NRX Pharmaceuticals Inc 2026年季度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly PeriodEnded: June 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38302 NRX PHARMACEUTICALS, INC.(Exact name of registrant as specified in its charter) 1201 Orange Street, Suite 600Wilmington, DE 19801(Address of principal executive offices) (Zip Code) (484) 254-6134(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section 12(g) of the Act: None 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 filesuch reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ 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 shorterperiod that the Registrant was required to submit such files). Yes☒No☐ 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 reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the ExchangeAct.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of August 14, 2026, the registrant had 43,295,767 shares of common stock, par value $0.001 per share (the “CommonStock”), outstanding. TABLE OF CONTENTS PART I–FINANCIAL INFORMATIONITEM 1.Financial Statements Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026and 2025Unaudited Condensed Consolidated Statements of Changes in Stockholders’Deficit for the three and six monthsended June 30, 2026 and 2025Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025Notes to Unaudited Condensed Consolidated Financial StatementsITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsITEM 3.Quantitative and Qualitative Disclosures about Market RiskITEM 4.Controls and Procedures PART II–OTHER INFORMATIONITEM 1.Legal Proceedings ITEM1A.Risk FactorsITEM 2.Unregistered Sales of Equity Securities and Use of ProceedsITEM 3.Defaults Upon Senior SecuritiesITEM 4.Mine Safety DisclosuresITEM 5.Other InformationITEM 6.Exhibits SIGNATURES PART I FINANCIAL INFORMATION NRX PHARMACEUTICALS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data) Stockholders’ deficit:Preferred stock, $0.001 par value, 50,000,000 shares authorized.$—$—Series A convertible preferred stock, $0.001 par value, 12,000,000 shares authorized; 0shares issued and outstanding as of June 30, 2026 and December 31, 2025——Common Stock, $0.001 par value, 500,000,000 shares authorized; 43,157,744 and31,734,333 shares issued and outstanding as of June 30, 2026 and December 31, 2025,respectively4332Additional paid-in capital324,632290,926Accumulated deficit(324,845)(306,895)Total stockholders’ deficit(170)(15,937)Total liabilities and stockholders' deficit$34,160$12,956 NRX PHARMACEUTICALS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’DEFICIT(in thousands, except share data)(Unaudited) NRX PHARMACEUTICALS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(Unaudited) NRX PHARMACEUTICALS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2026(Unaudited) Note 1. Business and 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 expects to 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,post-traumatic stress disorder (PTSD) and schizophrenia. NeuroRx drug development