net cash provided by financing activities 7,485 6,201 Net decrease in cash and cash equivalents (3,152 ) (15,459 ) Cash and cash equivalents at beginning of year 4,595 20,054 Cash and cash equivalents at end of year $ 1,443 $ 4,595 Supplemental disclosure of cash flow information: Cash paid for interest $ 374 $ 885 Cash paid for taxes $ — $ — Non-cash investing and financing activities Issuance of common stock as principal and interest repayment for convertible notes $ 4,585 $ 982 Issuance of common stock warrants as offering costs $ 188 $ 75 Issuance of common stock for settlement of accrued liability $ — $ 250 Conversion of Series A preferred stock into common stock $ 3 $ — The accompanying notes are an integral part of these consolidated financial statements.

F-6 Table of Contents NRX PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 1. Organization The Business NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRX” or the “Company”) is a clinical-stage bio-pharmaceutical company which develops and intends to distribute, through its wholly-owned operating subsidiaries, NeuroRx, Inc., (“NeuroRx”) and HOPE Therapeutics, Inc.

NeuroRx is organized as a traditional research and development (“R&D”) company, whereas HOPE is organized as a specialty pharmaceutical company intended to distribute ketamine and other therapeutic options to clinics that serve patients with suicidal depression and PTSD.

Operations The Company’s drug development activities have expanded from its original focus on development of NRX- 101, a fixed dose combination of D-cycloserine (“DCS”) and lurasidone for the treatment of suicidal bipolar depression to encompass the development of NRX- 101 for the treatment of chronic pain and PTSD and to the development of intravenous ketamine (NRX- 100/HTX - 100 ) for the treatment of suicidal depression.

These additional indications have been added as the Company has gained access to clinical trials data funded by governmental entities in France and potentially in the United States which has the potential to afford the Company potential safety and efficacy data on key indications at low cost. 2.

Going Concern These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. Since inception, the Company has experienced net losses and negative cash flows from operations each fiscal year and has a working capital deficit at December 31, 2024.

The Company has no revenues and expects to continue to incur operating losses into 2025.

Although the Company projects operating revenue to be derived from the operation of clinical facilities through its HOPE subsidiary and sales of its pharmaceutical products in 2025, these projections are subject to completion of anticipated clinical acquisitions in the first case and regulatory approvals in the latter case.

In the absence of these projected developments, the Company’s ability to support its ongoing capital needs is dependent on its ability to continue to raise equity and/or debt financing, which may not be available on favorable terms, or at all, in order to continue operations. As of December 31, 2024, the Company had $1.4 million in cash and cash equivalents.

On August 12, 2024, the Company entered into that certain Securities Purchase Agreement dated August 12, 2024 ( the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to sell Senior Secured Convertible Promissory Notes (the “Anson Notes”) in the aggregate principal amount of up to approximately $16.3 million in three tranches of $5.435 million, and warrants to purchase that amount of shares of the Company’s common stock, $0.001 par value (“Common Stock”) equal to 50% of the principal amount of the Notes in the respective tranche divided by the volume weighted average price (“VWAP”) of the Company’s Common Stock, as listed on the Nasdaq Capital Market, on the day prior to the closing of each respective tranche under the Purchase Agreement (the “Anson Warrants”).

The Company consummated the sale of the first tranche of $5.435 million ($4.5 million in net proceeds) in Notes and Warrants (the “First Closing”) on August 14, 2024 ( the “First Closing Date”), and the second tranche of $5.435 million in Notes and Warrants (the “Second Closing”) on October 10, 2024 ( the “Second Closing Date”), for aggregate gross proceeds of approximately $10.87 million, before deducting fees, costs, and other expenses including the use of proceeds to repay $5.55 million of the Streeterville Note.

F- 7 Table of Contents NRX PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 The Company has secured operating capital that it anticipates as sufficient to fund its drug development operations through [●] and to finance submission of FDA New Drug Applications for NRX- 100 and NRX- 101.

The Company may pursue additional equity or debt financing or refinancing opportunities in 2025 and 2026 to fund ongoing clinical activities, to meet obligations under its current debt arrangements and for general corporate purposes. Such arrangements may take the form of loans, equity offerings, strategic agreements, licensing agreements, joint ventures or other agreements.

The sale of equity could result in additional dilution to the Company’s existing shareholders.

The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms, or that it will be able to refinance its existing debt obligations which could negatively impact the Company’s business and operations and could also lead to a reduction in the Company’s operations.

The Company will continue to carefully monitor the impact of its continuing operations on the Company’s working capital needs and debt repayment obligations.

As such, the Company has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for a period of at least twelve months from the date of issuance of these consolidated financial statements.

The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the company be unable to continue as a going concern. 3.

Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The consolidated financial statements include the accounts of NRX Pharmaceuticals, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its consolidated financial statements and the reported amounts of expenses during the reporting period.

The most significant estimates in the Company’s consolidated financial statements relate to the fair value of convertible notes payable, fair value of warrant liabilities, fair value of stock options and warrants, and the utilization of deferred tax assets.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan.

The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

Fair Value of Financial Instruments ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements.

Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. (Refer to Note 11 ) F- 8 Table of Contents NRX PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Concentration of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are occasionally invested in certificates of deposit.

The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Deposits in financial institutions may, from time to time, exceed federally insured limits.

As of December 31, 2024 the Company’s cash and cash equivalents balance within money market accounts was in excess of the U.S. federally insured limits by $1.2 million. The Company has not experienced any losses on its deposits of cash.

The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy.