0001558370-22-008948 | 10-Q | XBRL Viewer

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Equity - Preferred Investment Options (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Feb. 02, 2022	Aug. 23, 2021	Mar. 31, 2022
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)			7,824,727
Preferred Investment Options
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)	7,824,727	2,727,273
Price per unit	$ 2.94	$ 11.00
Strike price	$ 3.07	12.00
Expected term	5 years
Volatility rate	82.80%
Risk-free rate	1.60%
Dividend yield	0.00%
Fair value on the date of issuance	$ 15.5
Private Placement
Class of Warrant or Right [Line Items]
Price per unit		$ 3.99	$ 2.94
Strike price			$ 3.99
Expected term			5 years
Volatility rate			82.80%
Risk-free rate			1.60%
Dividend yield			0.00%

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Schedule of Outstanding Shares of Common Stock Equivalents Excluded From Diluted Net Loss Per Share


	Three Months Ended March 31,
	2022	2021
Stock options	2,906,948	489,255
Common stock warrants	17,521,753	1,200,307
Earnout Shares	22,209,280	—
Earnout Shares from exercised Substitute Options and Substitute Warrants	1,229,925	—

Commitments and Contingencies - Relief Therapeutics Collaboration Agreement (Details) - Relief Therapeutics Collaboration Agreement [Member] - USD ($) $ in Millions	Jan. 10, 2022	Mar. 31, 2022
Related Party Transaction [Line Items]
Reimbursements for expenses		$ 10.9
Pending Litigation
Related Party Transaction [Line Items]
Litigation damages sought by Company	$ 185.0

Fair Value Measurements - Reconciliation of Earnout Cash liability (Details) - Earnout Cash liability $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 4,582
Gain upon re-measurement	(2,103)
Balance at the end	$ 2,479

Notes Payable - Summary of outstanding notes payable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Carrying value of note payable	$ 500	$ 500
Accrued interest	20	18
Note payable and accrued interest, current	520	518
Relief Therapeutics loan [Member]
Carrying value of note payable	$ 500	$ 500

Equity - Assumed Public Warrants (Details)	3 Months Ended
Equity - Assumed Public Warrants (Details)	Mar. 31, 2022 D $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Number of outstanding warrants \| shares	17,521,753	9,305,790
Warrants, exercise price per share \| $ / shares	$ 6.29	$ 9.09
Public Warrants
Class of Stock [Line Items]
Number of outstanding warrants \| shares	3,450,000
Number of shares per warrant \| shares	1
Warrants, exercise price per share \| $ / shares	$ 11.50
Warrants expiration term	5 years
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of warrants	30 days
Stock price trigger for redemption of warrants (in dollars per share) \| $ / shares	$ 21.00
Threshold trading days for redemption of warrants \| D	20
Redemption Period \| D	30
Warrants exercised during period \| shares	0

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

8. Commitments and Contingencies

Operating Lease

The Company leases office space on a month-to-month basis. The rent expense for the three months ended March 31, 2022 and 2021 was $0.1 million and $0.1 million, respectively.

Sponsored Research Agreement with National Jewish Health

On February 8, 2021, the Company entered into a Sponsored Research Agreement (“Research Agreement”) with National Jewish Health (“NJ Health”), a Colorado not-for-profit institution. Under the terms of the Research Agreement, the Company agreed to sponsor a research study at NJ Health relating to the impact of the Company’s' Aviptadil on propagation of SARS-CoV-2 in alveolar type II cells in vitro (the “Study”). In return for performance of the Study under the Research Agreement, the Company has committed to pay NJ Health approximately $0.4 million. As of March 31, 2022, the Company has paid NJ Health $0.3 million of the total committed amount.

ZYESAMI Manufacturing, Production, Supply and Distribution Agreements

On August 25, 2020, the Company and Nephron Pharmaceuticals Corporation (“Nephron”) signed an agreement for the manufacturing of finished pharmaceutical product of Aviptadil intravenous formulation and the development of an inhaled (nebulizer) formulation of Aviptadil. The Company has agreed to purchase products from Nephron for a fixed price.

On September 29, 2020, the Company and Cardinal Health signed an exclusive distribution agreement, as well as a third-party logistics agreement on October 1, 2020. Cardinal Health will manage warehousing, distribution, and invoicing for the potential sale of Aviptadil in the U.S. and Puerto Rico.

On October 9, 2020, the Company signed an agreement with PolyPeptide Group, North America for the supply of Good Manufacturing Practice Grade Active Pharmaceutical Ingredient (“API”) Aviptadil. This gives NRx Pharmaceuticals a significant reduction in the cost of procuring API. The Company has agreed to purchase a total of $5.3 million worth of product and services, of which $2.4 million has not been paid for as of March 31, 2022.

Relief Therapeutics Collaboration Agreement

On September 18, 2020, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with Relief Therapeutics for the clinical development and, if approved, the sale of Aviptadil. The Collaboration Agreement provides for funding by Relief Therapeutics of certain clinical trials, formulation and manufacturing of Aviptadil, as well as establishing specified sales territories for each party and share of the profits in those territories for “Product” as defined in the Collaboration Agreement. Relief Therapeutics reimbursed the Company $10.9 million but has subsequently declined to reimburse the Company for additional costs of research and development. The Company advised Relief Therapeutics that the Company is funding those costs with other capital. On October 6, 2021, Relief Therapeutics filed a lawsuit against the Company and its former CEO claiming that the Company failed to honor its obligations under the Collaboration Agreement. Relief Therapeutics’ complaint seeks several remedies, including damages for alleged breaches of the terms of the Collaboration Agreement. The Company believes the lawsuit is baseless and without merit. On January 10, 2022, the Company filed a complaint in New York State Court, claiming Relief Therapeutics breached and repudiated the Collaboration Agreement. The Company’s complaint seeks damages of at least $185.0 million. The parties to the lawsuit have agreed to engage in mediation in an effort to amicably resolve the litigation. If the mediation does not resolve the dispute, the Company intends to defend itself vigorously and to prosecute its claims against Relief Therapeutics.

Legal Proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.

Share Subscription Facility Agreement - GEM

In 2019, NeuroRx entered into a share subscription facility agreement (the “GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, referred to as “GEM”) with a three-year term. Subject to the successful listing of the shares of NeuroRx on an exchange (any nationally recognized stock exchange or exchange platform in the world on which the Company will list its shares), GEM granted NeuroRx an option to require GEM to subscribe for shares from the Company for up to an aggregate value of approximately $95.6 million. The agreement also included certain provisions which would not meet the U.S. requirements to issue registered shares. If NeuroRx were listed or completed a private transaction resulting in a change of control of the Company, NeuroRx would be required to issue GEM a warrant and pay a commitment fee of $1.9 million. Absent a listing of NeuroRx shares or a private transaction with a change of control during the three-year term, NeuroRx would have no obligations under the GEM Agreement. The reverse merger contemplated by the Merger Agreement did not result in a listing of NeuroRx shares or a change in control.

In November 2020, GEM introduced NeuroRx to BRPA. To resolve uncertainties around the application of the GEM Agreement post-Merger, NeuroRx and GEM agreed in March 2021 to issue warrants to GEM and for the parties to use their good faith efforts to amend the GEM Agreement to meet U.S. requirements to issue registered shares. The warrants are not conditional upon any further events or completion of the merger.

The warrants were issued March 28, 2021, for 3,329,812 shares of NeuroRx common stock at an exercise price of $3.19 per share (the “GEM Warrants”) and the parties agreed that GEM would immediately exercise a portion of the warrants for the purchase of 1,496,216 shares (“Initial Exercised Shares”) for $7.5 million. The GEM Warrants are valid for a period of three years from the date of the consummation of the reverse merger transaction contemplated by the Merger Agreement, which was May 24, 2021.

This contingent liability at December 31, 2020, represented an obligation that resulted in the issuance of certain equity at a discounted per share price. As the amount was deemed probable and estimable at December 31, 2020, NeuroRx recorded a liability of $39.5 million to reflect the fair value of the GEM Warrants. On March 28, 2021, NeuroRx recorded additional settlement liability of $21.4 million to reflect the change in the fair value of the Company’s common stock. On March 28, 2021, NeuroRx reclassed the settlement liability to equity upon the issuance of the GEM Warrants.

On July 27, 2021, GEM exercised the remaining GEM Warrants for the purchase of 1,833,596 shares (adjusted for the Merger, discussed in Note 9) for gross proceeds to the Company of $9.2 million and the GEM Warrants were extinguished.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

Fair Value Measurements

11. Fair Value Measurements

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2022 and the year ended December 31, 2021. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of warrants issued for settlement and services are estimated based on the Black-Scholes model during the three months ended March 31, 2022 and the year ended December 31, 2021. The carrying value of notes payable approximated the estimated fair values due to their recent issuances.

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and Earnout Cash contingent consideration represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


		March 31		December 31
Description	Level	2022		2021
		(Unaudited)
Liabilities:
Warrant liabilities (Note 10)	3	$	135	$	292
Earnout Cash liability (Note 4)	3	$	2,479	$	4,582

Warrant liabilities

The Company utilizes a Black-Scholes model approach to value the Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that are categorized within Level 3 of the fair value hierarchy are as follows:


	March 31, 2022
Stock price on valuation date	$	2.45
Exercise price per share	$	11.50
Expected life		4.15
Volatility		94.9%
Risk-free rate		2.43%
Dividend yield		0.00%
Fair value of warrants	$	0.99

A reconciliation of warrant liabilities is included below (in thousands):


	March 31, 2022
Balance as of December 31, 2021	$	292
Gain upon re-measurement		(157)
Balance as of March 31, 2022	$	135

Earnout Cash liability

The fair value of the Earnout Cash liability has been estimated using probability-weighted discounted cash flow models (DCFs) with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The most significant inputs include whether (a) if the Company files an NDA, that the FDA approves the Company’s NDA for ZYESAMI and/or NRX-101, (b) if such approval is granted, whether such approval will be received on or before December 31, 2022, and (c) if such approval is granted, whether ZYESAMI and/or NRX-101 will be listed in the FDA’s Orange Book on or before December 31, 2022. The DCFs incorporate Level 3 inputs including estimated discount rates that the Company believes market participants would consider relevant in pricing and the projected timing and amount of cash flows, which are estimated and developed, considering the uncertainties associated with the obligations.

A reconciliation of the Earnout Cash liability is included below (in thousands):


	March 31, 2022
Balance as of December 31, 2021	$	4,582
Gain upon re-measurement		(2,103)
Balance as of March 31, 2022	$	2,479

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

10. Stock-Based Compensation

2016 Omnibus Incentive Plan

Prior to the Merger, NeuroRx maintained its 2016 Omnibus Incentive Plan (the “2016 Plan”), under which NeuroRx granted incentive stock options, restricted stock awards, other stock-based awards, or other cash-based awards to employees, directors, and non-employee consultants. The maximum aggregate shares of common stock that were subject to awards and issuable under the 2016 Plan was 3,472,000.

In connection with the Merger, each option of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share (the “Substitute Options”), based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx option multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise would be held back pending the outcome of the contingencies and only released if such are achieved. The percentage of total shares of Common Stock

subject to each Substitute Option that is vested immediately following the Effective Time will equal the percentage of total shares of NeuroRx common stock subject to each NeuroRx option that is vested immediately prior to the Effective Time.

In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Option will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Option, the exercise price per share of each adjusted Substitute Option and the aggregate intrinsic value of each adjusted Substitute Option will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying Substitute Option had the conversion of NeuroRx options into the Substitute Options been applied using the Exchange Ratio as adjusted accordingly to reflect the impact of the respective milestone not being met. If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Option will be adjusted based on the Exchange Ratio.

As stated in the Merger Agreement, if any Substitute Options are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held back pending the applicable adjustment to such Substitute Options. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the option holder in connection with the adjustment and return any remaining shares to the option holder.

Upon the closing of the Merger, the outstanding and unexercised NeuroRx stock options became options to purchase an aggregate 2,895,423 shares of the Company’s Common Stock at an average exercise price of $5.10 per share. The Company accounted for the Substitute Options as a modification of the existing options. Incremental compensation costs, measured as the excess, if any, of the fair value of the modified options over the fair value of the original options immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The fair value of the original NeuroRx options and Substitute Options was determined using the Black-Scholes option-pricing model with the following assumptions for each:


	Original Options		Substitute Options
Strike price		$1.00-$72.30		$0.20-$14.58
Volatility rate		80.0%		80.0%
Risk-free rate		0.07%-0.79%		0.07%-0.79%
Expected term		0.18-5.99		0.18-5.99
Dividend yield		—		—

The Substitute Options contain both service-based and performance-based vesting conditions (i.e., the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone). The Company determined it was not probable that the Earnout Cash Milestone or Earnout Shares Milestone would be met on the Effective Date and at March 31, 2022. Accordingly, the Company will only recognize incremental compensation cost related to the portion of the Substitute Options subject to service-based vesting conditions only. The Company will reevaluate the probability of the Earnout Cash Milestone and/or Earnout Shares Milestone being met and recognize any unamortized incremental compensation cost accordingly in the period during which it becomes probable the milestones will be met.

For unvested Substitute Options, the Company will recognize incremental compensation over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date, taking into consideration the probability of the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone. Incremental compensation costs related to unvested Substitute Options as of the modification date was $25.9 million.

2021 Omnibus Incentive Plan

At the Effective Time, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). As of March 31, 2022, 6,049,178 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. As of January 1,

2022, 676,129 shares were added to the 2021 Plan under an evergreen feature that automatically increases the reserve with additional shares of Common Stock for future issuance under the Incentive Plan each calendar year, beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 1% of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) a smaller number of shares determined by the Board. The Substitute Options do not reduce the number of shares authorized for grant under the 2021 Plan. As of March 31, 2022, 5,154,123 shares have been awarded and 895,055 shares remain available for issuance under the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other stock-based award or other cash-based awards to employees, directors, and non-employee consultants.

Option Awards

The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company is a public company and has limited company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the limited company-specific historical volatility and implied volatility as well as historical volatility of a publicly traded set of peer companies. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Additionally, certain options granted contain terms that require all unvested options to immediately vest a) upon the approval of a New Drug Application (NDA) by the FDA for NRX-101, or b) immediately preceding a change in control of the Company, whichever occurs first.

The grant date fair value of employee and non-employee stock option awards is determined using the Black Scholes option-pricing model. The following assumptions were used during the following periods:


	March 31, 2022		December 31, 2021
	(Unaudited)
Exercise price		$2.61-$3.10		$6.44-$23.41
Risk-free rate of interest		1.80%-2.56%		0.69%-1.45%
Expected term (years)		5.5-6.5		5.25-6.5
Expected stock price volatility		82.8%		80.0%-85.9%
Dividend yield		—		—

The following table summarizes the Company’s employee and non-employee stock option activity under the Plan for the following periods:


				Weighted	Aggregate
		Weighted		average	intrinsic
	Number of	average		remaining	value
	shares	exercise price		term (years)	(in thousands)
Outstanding as of December 31, 2021	2,400,315	$	6.28	7.8	$	4,224
Granted	552,000		3.00	10.0		—
Forfeited	(45,367)		(14.05)	—		—
Outstanding as of March 31, 2022	2,906,948	$	5.54	8.0	$	1,006
Options vested and exercisable as of March 31, 2022	1,131,708	$	3.09	6.2	$	969

The weighted average grant date fair value per share for employee stock and non-employee option grants during the three months ended March 31, 2022 was $2.27. The weighted average grant date fair value per share for employee stock and non-employee option grants during the three months ended March 31, 2021 was $10.00. At March 31, 2022, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted, including

unrecognized compensation costs related to Substitute Options of $25.9 million, was $30.4 million, of which the Company expects to recognize $5.9 million over a weighted-average period of approximately 1.87 years.

The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands):


	Three months ended March 31,
	2022		2021
Stock-based compensation expense
General and administrative	$	1,116	$	344
Research and development		218		28
Total stock-based compensation expense	$	1,334	$	372

Notes Payable - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended
	Apr. 28, 2020	Apr. 06, 2020	Mar. 31, 2021
Gain on extinguishment of debt			$ 121
Relief Therapeutics loan [Member]
Related party loan		$ 500
Interest rate		2.00%
Debt Instrument, Maturity Date		Apr. 06, 2022
Pay Check Protection Program [Member]
Interest rate	1.00%
Loan funding	$ 100
Gain on extinguishment of debt			100
Pay Check Protection Program [Member] \| Loan principal forgiveness
Outstanding principal and accrued and unpaid interest written off			100
Pay Check Protection Program [Member] \| Unpaid interest forgiveness
Outstanding principal and accrued and unpaid interest written off			$ 100

Equity (Tables)

3 Months Ended

Mar. 31, 2022

Class of Stock [Line Items]

Summary of activity for warrants


		Weighted
		Average	Weighted		Aggregate
		Remaining	Average		Intrinsic Value
	Total Warrants	Term (in years)	Exercise Price		(in thousands)
Outstanding as of December 31, 2021	9,305,790	3.62	$	9.09	$	4,942
Issued	8,215,963	5.50		3.11		—
Outstanding as of March 31, 2022	17,521,753	4.29	$	6.29	$	15

Substitute Warrants

Class of Stock [Line Items]

Schedule of Assumptions


	Original Warrants		Substitute Warrants
Strike price		$7.58-$15.84		$1.53-$3.19
Volatility rate		80.0%		80.0%
Risk-free rate		0.03%-0.32%		0.03%-0.32%
Expected term		0.57-4.42		0.57-4.42
Dividend yield		—		—

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Income Taxes
Provision or benefit for income tax expense	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 2,071	$ 3,224
Prepaid manufacturing expenses	617	1,028
Prepaid clinical development expenses	538	512
Other prepaid expenses	156	345
Total prepaid expenses and other current assets	$ 3,382	$ 5,109

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	66,641,314	58,810,550
Common stock, shares outstanding	66,641,314	58,510,550

Stock-Based Compensation - 2016 Omnibus Incentive Plan, Fair Value Assumptions (Details) - 2016 Omnibus Incentive Plan	3 Months Ended
	Mar. 31, 2022 $ / shares
Original Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate	80.00%
Risk-free rate, minimum	0.07%
Risk-free rate, maximum	0.79%
Original Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 1.00
Expected term	2 months 4 days
Original Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 72.30
Expected term	5 years 11 months 26 days
Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate	80.00%
Risk-free rate, minimum	0.07%
Substitute Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 0.20
Expected term	2 months 4 days
Substitute Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 14.58
Risk-free rate, maximum	0.79%
Expected term	5 years 11 months 26 days

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common stock and warrants issued in private placement, issuance costs	$ 2,020

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2022

Notes Payable.

Summary of Outstanding Notes Payable



	March 31, 2022		December 31, 2021
	(Unaudited)
Relief Therapeutics loan	$	500		500
Carrying value of note payable		500		500
Accrued interest		20		18
Note payable and accrued interest, current	$	520	$	518

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of fair value determined using the Black-Scholes option-pricing model


	March 31, 2022		December 31, 2021
	(Unaudited)
Exercise price		$2.61-$3.10		$6.44-$23.41
Risk-free rate of interest		1.80%-2.56%		0.69%-1.45%
Expected term (years)		5.5-6.5		5.25-6.5
Expected stock price volatility		82.8%		80.0%-85.9%
Dividend yield		—		—

Schedule of share-based compensation arrangements by share-based payment award

The following table summarizes the Company’s employee and non-employee stock option activity under the Plan for the following periods:


				Weighted	Aggregate
		Weighted		average	intrinsic
	Number of	average		remaining	value
	shares	exercise price		term (years)	(in thousands)
Outstanding as of December 31, 2021	2,400,315	$	6.28	7.8	$	4,224
Granted	552,000		3.00	10.0		—
Forfeited	(45,367)		(14.05)	—		—
Outstanding as of March 31, 2022	2,906,948	$	5.54	8.0	$	1,006
Options vested and exercisable as of March 31, 2022	1,131,708	$	3.09	6.2	$	969

Summary of recognition of stock-based compensation

The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands):


	Three months ended March 31,
	2022		2021
Stock-based compensation expense
General and administrative	$	1,116	$	344
Research and development		218		28
Total stock-based compensation expense	$	1,334	$	372

Substitute Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of fair value determined using the Black-Scholes option-pricing model


	Original Options		Substitute Options
Strike price		$1.00-$72.30		$0.20-$14.58
Volatility rate		80.0%		80.0%
Risk-free rate		0.07%-0.79%		0.07%-0.79%
Expected term		0.18-5.99		0.18-5.99
Dividend yield		—		—

Accrued and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

6. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following at the dates indicated (in thousands):


	March 31, 2022		December 31, 2021
	(Unaudited)
Accrued and other current liabilities:
Professional services	$	1,054	$	743
Accrued research and development expenses		757		1,055
Accrued employee expenses		137		456
Other accrued expenses		2,053		121
Total accrued and other current liabilities	$	4,001	$	2,375

Equity - Assumed Placement Warrants (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Number of outstanding warrants	17,521,753	9,305,790
Change in fair value of warrant liability	$ 157
Placement Warrants
Class of Stock [Line Items]
Number of outstanding warrants	136,250
Change in fair value of warrant liability	$ 200

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 40,202	$ 27,605
Prepaid expenses and other current assets	3,382	5,109
Total current assets	43,584	32,714
Other assets	17	15
Total assets	43,601	32,729
Current liabilities:
Accounts payable	4,311	3,687
Accrued and other current liabilities	4,001	2,375
Accrued clinical site costs	466	469
Earnout Cash liability	2,479	4,582
Warrant liabilities	135	292
Note payable and accrued interest	520	518
Total liabilities	11,912	11,923
Stockholders' equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
Common stock, $0.001 par value, 500,000,000 shares authorized; 66,641,314 and 58,810,550 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	67	59
Additional paid-in capital	228,313	203,990
Accumulated deficit	(196,691)	(183,243)
Total stockholders' equity	31,689	20,806
Total liabilities and stockholders' equity	$ 43,601	$ 32,729

Reverse Recapitalization (Details) $ in Millions			3 Months Ended
Reverse Recapitalization (Details) $ in Millions	May 24, 2021 USD ($) shares	May 23, 2021	Mar. 31, 2022 USD ($) shares
Business Acquisition [Line Items]
Earnout shares for common stockholders			22,209,280
Earnout cash for common stockholders \| $			$ 88.8
Substitute Warrants
Business Acquisition [Line Items]
Closing Consideration (in shares)	1,920,492
Substitute Options
Business Acquisition [Line Items]
Closing Consideration (in shares)	935,608
Merger agreement
Business Acquisition [Line Items]
Closing Consideration (in shares)	50,000,000
Exchange Ratio	3.16	4.96
Contingent Consideration \| $	$ 100.0
Number of business days for issue of Earnout shares	5 days
Merger agreement \| Earnout Shares
Business Acquisition [Line Items]
Closing Consideration (in shares)	25,000,000

Stock-Based Compensation - Recognition of stock-based compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,334	$ 372
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,116	344
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 218	$ 28

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

13. Related Party Transactions

The Company licenses patents that are owned by Glytech, LLC (“Glytech”), pursuant to a license agreement (the “Glytech Agreement”). Glytech is owned by a co-founder and former Director of the Company. The Glytech Agreement requires that the Company pay Glytech for ongoing scientific support and also reimburse Glytech for expenses of obtaining and maintaining patents that are licensed to NRx Pharmaceuticals. During the three months ended March 31, 2022, the Company paid a co-founder $0.1 million for continuing technology support services and reimbursed expenses. These support services are ongoing.

The Fourth Amendment to the Glytech Agreement, effective as of December 31, 2020, includes an equity value-triggered transfer of Excluded Technology from Glytech to NRx Pharmaceuticals. The Excluded Technology is defined in the Glytech Agreement as any technology, and any know-how related thereto, covered in the licensed patents that do not recite either D-cycloserine or lurasidone individually or jointly. This definition would cover pharmaceutical formulations, including some that NRx Pharmaceuticals considers “pipeline” or “future product” opportunities, that contain a combination of pharmaceutical components different from those contained in NRX-100 and NRX-101. The Excluded Technology will transfer to the Company for no additional consideration if aggregate the value of NRx Pharmaceuticals equity held by Glytech exceeds $50.0 million on any date prior to August 6, 2022, based on the average daily value of the equity held by Glytech during a period of 20 consecutive days prior to such date. The Company believes the criteria have been met pending the registration of Glytech shares.

The Chief Scientist of the Company, Dr. Jonathan Javitt, is a major shareholder in the Company and a member of the Board of Directors. Therefore, his services are deemed to be a related party transaction. He served the Company on a full-time basis as CEO under an employment agreement with the Company until March 8, 2022 and currently serves under a Consulting Agreement with the Company as Chief Scientist thereafter and received compensation of $0.4 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively. These services are ongoing.

Zachary Javitt is the son of Dr. Jonathan Javitt. Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s Interim CEO and the Company’s Senior Director of Global Communications, who are responsible for assuring that the services are provided on financial terms that are at market. The Company paid this family member a total of $0.1 million during the three months ended March 31, 2022. These services are ongoing.

In addition, the Company pays PillTracker for digital health product development required to track the use of Aviptadil in clinical trials. FDA guidance recommends such solutions. Zachary Javitt and Jonathan Javitt are the chief executive officer and board chairman, respectively, of PillTracker. PillTracker agreements and transactions are submitted to the General Counsel of the Company and the Chair of the Audit Committee for approval in accordance with the terms of the Company’s Related Person Transactions Policy.

On July 26, 2021, the Company and PillTracker entered into a statement of work (“SOW”) under the Master Service Agreement dated April 1, 2020 (“MSA”). Under this SOW, PillTracker provides support for the inhaled ZYESAMI Phase 2/3 clinical trials by monitoring SP02 and Heart Rate in patients in a sub-study of the AVICOVID-2 clinical trial in the U.S. to determine the physiological effects of ZYESAMI vs. a placebo. PillTracker’s responsibilities include set-up, patient monitoring, and the provision of tablets and other necessary hardware. The total cost under the SOW is $0.2 million. The work under this SOW has been suspended by mutual agreement pending the Company’s review of its inhaled trial.

On November 15, 2021, NRx Pharmaceuticals and Pill Tracker entered into a Supplemental Task Order (“STO”) amending SOW No. 1, under the MSA. The additional work under the STO focuses on study preparation and custom, software interface buildout of a connected medication adherence and patient-monitoring platform to support participants of the AVICOVID-2 clinical trial of inhaled ZYESAMI in the U.S., and future studies of ZYESAMI with compatible protocol designs. The expected cost of the STO is $0.4 million. The STO has been suspended by mutual agreement pending the Company’s review of its inhaled trial.

NRx Pharmaceuticals paid PillTracker $0.2 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively.

Included in accounts payable were less than $0.1 million and $0.1 million due to the above related parties as of March 31, 2022 and December 31, 2021, respectively.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the balance sheet, statements of operations and cash flows for the interim periods presented. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA are stated at historical cost, with no goodwill or other intangible assets recorded.

The consolidated results of operations prior to the Reverse Recapitalization are those of NeuroRx. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively restated based on shares reflecting the exchange ratio established in the Merger.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to the Earnout Cash liability, valuation of common and preferred stock, stock options, warrants, and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Certain Risks and Uncertainties

The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. (Refer to Note 11)

Concentration of Credit Risk and Off-Balance Sheet Risk

Cash is the only financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss.

Research and Development Costs

The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This

assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Placement Warrants was estimated using a Black Scholes valuation approach (see Notes 9 and 11).

Income Taxes

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Loss Per Share

Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share excludes, when applicable, the potential impact of stock options, common stock warrant shares, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss.

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive.


	Three Months Ended March 31,
	2022	2021
Stock options	2,906,948	489,255
Common stock warrants	17,521,753	1,200,307
Earnout Shares	22,209,280	—
Earnout Shares from exercised Substitute Options and Substitute Warrants	1,229,925	—

Since the closing of the Merger, of the 516,025 shares of common stock issued for the exercise of stock options, 185,472 shares of common stock are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. There are 1,044,453 shares of common stock issued pursuant to the GEM warrants which are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. For the three-months ended March 31, 2022, there were no new accounting pronouncements or updates to recently issued accounting pronouncements disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that management believes materially affect the Company’s present or future results of operations, overall financial condition, liquidity or disclosures.

Commitments and Contingencies - GEM Share Subscription Facility Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Jul. 27, 2021	Mar. 28, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Additional settlement liability				$ 21,366
Proceeds from issuance of common stock for exercise of warrant				$ 7,500
GEM Share Subscription Facility Agreement
Related Party Transaction [Line Items]
Share Subscription Agreement Term			3 years
Share subscription value			$ 95,600
Commitment fee			$ 1,900
Accrued Settlement Expense					$ 39,500
Additional settlement liability		$ 21,400
GEM Share Subscription Facility Agreement \| GEM Warrant [Member]
Related Party Transaction [Line Items]
Warrant issued		3,329,812
Exercise price of warrant		$ 3.19
Warrants to purchase shares		1,496,216
Warrants to purchase shares, amount		$ 7,500
Expiration term of warrants		3 years
Number of shares issued upon exercise of warrants	1,833,596
Proceeds from issuance of common stock for exercise of warrant	$ 9,200

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2022

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at the dates indicated (in thousands):


	March 31, 2022		December 31, 2021
Prepaid expenses and other current assets:	(Unaudited)
Prepaid insurance	$	2,071	$	3,224
Prepaid manufacturing expenses		617		1,028
Prepaid clinical development expenses		538		512
Other prepaid expenses		156		345
Total prepaid expenses and other current assets	$	3,382	$	5,109

Stock-Based Compensation - 2016 Omnibus Incentive Plan (Details) $ / shares in Units, $ in Millions			3 Months Ended
	May 24, 2021 $ / shares shares	May 23, 2021	Mar. 31, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period			1 year 10 months 13 days
Merger agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exchange Ratio	3.16	4.96
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance			3,472,000
Options to purchase shares of common Stock	2,895,423
Exercise price \| $ / shares	$ 5.10
Incremental compensation costs \| $			$ 25.9

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2022

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	March 31, 2022		December 31, 2021
Prepaid expenses and other current assets:	(Unaudited)
Prepaid insurance	$	2,071	$	3,224
Prepaid manufacturing expenses		617		1,028
Prepaid clinical development expenses		538		512
Other prepaid expenses		156		345
Total prepaid expenses and other current assets	$	3,382	$	5,109

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (13,448)	$ (25,489)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1
Stock-based compensation	1,334	372
Gain on extinguishment of debt		(121)
Change in fair value of warrant liabilities	(157)
Change in fair value of earnout cash liability	(2,103)
Non-cash interest expense	2	5
Non-cash settlement expense		21,366
Changes in operating assets and liabilities:
Accounts receivable		831
Prepaid expenses and other assets	1,727	(50)
Accounts payable	624	1,229
Accrued expenses and other liabilities	1,640	(1,158)
Net cash used in operating activities	(10,380)	(3,015)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment	(3)
Net cash used in investing activities	(3)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of transaction costs		6,927
Proceeds from issuance of common stock for exercise of warrant		7,500
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs	22,980
Net cash provided by financing activities	22,980	14,427
Net increase in cash	12,597	11,412
Cash at beginning of period	27,605	1,859
Cash at end of period	40,202	13,271
Non-cash investing and financing activities
Reclassification of settlement liability upon issuance of warrant		60,852
Issuance of common stock warrants as offering costs	726
Extinguishment of Paycheck Protection Program Loan		$ 121
Issuance of common stock for settlement of accrued liability	$ 17

Notes Payable

3 Months Ended

Mar. 31, 2022

Notes Payable.

Notes Payable

7. Notes Payable

Relief Therapeutics Loan

On April 6, 2020, the Company entered into a loan agreement (the “Relief Therapeutics Loan”) with Relief Therapeutics Holding S.A. (“Relief Therapeutics”) in the amount of $0.5 million. The Relief Therapeutics Loan matured on April 6, 2022 and bears interest at 2% per annum payable in arrears. The Relief Therapeutics Loan was paid in full on April 6, 2022.

Paycheck Protection Program Loan

On April 28, 2020, the Company received $0.1 million in loan funding from the Paycheck Protection Program (the “PPP Loan”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured PPP Loan accrued interest on the outstanding principal at the rate of 1% per annum.

The Company received full forgiveness of all outstanding principal and accrued and unpaid interest on the PPP Loan as of February 11, 2021. The forgiveness of the PPP Loan qualified for debt extinguishment in accordance with ASC 470-50, Debt Modifications and Extinguishments, and as a result, the outstanding principal and accrued and unpaid interest was written off in the amount of $0.1 million and less than $0.1 million, respectively, and the Company recorded a gain on extinguishment totaling $0.1 million for the three months ended March 31, 2021.

The following table summarizes the Company's outstanding notes payable as of the respective periods (in thousands).



	March 31, 2022		December 31, 2021
	(Unaudited)
Relief Therapeutics loan	$	500		500
Carrying value of note payable		500		500
Accrued interest		20		18
Note payable and accrued interest, current	$	520	$	518

Stock-Based Compensation - Option Awards, assumptions (Details) - Stock Options - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price minimum	$ 2.61	$ 6.44
Exercise price maximum	$ 3.10	$ 23.41
Risk-free rate of interest, minimum	1.80%	0.69%
Risk-free rate of interest, maximum	2.56%	1.45%
Expected stock price volatility	82.80%
Dividend yield	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 6 months	5 years 3 months
Expected stock price volatility		80.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 years 6 months	6 years 6 months
Expected stock price volatility		85.90%

Fair Value Measurements (Details) - Recurring basis - Level 3 - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant liabilities (Note 10)	$ 135	$ 292
Earnout Cash liability (Note 4)	$ 2,479	$ 4,582

Equity

3 Months Ended

Mar. 31, 2022

Equity

Equity

9. Equity

Common Stock

Upon closing of the Merger, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 500,000,000 shares of common stock with a par value $0.001. As discussed in Note 4, we have retroactively adjusted the shares issued and outstanding prior to May 24, 2021 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted.

The Company sold 7,824,727 shares of common stock during the three months ended March 31, 2022, generating net proceeds of $23.0 million.

The Company sold 1,829,337 shares of common stock during the three months ended March 31, 2021, and received gross proceeds of $14.4 million.

Preferred Stock

Upon closing of the Merger, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 50,000,000 shares of preferred stock with a par value $0.001. The Company has no shares of preferred stock outstanding.

Common Stock Warrants

Substitute Warrants

In connection with the Merger, each warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into the Substitute Warrants, based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former warrant. Each Substitute Warrant will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx warrant multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Warrant

will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise would be held back pending the outcome of the contingencies and only released if such are achieved. The percentage of total shares of Common Stock subject to each Substitute Warrant that is vested immediately following the Effective Time will equal the percentage of total shares of NeuroRx common stock subject to each NeuroRx warrant that is vested immediately prior to the Effective Time.

In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Warrant will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Warrant, the exercise price per share of each adjusted Substitute Warrant and the aggregate intrinsic value of each adjusted Substitute Warrant will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying Substitute Warrant had the conversion of NeuroRx warrants into the Substitute Warrants been applied using the Exchange Ratio (3.16:1) as adjusted accordingly to reflect the impact of the respective milestone not being met. If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Warrant will be adjusted based on the Exchange Ratio.

If any Substitute Warrants are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held back pending the applicable adjustment to such Substitute Warrants. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the warrant holder in connection with the adjustment and return any remaining shares to the warrant holder.

Upon the closing of the Merger, the outstanding and unexercised NeuroRx warrants became warrants to purchase an aggregate 4,909,066 shares of the Company’s common stock with an average exercise price of $2.45 per share. The Company accounted for the Substitute Warrants as a modification of the existing warrants. Incremental fair value, measured as the excess, if any, of the fair value of the modified warrants over the fair value of the original warrants immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The fair value of the original NeuroRx warrants and Substitute Warrants was determined using the Black-Scholes option-pricing model with the following assumptions for each:


	Original Warrants		Substitute Warrants
Strike price		$7.58-$15.84		$1.53-$3.19
Volatility rate		80.0%		80.0%
Risk-free rate		0.03%-0.32%		0.03%-0.32%
Expected term		0.57-4.42		0.57-4.42
Dividend yield		—		—

With respect to warrants held by certain members of our Board of Directors, the Substitute Warrants were determined to be within the scope of ASC 718 and were fully vested at the Effective Date. Further, the Substitute Warrants were determined to contain both service-based and performance-based vesting conditions (i.e., the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone). The Company determined it was not probable that the Earnout Cash Milestone or Earnout Shares Milestone would be met on the Effective Date and at March 31, 2022. Accordingly, the Company will only recognize incremental compensation cost related to the portion of the Substitute Warrants subject to service-based vesting conditions only. The Company will reevaluate the probability of the Earnout Cash Milestone and/or Earnout Shares Milestone being met and recognize any unamortized incremental compensation cost accordingly in the period during which it becomes probable the milestones will be met. The Company recognized incremental compensation in the second quarter of 2021 on the modification date totaling $2.3 million which was recognized in general and administrative in the Consolidated Statement of Operations. Unamortized compensation costs related to performance-based vesting conditions of the Substitute Warrants as of the modification date was $23.8 million.

In the event the Earnout Shares Milestone and Earnout Cash Milestones are met, the Company will recognize an additional deemed dividend of $24.4 million and $3.1 million, respectively, if and when such conditions are met.

Assumed Public Warrants

Prior to the Merger, the Company had 3,450,000 Public Warrants outstanding. Each Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. The Public Warrants became exercisable at the Effective Time and expire five years after the Effective Time or earlier upon their redemption or liquidation of the Company.

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

at any time during the exercise period;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last sale price of the Company’s common stock equals or exceeds $21.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

Certain of the above conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

During the three months ended March 31, 2022, no Public Warrants were exercised.

Assumed Placement Warrants

Prior to the Merger, the Company had outstanding 136,250 Placement Warrants. The Placement Warrants are identical to the Public Warrants except that the Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classifies the Placement Warrants as derivative liabilities in its Unaudited Condensed Consolidated Balance Sheet as of March 31, 2022. The Company measures the fair value of the warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company recognized a gain on the change in fair value of the Placement Warrants for the three months ended March 31, 2022 of $0.2 million. Refer to Note 11 for discussion of fair value measurement of the warrant liabilities.

The following table provides the activity for all warrants for the respective periods.


		Weighted
		Average	Weighted		Aggregate
		Remaining	Average		Intrinsic Value
	Total Warrants	Term (in years)	Exercise Price		(in thousands)
Outstanding as of December 31, 2021	9,305,790	3.62	$	9.09	$	4,942
Issued	8,215,963	5.50		3.11		—
Outstanding as of March 31, 2022	17,521,753	4.29	$	6.29	$	15

Preferred Investment Options (included in above warrants table)

On February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and Preferred Investment Options to purchase up to an aggregate of 7,824,727 shares of common stock. The Preferred Investment Options have an exercise price of $3.07 per share and may be exercised any time on or after August 2, 2022.

The form of the Preferred Investment Option is a warrant. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at February 2, 2022, the date of issuance (i.e., share price of $2.94, exercise price of $3.07, term of five years beginning August 2, 2022, volatility of 82.8%, risk-free rate of 1.60%, and expected dividend rate of 0%). The grant date fair value of these Preferred Investment Options was estimated to be $15.5 million on February 2, 2022 and is reflected within additional paid-in capital as of March 31, 2022.

In addition, on February 2, 2022, the Company issued fully vested Preferred Investment Options to the placement agent with an exercise price of $3.99. As these Preferred Investment Options were issued for services provided in facilitating the private placement, the Company recorded the fair value of such Preferred Investment Options as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at February 2, 2022, the date of issuance (i.e., share price of $2.94, exercise price of $3.99, term of five years beginning August 2, 2022, volatility of 82.8%, risk-free rate of 1.60%, and expected dividend rate of 0%).

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Reverse Recapitalization

3 Months Ended

Mar. 31, 2022

Reverse Recapitalization

Reverse Recapitalization

4. Reverse Recapitalization

As discussed in Note 1, on May 24, 2021 (the “Closing Date”), BRPA and Merger Sub closed the Merger with NeuroRx, as a result of which NeuroRx became a wholly-owned subsidiary of BRPA. While BRPA was the legal acquirer of NeuroRx in the Merger, for accounting purposes, the Merger is treated as a Reverse Recapitalization whereby NeuroRx is deemed to be the accounting acquirer and the historical financial statements of NeuroRx became the historical financial statements of BRPA (renamed NRX Pharmaceuticals, Inc.) upon the closing of the Merger. Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA were stated at historical cost, with no goodwill or other intangible assets recorded.

Pursuant to the Merger Agreement, the aggregate consideration payable to stockholders of NeuroRx at the Closing Date consists of 50,000,000 shares (“Closing Consideration”) of BRPA common stock (“Common Stock”). At the effective time of the Merger (the “Effective Time”) each share of NeuroRx common stock and each share of the NeuroRx convertible preferred stock that was convertible into a share of NeuroRx common stock at a one-to-one ratio pursuant to the NeuroRx certificate of incorporation, was converted into Common Stock equal to 3.16 (the “Exchange Ratio”). Each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option or warrant to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Merger Agreement (the “Substitute Options” and the “Substitute Warrants,” respectively), based on an exchange ratio of 4.96:1 (the “Option Exchange Ratio”), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument.

In addition, the securityholders of NeuroRx (including option holders and warrant holders) who own NeuroRx securities immediately prior to the Effective Time received the contingent right to receive the Earnout Shares and Earnout Cash (each as defined below). At the Effective Time, each outstanding share of NeuroRx common stock, including shares of NeuroRx common stock resulting from the conversion of outstanding shares of NeuroRx preferred stock (as calculated pursuant to the NeuroRx certificate of incorporation), immediately prior to the Effective Time, was converted into the right to receive a pro rata portion of the Closing Consideration and the contingent right to receive a pro rata portion of the Earnout Shares and Earnout Cash.

Pursuant to the terms of the Merger Agreement, NeuroRx’s securityholders (including option holders and warrant holders) who owned NeuroRx securities immediately prior to the Effective Time have the contingent right to receive their pro rata portion of (i) an aggregate of 25,000,000 shares of Common Stock (“Earnout Shares”), of which 935,608 and 1,920,492 are subject to the terms and conditions of the Substitute Options and Substitute Warrants, if, prior to December 31, 2022, the NRX COVID-19 Drug (as defined in the Merger Agreement) receives emergency use authorization by the FDA and NeuroRx submits and the FDA files for review a new drug application for the NRX COVID-19 Drug (the occurrence of the foregoing, the “Earnout Shares Milestone”), and (ii) an aggregate of $100.0 million in cash (“Earnout Cash”) upon the earlier to occur of (x) FDA approval of the NRX COVID-19 Drug and the listing of the NRX COVID-19 Drug in the FDA’s “Orange Book” and (y) FDA approval of the NeuroRx Antidepressant Drug Regimen (i.e., NRX-100/101) and the listing of the NeuroRx Antidepressant Drug Regimen (i.e., NRX-100/101) in the FDA’s “Orange Book,” in each case prior to December 31, 2022 (the occurrence of either of clauses (x) or (y), the “Earnout Cash Milestone”). If the Earnout Shares

Milestone is achieved, the Earnout Shares will be issued within five (5) Business Days after the occurrence of the Earnout Shares Milestone. If the Earnout Cash Milestone is achieved, the Merger Agreement does not require the Earnout Cash to be delivered to NeuroRx securityholders within any specified period of time, and the board of directors of NRx Pharmaceuticals will use its good faith judgment to determine the date to pay the Earnout Cash. The Earnout Cash Milestone was recognized as a contingent liability and measured at an estimated fair value at the Closing Date and will be remeasured at estimated fair value at each period end thereafter until earned or December 31, 2022 (see Note 11). The Earnout Shares Milestone was recognized in equity. The benefit of the contingent right to receive Earnout Shares and Earnout Cash for option and warrant holders occurs through the Option Exchange Ratio and therefore the amount of Earnout Shares and Earnout Cash for common stockholders is approximately 22,209,280 shares and $88.8 million.

In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Option and Substitute Warrant will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Option or Substitute Warrant, the exercise price per share of each adjusted Substitute Option or Substitute Warrant and the aggregate intrinsic value of each adjusted Substitute Option or Substitute Warrant will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying option or warrant had the conversion of the legacy NeuroRx option and warrants into the Substitute Options or Substitute Warrants been applied using the Exchange Ratio (3.16:1). If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Option and Substitute Warrant will be adjusted based on the Exchange Ratio. If any Substitute Options or Substitute Warrants are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held in escrow pending the applicable adjustment to such Substitute Options or Substitute Warrants. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the option or warrant holder in connection with the adjustment and return any remaining shares to the option or warrant holder.

Stock-Based Compensation - 2021 Omnibus Incentive Plan (Details) - 2021 Omnibus Incentive Plan - shares	Mar. 31, 2022	Jan. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	6,049,178
Number of shares awarded	5,154,123
Number of shares available for issuance	895,055
Evergreen feature
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance		676,129

Equity - Schedule of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Total Warrants
Outstanding at the beginning	9,305,790
Issued	8,215,963
Outstanding at the end	17,521,753	9,305,790
Weighted Average Remaining Term
Outstanding	4 years 3 months 14 days	3 years 7 months 13 days
Issued (in years)	5 years 6 months
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 9.09
Issued (in dollars per share)	3.11
Outstanding at the end (in dollars per share)	$ 6.29	$ 9.09
Aggregate Intrinsic Value
Outstanding at the beginning (in dollars)	$ 4,942
Outstanding at the end (in dollars)	$ 15	$ 4,942
Public Warrants
Total Warrants
Outstanding at the end	3,450,000
Weighted Average Exercise Price
Outstanding at the end (in dollars per share)	$ 11.50
Placement Warrants
Total Warrants
Outstanding at the end	136,250

Accrued and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Accrued and Other Current Liabilities

Schedule of accrued and other current liabilities


	March 31, 2022		December 31, 2021
	(Unaudited)
Accrued and other current liabilities:
Professional services	$	1,054	$	743
Accrued research and development expenses		757		1,055
Accrued employee expenses		137		456
Other accrued expenses		2,053		121
Total accrued and other current liabilities	$	4,001	$	2,375

Fair Value Measurements - Reconciliation of warrant liabilities (Details) - Common stock warrant [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 292
Gain upon re-measurement	157
Balance at the end	$ 135

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Taxes

Income Taxes

12. Income Taxes

The Company recorded no provision or benefit for income tax expense for the three months ended March 31, 2022 and 2021, respectively.

For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.

The Company has no open tax audits with any taxing authority as of March 31, 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended		10 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	2,906,948	489,255
Stock Options [Member] \| Merger agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock issued (in shares)			516,025
Stock Options [Member] \| Merger agreement \| GEM Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share			1,044,453
Common stock warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	17,521,753	1,200,307
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	22,209,280
Earnout Shares \| Merger agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share			185,472
Earnout Shares from exercised Substitute Options and Substitute Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	1,229,925

Equity - Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Equity
Common stock, shares authorized	500,000,000		500,000,000
Common stock, par value	$ 0.001		$ 0.001
Shares of common stock sold	7,824,727
Proceeds from sale of common stock	$ 22,980
Shares of common stock sold		1,829,337
Proceeds from sale of common stock		$ 14,400
Preferred stock, shares authorized	50,000,000		50,000,000
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares outstanding	0		0

Stock-Based Compensation - Summary of stock option activity (Details) - 2021 Omnibus Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of shares
Outstanding at the beginning	2,400,315
Granted	552,000
Forfeited	(45,367)
Outstanding at the end	2,906,948	2,400,315
Options vested and exercisable	1,131,708
Weighted average exercise price
Outstanding at the beginning (in dollars per share)	$ 6.28
Granted (in dollars per share)	3.00
Forfeited (in dollars per share)	(14.05)
Outstanding at the end (in dollars per share)	5.54	$ 6.28
Options vested and exercisable	$ 3.09
Weighted average remaining remaining term (in years)
Outstanding	8 years	7 years 9 months 18 days
Granted (in years)	10 years
Options vested and exercisable	6 years 2 months 12 days
Aggregate intrinsic value
Outstanding at the beginning (in dollars)	$ 4,224
Outstanding at the end (in dollars)	1,006	$ 4,224
Options vested and exercisable	$ 969

Fair Value Measurements - Warrant liability (Details) - Recurring basis - Level 3	3 Months Ended
	Mar. 31, 2022 $ / shares
Stock price on valuation date	$ 2.45
Exercise price per share	$ 11.50
Expected life	4 years 1 month 24 days
Volatility	94.90%
Risk-free rate	2.43%
Dividend yield	0.00%
Fair value of warrants	$ 0.99

Liquidity

3 Months Ended

Mar. 31, 2022

Liquidity

Liquidity

2. Liquidity

As of March 31, 2022, the Company had $40.2 million in cash. Since inception, the Company has experienced net losses and negative cash flows from operations each fiscal year. The Company has no revenues and expects to continue to incur operating losses for the foreseeable future, and may never become profitable. The Company is dependent on its ability to continue to raise equity and/or debt financing to continue operations.

On August 23, 2021, the Company completed a private placement and issued 2,727,273 shares of common stock and preferred investment options to purchase up to an aggregate of 2,727,273 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $11.00. The preferred investment options have an exercise price of $12.00. The net proceeds to the Company from the Private Placement were approximately $27.4 million.

On February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and preferred investment options to purchase up to an aggregate of 7,824,727 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $3.195. The preferred investment options have an exercise price of $3.07 per share. The net proceeds to the Company were approximately $23.0 million.

The Company believes that it currently has sufficient funds and, if necessary, the ability to reduce expenditures, to support operations through at least the next twelve months from the date the condensed consolidated financial statements are issued. The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms or at all. This could negatively impact the Company’s business and operations and could also lead to the reduction of the Company’s operations.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Research and development	$ 5,483	$ 2,909
General and administrative	10,222	2,101
Settlement expense		21,366
Reimbursement of expenses from Relief Therapeutics		(771)
Total operating expenses	15,705	25,605
Loss from operations	(15,705)	(25,605)
Other (income) expenses:
Gain on extinguishment of debt		(121)
Interest expense	3	5
Change in fair value of warrant liability	(157)
Change in fair value of Earnout Cash liability	(2,103)
Total other (income) expenses	(2,257)	(116)
Net loss	$ (13,448)	$ (25,489)
Net loss per share:
Basic	$ (0.21)	$ (0.71)
Diluted	$ (0.20)	$ (0.71)
Weighted average common shares outstanding:
Basic	63,667,468	35,658,216
Diluted	63,667,468	35,658,216

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Certain Risks and Uncertainties

Fair Value of Financial Instruments

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Concentration of Credit Risk and Off-Balance Sheet Risk

Research and Development Costs

Stock-Based Compensation

Warrants

assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Income Taxes

Loss Per Share


	Three Months Ended March 31,
	2022	2021
Stock options	2,906,948	489,255
Common stock warrants	17,521,753	1,200,307
Earnout Shares	22,209,280	—
Earnout Shares from exercised Substitute Options and Substitute Warrants	1,229,925	—

Recent Accounting Pronouncements

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued and other current liabilities:
Professional services	$ 1,054	$ 743
Accrued research and development expenses	757	1,055
Accrued employee expenses	137	456
Other accrued expenses	2,053	121
Total accrued and other current liabilities	$ 4,001	$ 2,375

Commitments and Contingencies - Sponsored Research Agreement with National Jewish Health (Details) - Sponsored Research Agreement [Member] - USD ($) $ in Millions	Mar. 31, 2022	Feb. 08, 2021
Related Party Transaction [Line Items]
Research commitments		$ 0.4
Research commitments paid	$ 0.3

Equity - Substitute Warrants (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	May 24, 2021 $ / shares shares	May 23, 2021	Mar. 31, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 $ / shares
Class of Stock [Line Items]
Warrants, exercise price per share \| $ / shares			$ 6.29			$ 9.09
Unamortized compensation costs \| $			$ 30,400
General and administrative \| $			$ 10,222		$ 2,101
Merger agreement
Class of Stock [Line Items]
Exchange Ratio	3.16	4.96
Substitute Warrants
Class of Stock [Line Items]
Warrants exercised \| shares	4,909,066
Warrants, exercise price per share \| $ / shares	$ 2.45
Volatility rate			80.00%
Risk-free rate, minimum			0.03%
Risk-free rate, maximum			0.32%
Unamortized compensation costs \| $			$ 23,800
General and administrative \| $				$ 2,300
Additional Deemed Dividend Recognized In The Event Of Earnout Shares Milestone \| $			24,400
Additional Deemed Dividend Recognized In The Event Of Earnout Cash Milestone \| $			$ 3,100
Substitute Warrants \| Minimum
Class of Stock [Line Items]
Strike price \| $ / shares			$ 1.53
Expected term			6 months 25 days
Substitute Warrants \| Maximum
Class of Stock [Line Items]
Strike price \| $ / shares			$ 3.19
Expected term			4 years 5 months 1 day
Legacy NeuroRx Warrants
Class of Stock [Line Items]
Volatility rate			80.00%
Risk-free rate, minimum			0.03%
Risk-free rate, maximum			0.32%
Legacy NeuroRx Warrants \| Minimum
Class of Stock [Line Items]
Strike price \| $ / shares			$ 7.58
Expected term			6 months 25 days
Legacy NeuroRx Warrants \| Maximum
Class of Stock [Line Items]
Strike price \| $ / shares			$ 15.84
Expected term			4 years 5 months 1 day

Equity - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 2.27	$ 10.00
Unrecognized compensation	$ 30.4
Unrecognized compensation costs expected to be recognized	5.9
Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation	$ 25.9

Commitments and Contingencies - ZYESAMI Agreements (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Oct. 09, 2020
Related Party Transaction [Line Items]
Accounts payable	$ 4,311	$ 3,687
ZYESAMI Agreements
Related Party Transaction [Line Items]
Accounts payable	$ 2,400
ZYESAMI Agreements \| Polypeptide Group
Related Party Transaction [Line Items]
Purchase commitments			$ 5,300

Organization

3 Months Ended

Mar. 31, 2022

Organization

Organization

1. Organization

The Business

On May 24, 2021 (“Effective Time”), we consummated the business combination (“Merger”) contemplated by the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated December 13, 2020, by and among our company (formerly known as Big Rock Partners Acquisition Corp. (“BRPA”)), NeuroRx, Inc., a Delaware corporation (“NeuroRx”), and Big Rock Merger Corp., a Delaware corporation and wholly-owned, direct subsidiary of BRPA (“Merger Sub”), pursuant to which Merger Sub was merged with and into NeuroRx, with NeuroRx surviving the Merger. As a result of the Merger, and upon consummation of the Merger and other transactions contemplated by the Merger Agreement, NeuroRx became a wholly-owned, direct subsidiary of BRPA. Upon the closing of the Merger, we changed our name to NRX Pharmaceuticals, Inc., with the stockholders of NeuroRx becoming stockholders of NRX Pharmaceuticals, Inc. Unless the context suggests otherwise, references to “NRx Pharmaceuticals,” “NeuroRx”, “NRXP,” “we,” or the “Company” refer to NRX Pharmaceuticals, Inc. and, where appropriate, its subsidiaries.

The Company is a clinical-stage pharmaceutical company that develops novel therapeutics for the treatment of central nervous system disorders and the treatment and prevention of life-threatening pulmonary diseases through its wholly-owned operating subsidiary, NeuroRx. The Company's foundation product, NRX-101 (d-Cylcoserine/Lurasidone), for the treatment of suicidal bipolar depression, has been awarded Fast Track designation, Breakthrough Therapy designation, a Special Protocol Agreement, and a Biomarker Letter of Support by the U.S. Food and Drug Administration (the “FDA”). NRX-101 is covered by multiple U.S. and foreign patents, including a Composition of Matter patent (U.S. Patent No. 10,583,138) that was transferred to NRx Pharmaceuticals by Glytech, LLC. The Company’s product for the treatment of acute respiratory distress in Critical COVID-19 patients, ZYESAMI^®, has been awarded Fast Track designation by the FDA. ZYESAMI is included in the National Institutes of Health (“NIH”) ACTIV-3b Phase III clinical study.

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Nov. 15, 2021	Jul. 26, 2021
Related Party Transaction [Line Items]
Accounts payable due to related parties	$ 0.1			$ 0.1
Former CEO
Related Party Transaction [Line Items]
Payment to related party	0.4	$ 0.1
Chief Executive Officer Son [Member]
Related Party Transaction [Line Items]
Payment to related party	0.1
Glytech Agreement [Member]
Related Party Transaction [Line Items]
Continuing technology support services and reimbursed expenses	0.1
Minimum equity required for transfer of Excluded Technology			$ 50.0
Term of minimum equity required for transfer of Excluded Technology			20 days
PillTracker SOW
Related Party Transaction [Line Items]
Payment to related party	$ 0.2	$ 0.1
Total cost under SOW						$ 0.2
Pilltracker STO [Member]
Related Party Transaction [Line Items]
Total cost under SOW					$ 0.4

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2020	$ 43	$ 46,366	$ (90,180)	$ (43,771)
Beginning balance (in shares) at Dec. 31, 2020	42,973,462
Common stock issued		6,927		6,927
Common stock issued (in shares)	333,121
Proceeds from issuance of common stock for exercise of warrant	$ 1	7,499		7,500
Proceeds from issuance of common stock for exercise of warrant (in shares)	1,496,216
Reclassification of settlement liability upon issuance of warrant		60,852		60,852
Stock-based compensation		372		372
Net loss			(25,489)	(25,489)
Ending balance at Mar. 31, 2021	$ 44	122,016	(115,669)	6,391
Ending balance (in shares) at Mar. 31, 2021	44,802,799
Beginning balance at Dec. 31, 2021	$ 59	203,990	(183,243)	20,806
Beginning balance (in shares) at Dec. 31, 2021	58,810,550
Common stock and warrants issued in private placement, net of issuance costs	$ 8	22,972		$ 22,980
Common stock and warrants issued in private placement, net of issuance costs (in shares)	7,824,727			7,824,727
Common stock issued for consulting services		17		$ 17
Common stock issued for consulting services (in shares)	6,037
Stock-based compensation		1,334		1,334
Net loss			(13,448)	(13,448)
Ending balance at Mar. 31, 2022	$ 67	$ 228,313	$ (196,691)	$ 31,689
Ending balance (in shares) at Mar. 31, 2022	66,641,314

Commitments and Contingencies - Operating Lease (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Commitments and Contingencies
Rent expense	$ 0.1	$ 0.1

Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Feb. 02, 2022	Aug. 23, 2021	Mar. 31, 2022	Dec. 31, 2021
Schedule of Liquidity [Line Items]
Cash			$ 40,202	$ 27,605
Common stock and warrants issued in private placement, net of issuance costs (in shares)			7,824,727
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs			$ 22,980
Preferred Investment Options
Schedule of Liquidity [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)	7,824,727	2,727,273
Price per unit	$ 2.94	$ 11.00
Strike price	$ 3.07	$ 12.00
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs	$ 23,000	$ 27,400
Preferred Investment Option And Common Stock Unit [Member]
Schedule of Liquidity [Line Items]
Price per unit	$ 3.195

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Summary of fair value hierarchy


		March 31		December 31
Description	Level	2022		2021
		(Unaudited)
Liabilities:
Warrant liabilities (Note 10)	3	$	135	$	292
Earnout Cash liability (Note 4)	3	$	2,479	$	4,582

Schedule of significant unobservable inputs

The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that are categorized within Level 3 of the fair value hierarchy are as follows:


	March 31, 2022
Stock price on valuation date	$	2.45
Exercise price per share	$	11.50
Expected life		4.15
Volatility		94.9%
Risk-free rate		2.43%
Dividend yield		0.00%
Fair value of warrants	$	0.99

Common stock warrant [Member]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of reconciliation of liabilities

A reconciliation of warrant liabilities is included below (in thousands):


	March 31, 2022
Balance as of December 31, 2021	$	292
Gain upon re-measurement		(157)
Balance as of March 31, 2022	$	135

Earnout Cash liability

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of reconciliation of liabilities

A reconciliation of the Earnout Cash liability is included below (in thousands):


	March 31, 2022
Balance as of December 31, 2021	$	4,582
Gain upon re-measurement		(2,103)
Balance as of March 31, 2022	$	2,479