Results of Operations and Financial Condition. On August 17, 2026, NRx Pharmaceuticals, Inc. (the “Company”) announced via press release its results for the second quarter ended June 30, 2026. A copy of the Company’s press release is hereby furnished and incorporated herein by reference as Exhibit 99.1.

Regulation FD Disclosure. As previously disclosed, NRx Pharmaceuticals Inc. (the “Company”) filed an Abbreviated New Drug Application (“ANDA”) for preservative free ketamine in September 2025. The FDA advised the Company on July 30, 2026 of a final determination on first-round review that there were no major deficiencies related to the drug components of the product. The FDA did ask the company to update the label of the product to reflect a labeling change filed by the manufacturer of the Re…

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…

The filing pertains to an amendment of the Omnibus Incentive Plan, not a management change.

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…

Chief Operating Officer — Joseph M. Casper: The company appointed Joseph M. Casper as the Chief Operating Officer, bringing extensive healthcare industry experience to the leadership team.

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…

Director — Mike Taylor: Mike Taylor was appointed as a Class I member of the Board of Directors to fill the seat vacated by Janet Rehnquist.

Director — Janet Rehnquist: Janet Rehnquist resigned as a member of the Board of Directors.

Entry into a Material Definitive Agreement On January 5, 2025, NRx Pharmaceuticals, Inc. (the “ Company ”) entered into a binding term sheet defining the terms of a share purchase agreement (“ SPA ”) by and between the Company, HOPE Therapeutics, Inc., a wholly-owned subsidiary of the Company (“ HOPE ”), and JGS Holdings LLC, a Wyoming Limited Liability Company (the “ Investor ”), whereby the Investor intends to purchase: (i) $25.0 million in shares of HOPE’s Series A Preferred Stock converti…

Unregistered Sales of Equity Securities The information set forth in

Entry into a Material Definitive Agreement. The information set forth in

Chief Financial Officer — Michael Abrams: The company hired a new Chief Financial Officer from outside the organization.

Results of Operations and Financial Condition On November 14, 2024, NRx Pharmaceuticals, Inc. (the “ Company ”) issued a press release announcing its financial results for the third quarter ending September 30, 2024, and providing a business update, including an update regarding HOPE Therapeutics, the Company’s wholly owned subsidiary (“ HOPE ”) (the “ Press Release ). HOPE intends to develop a national network of precision psychiatry clinics that combine treatment with ketamine, Transcranial…

Regulation FD Disclosure A copy of the transcript of the 2024 Annual Meeting is furnished hereto as Exhibit 99.1. Forward-Looking Statements This Current Report on Form 8-K, along with Exhibit 99.1 attached hereto, contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the Company’s expectations regarding the incident disclosed and its impact on the Comp…

CEO — Stephen Willard: Stephen Willard resigned to lead another biotechnology company.