82-2844431(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section12(b)of the Act: TheNasdaqStock Market LLCTheNasdaqStock Market LLC Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller Accelerated filer☐Smaller reporting company☒ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐ As of May 14, 2025, the registrant had17,289,192shares of Common Stock outstanding. TABLE OF CONTENTS ITEM 1.Financial Statements3Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20243Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 20244Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three months endedMarch 31, 2025 and 20245Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 20246Notes to Unaudited Condensed Consolidated Financial Statements7ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32ITEM 3.Quantitative and Qualitative Disclosures About Market Risk44 PART II - OTHER INFORMATION PART I FINANCIAL INFORMATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except share and per share data) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2025 1.Organization The Business NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx”, the “Company”, “we”, “us” or “our”) is a clinical-stage bio-pharmaceutical company which develops and will distribute, through its wholly-owned operating subsidiary, NeuroRx, Inc.,(“NeuroRx”), novel therapeutics for the treatment of central nervous system disorders including suicidal depression, chronic pain, andpost-traumatic stress disorder (“PTSD”) and now schizophrenia. All of our current drug development activities are focused drugs thatmodulate on the N-methyl-D-aspartate (“NMDA”) receptor in the brain and nervous system, a neurochemical pathway that has beendisclosed in detail in our annual filings. The Company hastwolead drug candidates that are expected to be submitted during thesecond quarter of 2025 for Food andDrug Administration (“FDA”)approval with anticipated FDA decision dates under thePrescription Drug User Fee Act ("PDUFA") by year end2025:NRX-101,an oral fixed dose combination of D-cycloserine and NeuroRx is organized as a traditional research and development (“R&D”) company, whereas HOPE is organized as amedical care delivery company intended to own and/or operate clinics that serve patients with suicidal depression, PTSD, and other Fiscal2024and thefirstquarter of2025marked a period of both expansion and change for NRx. Throughout this time, theCompany implemented a restructuring of its leadership to address challenges related to capital formation, clinical trial enrollment,and corporate development. These efforts led to measurable achievements throughout2024and thefirstquarter of2025,andpositioned the Company for growth and the achievement of our development objectives in2025.Management’s plan, through the 2.Going Concern These condensed consolidated financial statements have been prepared on a going concern basis which contemplates therealization of assets and settlement of liabilities and commitments in the normal course of business. Since inception, the Company hasexperienced net losses and negative cash flows from operations each fiscalyear and has a working capital deficit atMarch 31, 2025.The Company hasnorevenues and expects to continue to incur operating losses at least through theremainder of2025.Although theCompany projects operating revenueto be derived from the operation of clinical facilities through its HOPE subsidiary and sales of As ofMarch 31, 2025,the Company had $5.5million in cash and cash equivalents. OnAugust 12, 2024,the Companyentered into that certain Securities Purchase Agreement datedAugust 12, 2024 (the “Purchase Agreement”) with certain accredit