NRX Pharmaceuticals Inc美股招股说明书(2025-12-22版)

This prospectus provides a general description of the securities we may offer from time to time. Each time we offersecurities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one ormore free writing prospectuses to be provided to you in connection with an offering. The prospectus supplement and any relatedfree writing prospectus may also add, update or change information contained in this prospectus. You should carefully read thisprospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporatedby reference, before you invest in any of the securities being offered. Our Common Stock is listed on The Nasdaq Capital Market, which we sometimes refer to herein as “Nasdaq,” under thesymbol “NRXP.” On December 19, 2025, the closing price of our Common Stock was $2.37 per share. We may offer and sell our securities to or through one or more agents, underwriters, dealers or other third parties ordirectly to one or more purchasers on a continuous or delayed basis. If agents, underwriters or dealers are used to sell oursecurities, we will name them and describe their compensation in a prospectus supplement. The price to the public of our securitiesand the net proceeds we expect to receive from the sale of such securities will also be set forth in a prospectus supplement. Foradditional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. Our business and investing in our securities involves significant risks. You should review carefully the risks anduncertainties referenced under the heading“Risk Factors”on page 3of this prospectus, as well as those contained in theapplicableprospectus supplement and any related free writing prospectus,and in the other documents that areincorporated by reference into this prospectus or the applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus isDecember 22, 2025 TABLEOF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS3CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5DESCRIPTION OF OUR CAPITAL STOCK6DESCRIPTION OF THE DEBT SECURITIES9DESCRIPTION OF THE DEPOSITARY SHARES18DESCRIPTION OF THE WARRANTS21DESCRIPTION OF THE RIGHTS22DESCRIPTION OF THE PURCHASE CONTRACTS23DESCRIPTION OF THE UNITS23DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATIONAND BYLAWS24PLAN OF DISTRIBUTION25LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION28INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THISPROSPECTUS This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the“SEC”), usinga “shelf” registration process.Under this shelf registration process, we may sell the securities described in this prospectus in one ormore offerings.This prospectus provides you with a general description of the securities which may be offered.Each time we offersecurities for sale, we will provide a prospectus supplement that contains information about the specific terms of that offering. Wemay also authorize one or more free writing prospectuses to be provided to you that may contain material information relating tothese offerings. Any prospectus supplement or free writing prospectus may also add or update information contained in thisprospectus.If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement orfree writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. You should readboth this prospectus and any prospectus supplement together with additional information described below under “Where You CanFind More Information” and “Incorporation of Certain Information by Reference.” You should rely only on the information contained or incorporated by reference in this prospectus, and in any prospectussupplement or free writing prospectus.We have not authorized any other person to provide you with different information.Ifanyone provides you with different or inconsistent information, you should not rely on it.We are not making offers to sell orsolicitations to buy the securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized,or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make anoffer or solicitation.You should not assume that the information in this prospectus or any prospectus supplement, as well as theinformation we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospec