News & Events

Entry into a Definitive Material Agreement. Underwriting Agreement On June 3, 2026, NRx Pharmaceuticals, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with BTIG, LLC, as representative of the several underwriters listed in Schedule A thereto (the “ Underwriters ”) in connection with a public offering of an aggregate of 5,714,286 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), by the Comp…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2025 Annual Meeting, the Company’s stockholders approved the Amendment No:1 to the Omnibus Incentive Plan (the “ Amendment No. 1 ”) to increase the annual “evergreen” share reserve under the Omnibus Incentive Plan. Amendment No. 1 increased the annual automatic share increase from the lesser of (a) 1% of the total number of shares outstandin…

Other Events. On February 17, 2026, NRx Pharmaceuticals, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) for an aggregate of $20,000,000 of the Company’s shares (the “Shares”) of common stock, par value $0.001 per share, issuable pursuant to that certain At-The-Market Offering Agreement, as amended (the “Offering Agreement”), with H.C. Wainwright & Co., LLC, dated August 14, 2023. Any Shares sold under the Offering Agreement will be issued under the registrati…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Chief Operating Officer On January 27, 2026, the Board of Directors of the Company appointed Joseph M. Casper, age 75, as the Chief Operating Officer of the Company, effective January 27, 2026. Mr. Casper brings 35 years of experience in the healthcare industry to the Company’s leadership team. Prior to joining the Company, Mr. Casper…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 12, 2026, the Company received a letter from the Listing Qualifications Staff of the Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Listing Rules, which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end (the “Nasdaq Letter”). The Nasdaq Letter states that the Company has 45 cal…

Changes in Registrant ’ s Certifying Accountant. Engagement of New Independent Registered Public Accounting Firm and Dismissal of Independent Registered Public Accounting Firm On November 20, 2025, the audit committee of the board of directors (the “Audit Committee”) of NRx Pharmaceuticals, Inc. (the “Corporation”) approved the engagement of Weinberg & Company P.A. (“Weinberg”) as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Wei…

Other Events On October 17, 2025, NRX Pharmaceuticals, Inc. (the “Company”), through its subsidiary HOPE Therapeutics, Inc., a Delaware corporation (“HOPE Therapeutics”), completed its acquisition of a strategic and minority interest in Rebecca S. Cohen, MD, LLC d/b/a Cohen & Associates, a Florida limited liability company (“Cohen, LLC”). The acquisition of the interest in Cohen, LLC was effectuated pursuant to the terms and conditions of the Membership Interest Purchase Agreement (the “Cohen…

Completion of Acquisition or Disposition of Assets. On September 8, 2025, NRx Pharmaceuticals (NASDAQ: NRXP, or the “Company”), principally through its subsidiary HOPE Therapeutics, Inc., a Delaware corporation, completed its previously announced acquisition of Dura Medical, LLC, a Florida limited liability company (“Dura Medical”). The acquisition of Dura Medical was effectuated pursuant to the terms and conditions of the Membership Interest Purchase and Contribution Agreement (the “Dura Pur…

Entry into a Material Definitive Agreement On August 18, 2025, NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the “Purchasers”) for the registered direct offering of an aggregate of 3,959,999 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $1.65 per share (the “Registered Direct Offering”). The Registered Direct…

above. Disclaimer . The information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except…

above. Also on May 15, 2025, the Company issued a press release announcing the signing of a non-binding term sheet with Hope Therapeutics, Inc. and an investor, for debt financing to Hope of up to $7.8 million (the “ Term Sheet ”), subject to the execution of definitive documentation and other customary closing conditions. A copy of the press release announcing the entrance into the Term Sheet is furnished hereto as Exhibit 99.2 and is incorporated herein by reference. Disclaimer . The inform…

Other Events. On April 17, 2025, NRx Pharmaceuticals, Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable under that certain At the Market Offering Agreement, as amended (the “Offering Agreement”) with H.C. Wainwright & Co., LLC, dated August 14, 2023, to $20,000,000 and filed a prospectus supplement (the “Prospectus Supplement”) under the Offering Agreement for an aggregate o…

Results of Operations and Financial Condition On March 17, 2025, NRx Pharmaceuticals, Inc. (the “ Company ”) hosted an earnings call and issued a press release announcing its financial results for the fourth quarter and fiscal year ending December 31, 2024, and provided a business update. A copy of the press release and a transcript of the earnings call are furnished hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Entry into a Material Definitive Agreement. On January 28, 2025, NRX Pharmaceuticals, Inc. (the “Company”) and an accredited investor (the "Investor") entered into an Amended and Restated Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company agreed to sell, and the Investor agreed to purchase 732,600 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2.73 per share of Common Stock (the “Purchas…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 15, 2025, NRx Pharmaceuticals, Inc. (the “ Company ”) appointed Mike Taylor as a Class I member of the Board of Directors of the Company (“ Board ”). Mike Taylor, 50, is a 25-year veteran in the global credit business, focused on special situations and capital formation. Mr. Taylor currently serves as a consultant to Hope Therapeutics, I…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 7, 2025, Janet Rehnquist resigned as a member of the Board of Directors (“ Board ”) of NRx Pharmaceuticals, Inc. (the “ Company ”), effective immediately. Ms. Rehnquist’s resignation is not the result of any disagreement with the Company related to the Company’s operations, policies, or practices. In connection with the execution of the…