Welcome to our dedicated page for Nrx Pharmaceuticals SEC filings (Ticker: NRXP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NRx Pharmaceuticals, Inc. filings document regulatory, governance, financing, and corporate-status disclosures for a clinical-stage biopharmaceutical issuer listed on Nasdaq with common stock and NRXPW warrants. Recent reports include Form 8-K disclosures on FDA-related press releases for NRX-100 ketamine, at-the-market equity offering documentation under a Form S-3 registration statement, officer appointments, Nasdaq listing-rule correspondence, and changes in the company’s independent registered public accounting firm.
The company’s proxy and annual-meeting filings cover director elections, stockholder voting results, executive compensation disclosures, and amendments to the Omnibus Incentive Plan. Acquisition-related amendments provide financial statements and pro forma financial information for Dura Medical after its completed acquisition by HOPE Therapeutics, while other filings address exhibits, legal opinions, capital-structure mechanics, and governance matters tied to the company’s development and commercialization activities.
NRx Pharmaceuticals completed an underwritten public offering of 5,714,286 shares of common stock at $3.50 per share, with underwriters granted a 30-day option for 857,142 additional shares. The company expects net proceeds of about $18.8 million, or $21.6 million if the option is fully exercised.
The gross proceeds described in related press releases were approximately $20.0 million at pricing and $22.3 million at closing, including full exercise of the underwriters’ option. NRx plans to use the cash for working capital and general corporate purposes to support its growth. Directors and executives agreed to a 60-day lockup on stock sales.
NRx Pharmaceuticals is offering 5,714,286 shares of Common Stock at $3.50 per share. The underwriters have a 30-day option to purchase up to an additional 857,142 shares. Delivery is expected on or about June 4, 2026. The prospectus states gross proceeds of $20,000,001.00 and estimated net proceeds to the company of approximately $18,800,000.94, or about $21,619,998.12 if the option is fully exercised. The number of shares expected to be outstanding after the offering is 36,228,993 (or 37,086,135 if the option is exercised), based on May 15, 2026 outstanding data.
The offering is being made under a shelf registration on Form S-3 and is a firm commitment underwriting led by BTIG with Lucid Capital Markets as joint bookrunner; net proceeds are stated to be for working capital and general corporate purposes.
NRx Pharmaceuticals, Inc. plans an underwritten public offering of its common stock, using an already effective shelf registration statement on Form S-3. The company also expects to grant the underwriter a 30-day option to buy up to an additional 15% of the shares sold on the same terms. Net proceeds are currently intended for working capital and general corporate purposes to support the company’s growth. The transaction remains subject to market and other conditions, and there is no assurance on completion, timing, or final size.
NRx Pharmaceuticals, Inc. is offering shares of its common stock pursuant to a preliminary prospectus supplement dated June 2, 2026 under its Form S-3 shelf registration. The offering is described as a firm‑commitment, underwritten public offering with an underwriter option exercisable for 30 days; delivery is expected on or about June, 2026, subject to completion.
The prospectus supplement relies on the Base Prospectus from the company’s Form S-3 (File No. 333-288205) and discloses use of proceeds for working capital and general corporate purposes. The supplement cites 36,228,992 shares outstanding as of May 15, 2026 as the baseline share count used to compute pro forma figures.
NRX Pharmaceuticals, Inc. is the subject of a Form 25 notification filed by Nasdaq Stock Market LLC to remove a class of Warrant securities from listing and/or registration under Section 12(b) of the Exchange Act. The notice cites compliance with 17 CFR 240.12d2-2 and shows Commission File Number 001-38302. The document includes an expiration reference of March 31, 2018 and lists the issuer's principal office at 1201 Orange Street, Suite 600, Wilmington, DE 19801.
NRx Pharmaceuticals reported a smaller quarterly loss but continues to face serious liquidity pressure. For the three months ended March 31, 2026, the company generated its first significant clinical revenue of $1.1M from HOPE behavioral health clinics but still posted a net loss of $1.4M, improved from a $5.5M loss a year earlier. Cash and cash equivalents were $6.7M with total assets of $11.9M, against total liabilities of $25.7M, resulting in a stockholders’ deficit of $13.8M. Management disclosed a working capital deficit of about $17.8M and explicitly concluded that substantial doubt exists about the company’s ability to continue as a going concern for at least twelve months. The company expects to fund NDA submissions for KETAFREE™, NRX‑100 and NRX‑101 through at least the third quarter of 2026 using existing cash, clinic revenue and an at‑the‑market equity program, while acknowledging uncertainty around future financings and regulatory approvals.
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.
NRx Pharmaceuticals, Inc. held its 2025 annual stockholder meeting, where investors approved an amendment to the 2021 Omnibus Incentive Plan. The change increases the annual “evergreen” share reserve to the lesser of 3,187,234 shares, 5% of fully diluted shares, or a lower amount set by the board.
Stockholders also elected Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting, ratified Weinberg & Company, P.A. as auditor for 2025, and supported executive compensation in a non-binding advisory vote.
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.