0001558370-22-017772 | 10-Q | XBRL Viewer

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Equity - Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 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	3,238,338	7,824,727	3,642,515
Proceeds from sale of common stock	$ 31,100	$ 22,610	$ 27,359
Non-cash consulting expense	$ 7,900		$ 12,776
Shares of common stock issued for the exercise of stock options	2,334,370		3,830,586
Proceeds from issuance of common stock for exercise of warrant	$ 9,200		$ 16,699
Common stock issued for consulting services (in shares)	634,045		834,045
Proceeds from sale of common stock		$ 23,000	$ 39,600
Preferred stock, shares authorized		50,000,000		50,000,000
Preferred stock, par value		$ 0.001		$ 0.001
Preferred stock, shares outstanding		0		0

Equity - Assumed Public Warrants (Details)	3 Months Ended	9 Months Ended
Equity - Assumed Public Warrants (Details)	Sep. 30, 2022 $ / shares shares	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Number of outstanding warrants \| shares	17,521,753	17,521,753	9,305,790
Warrants, exercise price per share \| $ / shares	$ 6.29	$ 6.29	$ 9.09
Public Warrants
Class of Stock [Line Items]
Number of outstanding warrants \| shares	3,450,000	3,450,000
Number of shares per warrant \| shares	1	1
Warrants, exercise price per share \| $ / shares	$ 11.50	$ 11.50
Warrants expiration term	5 years	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	0

Stock-Based Compensation - 2016 Omnibus Incentive Plan (Details)	May 24, 2021 $ / shares shares	May 23, 2021	Sep. 30, 2022 $ / shares shares	Jun. 30, 2022 $ / shares shares	Mar. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase shares of common Stock			2,654,579	2,706,115	2,906,948	2,400,315
Exercise price \| $ / shares			$ 4.86	$ 5.20	$ 5.54	$ 6.28
Merger agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exchange Ratio	3.16	4.96
Options to purchase shares of common Stock	2,895,423
Exercise price \| $ / shares	$ 5.10
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance			3,472,000

Commitments and Contingencies - GEM Share Subscription Facility Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 28, 2021	Jul. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Additional settlement liability					$ 21,366
Number of shares issued upon exercise of warrants			2,334,370		3,830,586
Proceeds from issuance of common stock for exercise of warrant			$ 9,200		$ 16,699
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
Expiration term of warrants	3 years
Number of shares issued upon exercise of warrants	1,496,216
Proceeds from issuance of common stock for exercise of warrant	$ 7,500
GEM Share Subscription Facility Agreement \| Substitute Warrants
Related Party Transaction [Line Items]
Number of shares issued upon exercise of warrants		1,833,596

Equity - Schedule of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 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	3 years 9 months 10 days	3 years 11 months 1 day
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)		$ 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

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

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

Summary of fair value hierarchy


		September 30		December 31
Description	Level	2022		2021
		(Unaudited)
Assets:
Money Market Account	1	$	16,985	$	—

Liabilities:
Warrant liabilities (Note 10)	3	$	56	$	292
Earnout Cash liability (Note 4)	3	$	—	$	4,582

Schedule of significant unobservable inputs

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


	September 30, 2022
Stock price on valuation date	$	0.60
Exercise price per share	$	11.50
Expected life		3.90
Volatility		104.1%
Risk-free rate		3.00%
Dividend yield		0.00%
Fair value of warrants	$	0.13

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):


	Fair Value
Balance as of December 31, 2021	$	292
Gain upon re-measurement		(157)
Balance as of March 31, 2022	$	135
Gain upon re-measurement		(116)
Balance as of June 30, 2022	$	19
Loss upon re-measurement		37
Balance as of September 30, 2022	$	56

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):


	September 30, 2022
Balance as of December 31, 2021	$	4,582
Gain upon re-measurement		(2,103)
Balance as of March 31, 2022	$	2,479
Gain upon re-measurement		(2,479)
Balance as of June 30, 2022	$	—
Balance as of September 30, 2022	$	—

Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Maximum
Lessee, Lease, Description [Line Items]
Rent expense	$ 0.1	$ 0.1	$ 0.1	$ 0.1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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	67,641,314	58,810,550
Common stock, shares outstanding	67,641,314	58,510,550

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events

Subsequent Events

14. Subsequent Events

Financing

On November 4, 2022, the Company issued an 9% redeemable promissory note (the “Note”) to Streeterville Capital, LLC, a Utah limited liability company, for an aggregate principal amount of $11,020,000. The Company intends to use the proceeds from such issuance for general corporate purposes. The Note matures 18 months from the date of issuance. The Note carries an original issue discount of $1,000,000 which was deducted from the principal balance of the Note. The net proceeds from the issuance of the Note was $10,000,000 after transaction costs including the original issue discount, legal and other fees are included.

The Company has the option to prepay the Note during the term by paying an amount equal to 110% of the principal, interest, and fees owed as of the prepayment date. The noteholder has the right to redeem up to $1,000,000 of the outstanding balance of the Note per month starting on the six-month anniversary of the issue date. Payments may be made by the Company at its option in: (i) in cash, (ii) by paying the redemption amount in the form of shares of Common Stock with the number of redemption shares being equal to the portion of the applicable redemption amount divided by the Redemption Conversion Price, or (iii) a combination of cash and shares of common stock. Beginning May 1, 2023, in the event (a) the daily dollar trading volume of the common stock of the Company on any given trading day is at least fifty percent (50%) greater than the lower of (i) the median daily dollar trading volume over the previous ten (10) trading days or (ii) the daily dollar trading volume on the trading day immediately preceding the date of measurement or (b) if the closing trade price on any given trading day is at least thirty percent (30%) greater than the Nasdaq Minimum Price, then lender will be entitled to redeem over the following ten (10) trading days an amount of indebtedness then outstanding under the Note equal to twice (2x) the monthly redemption amount of $1,000,000 solely by payment by stock, if permitted under the agreement, subject to maximum percentage and other ownership limitations.

Settlement of Litigation

On November 12, 2022, NRx Pharmaceuticals, Inc. (“NRx” or the “Company”) entered into a Settlement Agreement and Asset Purchase Agreement (“APA”) with Relief Therapeutics Holding AG and Relief Therapeutics International (the “Relief Parties”) to settle the outstanding lawsuit with respect to the Collaboration Agreement dated September 18, 2020 between the Company and the Relief Parties (the “Collaboration Agreement”).

Under the APA, the Company has agreed to transfer to the Relief Parties all of the Company’s interest in ZYESAMI (or the “Product” as such term is defined in the Collaboration Agreement), including intellectual property, FDA applications, clinical trial data, drug and API inventory and certain contractual rights. The Company has agreed to refrain from developing any product for any indication that uses or otherwise exploits the Product without the Relief Parties’ consent.

The Relief Parties have agreed to use commercially reasonable efforts to develop, market, and commercialize the Product, but has sole discretion to select the indications for which it will seek to develop the Product. Although the Company intends to monitor the progress of the Relief Parties under the APA and enforce the Company’s rights thereunder, there can be no assurances that the Relief Parties will be successful at commercializing the Product.

Upon commercial launch of the Product by the Relief Parties or any of their affiliates, licensees or sublicensees (or upon authorization of use for any indication of the Product other than COVID-19), the Company is entitled to receive milestone payments in stages up to an aggregate amount of $13.0 million. The Relief Parties have also agreed to pay royalties to NRx on aggregate net sales of all Products, subject to a cap on royalty payments of $30.0 million in the aggregate. In addition, Relief is obligated to use commercially reasonable efforts to continue NRx’s existing Right to Try Program for at least two (2) years after the closing of the APA.

Mutual indemnity provisions in the APA will protect each party from any breaches of the settlement arrangements by the other party, provided, that the Company’s indemnity obligations will not start until the Relief Parties have begun making royalty or milestone payments to NRx, subject to certain exceptions. With respect to the Company, there is an indemnity threshold such that the Company will not be liable for any indemnity claims until such claims are in excess of $0.5 million (and then only for the amount above $0.5 million). The Company’s indemnity obligation is capped at $2.0 million with respect to breaches of representations and warranties and $3.0 million with respects to breaches of covenants or other agreements. Additionally, subject to certain exceptions, the Company’s indemnity obligations cannot exceed the amount

that the Relief Parties actually pay to the Company for milestone and royalty payments. The parties have 30 days to implement the agreed actions and achieve closing under the APA, at which time all claims and counterclaims between the Company and the Relief Parties will be dismissed with prejudice.

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued and other current liabilities:
Accrued research and development expenses	$ 1,624	$ 1,055
Accrued employee expenses	554	456
Professional services	264	743
Other accrued expenses	2,625	121
Total accrued and other current liabilities	$ 5,067	$ 2,375

Summary of Significant Accounting Policies - Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income (loss) - basic	$ (9,083)	$ (6,982)	$ (13,448)	$ (37,049)	$ (117)	$ (25,489)	$ (29,513)	$ (62,656)
Effect of liability - classified warrants under the treasury stock method	37			16,537			(236)	(823)
Net income (loss) attributable to common stockholders - basic	$ (9,083)			$ (37,049)			$ (29,513)	$ (318,478)
Denominator:
Weighted average shares - basic	66,449,593			51,739,452			65,532,409	43,290,675
Weighted average shares - diluted	66,449,593			51,739,452			65,532,409	43,290,675
Net loss per share:
Basic	$ (0.14)			$ (0.72)			$ (0.45)	$ (1.45)
Diluted	(0.14)			(0.72)			(0.45)	(1.45)
Net loss per share attributable to common stockholders:
Basic	(0.14)			(0.72)			(0.45)	(7.36)
Diluted	$ (0.14)			$ (0.72)			$ (0.45)	$ (7.36)

Stock-Based Compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Stock-based compensation expense	$ 541	$ 1,560	$ 2,862	$ 6,215
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares granted			1,000,000
Balance, end of period	1,000,000		1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Grant date fair value, granted			$ 0.57
End of period	$ 0.57		$ 0.57
Vesting period			3 years
Unrecognized compensation, restricted stock	$ 500		$ 500
Weighted-average period			2 years 15 days
Maximum \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Stock-based compensation expense			$ 100

Equity

9 Months Ended

Sep. 30, 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 3,238,338 shares of common stock during the three months ended September 30, 2021, and received gross proceeds of $31.1 million.

The Company sold 7,824,727 and 3,642,515 shares of common stock during the nine months ended September 30, 2022 and 2021, respectively, and received gross proceeds of $23.0 million and $39.6 million, respectively.

The Company issued 2,334,370 and 3,830,586 shares of common stock pursuant to warrants and Unit Purchase Options exercised during the three and nine months ended September 30, 2021, and received gross proceeds from the warrant exercise of $9.2 million and from the Unit Purchase Option exercise of $16.7 million, respectively. The Company issued 634,045 and 834,045 shares of common stock for consulting services during the three and nine months ended September 30, 2021, and recognized non-cash consulting expense in general and administrative expenses of $7.9 million and $12.8 million, respectively.

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

As discussed in Note 4, 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, all 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.

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. For the portion of the warrants subject to the base Exchange Ratio (3.16:1), the warrants were fully vested and therefore the incremental fair value of these Substitute Warrants at the date of the modification date was immediately recognized as compensation expense. For the incremental portion of the warrants with a 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 June 30, 2022 and therefore no expense has been recognized for this portion. 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 Unaudited Condensed Consolidated Statement of Operations. Unamortized compensation costs related to performance-based vesting conditions of these Substitute Warrants as of the modification date was $23.8 million.

For any remaining outstanding warrants, as the warrant holders were no longer providing services at the date of the modification, in accordance with ASC 815, the Company concluded that the provisions in the Merger Agreement related to the Earnout Shares Milestone and the Earnout Cash Milestone and the contingent right to receive additional shares for these provisions precluded these Substitute Warrants from being accounted for as components of equity. As these Substitute Warrants meet the definition of a derivative as contemplated in ASC 815, the Substitute Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Merger) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period of change. On May 24, 2021, the Company recorded a warrant liability of $53.3 million for the Substitute Warrants, reclassified out of additional-paid in capital $38.2 million representing the fair value of these NeuroRx warrants immediately before the modification as a result of the Merger, and recognized a loss of

$15.1 million for the incremental fair value of these Substitute Warrants which is recorded in the Change in fair value of warrant liabilities on the Condensed Consolidated Statement of Operations.

The Company recognized a loss on the change in fair value of the Substitute Warrants for the three months ended September 30, 2022 of less than $0.1 million and a gain on the change in fair value of the Substitute Warrants for the nine months ended September 30, 2022 of $0.1 million. The Company recognized a loss on the change in fair value of the Substitute Warrants for the three and nine months ended September 30, 2021 of $16.3 million and $0.4 million, respectively. Refer to Note 11 for further discussion of fair value measurement of the warrant liabilities.

As discussed above the GEM Substitute Warrants were exercised in July 2021, and changes in the fair value of the warrant liability through the date of exercise were recognized in the statement of operations and upon exercise any remaining instruments were reclassified to additional paid-in capital and includes associated escrow shares for the contingent earnouts.

The fair value of the original NeuroRx warrants and Substitute Warrants as of the Merger Date 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		0.57-3.69		0.57-3.69
Dividend yield		—		—

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 and nine months ended September 30, 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 September 30, 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 September 30, 2022 and a loss on the change in fair value of the Placement Warrants for the three months ended September 30, 2021 of less than $0.1 million and $0.3 million, respectively. The Company recognized a gain on the change in fair value of the Placement Warrants for the nine months ended September 30, 2022 and 2021 of $0.2 million and $1.2 million, respectively. 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	Exercise Price		(in thousands)
Outstanding as of December 31, 2021	9,305,790	3.92	$	9.09	$	4,942
Issued	8,215,963	5.50		3.11		—
Outstanding as of September 30, 2022	17,521,753	3.78	$	6.29	$	—

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 June 30, 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
-Name Accounting Standards Codification
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) - basic	$ (37,049)	$ (29,513)	$ (62,656)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		3	2
Stock-based compensation		2,862	6,215
Gain on extinguishment of debt			(121)
Change in fair value of warrant liabilities		(236)	(823)
Change in fair value of Earnout Cash liability		(4,582)	763
Non-cash interest expense			15
Non-cash settlement expense			21,366
Non-cash consulting expense	7,900		12,776
Changes in operating assets and liabilities:
Accounts receivable			831
Prepaid expenses and other assets		(1,443)	(6,050)
Accounts payable		(1,519)	1,854
Accrued expenses and other liabilities		2,991	(595)
Net cash used in operating activities		(31,437)	(26,423)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment		(11)	(7)
Net cash used in investing activities		(11)	(7)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock for exercise of warrant	9,200		16,699
Effect of Merger, net of transaction costs			11,050
Proceeds from issuance of common stock and exercise of stock options, net of transaction costs			9,624
Repayment of note payable		(518)
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs	31,100	22,610	27,359
Repayment of notes payable assumed in Merger			(1,100)
Repayment of notes payable - related party			(177)
Net cash provided by financing activities		22,092	63,455
Net increase in cash and cash equivalents		(9,356)	37,025
Cash and cash equivalents at beginning of period		27,605	1,859
Cash and cash equivalents at end of period	$ 38,884	18,249	38,884
Non-cash investing and financing activities
Reclassification of settlement liability upon issuance of warrant			60,852
Reclassification of legacy NeuroRx warrants to warrant liability			38,220
Reclassification of warrant liability upon exercise of warrant			38,120
Issuance of common stock warrants as offering costs		726	1,027
Extinguishment of Paycheck Protection Program Loan			$ 121
Issuance of common stock for settlement of accrued liability		$ 17

Commitments and Contingencies

9 Months Ended

Sep. 30, 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 September 30, 2022 and 2021 was less than $0.1 million and less than $0.1 million, respectively, and for the nine months ended September 30, 2022 and 2021 was less than $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 upon finalization of the work. As of September 30, 2022, the Company has paid NJ Health $0.3 million of the total committed amount.

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. 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, which was followed by a counter claim from the Company for breach and repudiation of the Collaboration Agreement by Relief Therapeutics.

On November 12, 2022, the Company and Relief Therapeutics entered into a Settlement Agreement and an Asset Purchase Agreement (“APA”), which are intended to resolve the parties’ claims. The parties have thirty (30) days to implement the terms of the Settlement Agreement and APA and achieve closing. Upon closing, the parties will dismiss their respective claims. Please See Section 14 - Subsequent Events for a description of the settlement arrangements.

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

NeuroRx previously entered into a share subscription facility agreement (“GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, referred to as “GEM”) with a three-year term which expired in October 2022. 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 grants 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 thus preventing its usage. If NeuroRx was listed or completes a private transaction which results in a change of control of the Company, NeuroRx would 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 agreement. The reverse merger contemplated by the Merger Agreement would not have resulted 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 a warrant 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 warrant was not conditional upon any further events or completion of the merger.

The warrant was issued March 28, 2021, for 3,329,812 shares of NeuroRx common stock at an exercise price of $3.19 per share (the “GEM Warrant”) and the parties agreed that GEM would immediately partially exercise the warrant for the purchase of 1,496,216 shares (“Initial Exercised Shares”) for $7.5 million. The GEM Warrant will be valid for a period of three years from the date NeuroRx’s stock is listed for trading on a national securities exchange or consummation of a reverse merger transaction of the type contemplated by the Merger Agreement.

As of December 31, 2020, the Company recognized a contingent liability for its obligation to issue to GEM certain equity instruments at a discounted per share price. Specifically, as the amount was deemed probable and estimable at December 31, 2020, NeuroRx recorded a liability and settlement expense of $39.5 million to reflect the fair value of the expected GEM Warrant to be issued. On March 28, 2021, when the GEM Warrant was issued, the Company recorded an additional charge of $21.4 million to reflect the increased fair value of the GEM Warrant on its grant date. Upon issuance, the GEM Warrant was equity classified and was determined to be within the scope of ASC 718, Share-Based Payments (“ASC 718”).

NeuroRx was required to register the Initial Exercised Shares on (a) the same registration statement on Form S-4 (or such other registration statement, if changed) in connection with the Merger, or (b) such other registration statement in connection with any other transaction which results in a public listing of NeuroRx. In addition, no later than 90 days following the consummation of the Big Rock merger, the Company was required to file with the SEC a registration statement to register under the Securities Act the resale by GEM of all shares issuable under the GEM Warrant other than the Initial Exercised Shares, which was filed with the Company's S-1 in July 2021. The GEM Warrant also includes “piggyback” registration rights.

The GEM Warrants that were not exercised as of the Merger were modified and became Substitute Warrants (1,833,596 shares, adjusted for the Merger as discussed in Note 11). These Substitute Warrants were liability classified (see Note 9). The changes in fair value of these Substitute Warrants were recognized as a gain or loss in the statement of operations until these Substitute Warrants were exercised in July 2021, at which time they were reclassified to additional paid-in capital.

On August 12, 2022, the Company received a demand for arbitration (the “Demand”) from GEM. The Demand claims that the Company’s subsidiary, NeuroRx, failed to satisfy its obligation to pay GEM a commitment fee in the amount of HK$15.0 million (approximately US$1.9 million at current exchange rates) pursuant to the GEM Agreement. NeuroRx expects to vigorously defend its position that payment of the commitment fee is neither due nor owing under the terms of the Agreement.

Equity (Tables)

9 Months Ended

Sep. 30, 2022

Class of Stock [Line Items]

Summary of activity for warrants


		Weighted
		Average	Weighted		Aggregate
		Remaining	Average		Intrinsic Value
	Total Warrants	Term	Exercise Price		(in thousands)
Outstanding as of December 31, 2021	9,305,790	3.92	$	9.09	$	4,942
Issued	8,215,963	5.50		3.11		—
Outstanding as of September 30, 2022	17,521,753	3.78	$	6.29	$	—

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		0.57-3.69		0.57-3.69
Dividend yield		—		—

Liquidity - Note (Details) - Promissory Note 9% Redeemable [Member] - Subsequent Event [Member]	Nov. 04, 2022 USD ($) D item
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	9.00%
Debt Instrument, Face Amount	$ 11,020,000
Debt Instrument, Term	18 months
Debt discount	$ 1,000,000
Proceeds from Issuance of Unsecured Debt	$ 10,000,000
Debt Instrument, Redemption Price, Percentage	110.00%
Debt Instrument, Periodic Payment	$ 1,000,000
Period, in months, after issuance at which note may be prepaid \| item	6
Debt Conversion, Share Price Multiplier Percentage	85.00%
Debt Conversion, Number of Lowest Daily Share Prices Averaged \| item	2
Number of trading days \| D	10
Debt Accelerated Redemption, Volume Trading Threshold, As Percentage That Actual Exceeds Median	50.00%
Debt Accelerated Redemption, Stock Price Threshold, As Percentage That Actual Exceeds Minimum	30.00%
Debt Accelerated Redemption, Multiplier For Monthly Redemption Amount \| item	2

Equity - Preferred Investment Options (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	9 Months Ended
	Feb. 02, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Aug. 23, 2021
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)		3,238,338	7,824,727	3,642,515
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
Price per unit	$ 2.94
Strike price	$ 3.07
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	$ 2.94
Strike price	$ 3.99				$ 3.99
Expected term	5 years
Volatility rate	82.80%
Risk-free rate	1.60%
Dividend yield	0.00%

Stock-Based Compensation - 2021 Omnibus Incentive Plan (Details) - 2021 Omnibus Incentive Plan	9 Months Ended
	Sep. 30, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	6,049,178
Number of additional shares authorized	676,129
Percentage of outstanding shares for determination of annual additional shares authorization	1.00%
Number of shares awarded	4,821,754
Number of shares available for issuance	1,227,424

Stock-Based Compensation - Option Awards, assumptions (Details) - Stock Options - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price minimum	$ 0.51	$ 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	3.62%	1.45%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 4 months 2 days	5 years 4 months 2 days
Expected stock price volatility	94.90%	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	147.80%	85.90%

Fair Value Measurements - Reconciliation of warrant liabilities (Details) - Common stock warrant [Member] - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 19	$ 135	$ 292
Gain upon re-measurement	37	(116)	(157)
Balance at the end	$ 56	$ 19	$ 135

Reverse Recapitalization - Effect on Cash Flows and Equity (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Reverse Recapitalization
Cash - BRPA trust and cash, net of redemptions		$ 4,363
Cash - PIPE financing, net of transaction costs		8,100
Less: transaction costs and advisory fees allocated to NRXP equity		(1,413)
Effect of merger on cash flows, net of redemption and transaction costs		$ 11,050
Cash - BRPA trust and cash effect on equity, net of redemptions	$ 4,363
Effect on equity from Non-cash net working capital assumed from BRPA	(962)
Less: notes payable assumed from BRPA	(1,100)
Less: fair value of assumed Placement Warrants	(1,984)
Less: fair value of legacy NeuroRx Warrants	(38,220)
Less: fair value of Earnout Cash	(25,520)
Less: transaction costs and advisory fees allocated to NRXP equity	(1,413)
Effect of Merger and recapitalization, net of redemptions and issuance costs	$ (64,836)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Taxes
Provision or benefit for income tax expense	$ 0	$ 0	$ 0	$ 0

- Definition

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

+ References + Details

Equity - Substitute Warrants (Details) $ / shares in Units, $ in Thousands			3 Months Ended			9 Months Ended		12 Months Ended
	May 24, 2021 USD ($) $ / shares shares	May 23, 2021	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 $ / shares
Class of Stock [Line Items]
Warrants, exercise price per share \| $ / shares			$ 6.29			$ 6.29		$ 9.09
General and administrative			$ 5,012	$ 13,823		$ 21,876	$ 28,382
Reclassification of legacy NeuroRx warrants to warrant liability							38,220
Change in fair value of warrant liability			37	16,537		(236)	(823)
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
Unamortized compensation costs			23,800			23,800
General and administrative					$ 2,300
Warrant liability	$ 53,300
Reclassification of legacy NeuroRx warrants to warrant liability	38,200
Change in fair value of warrant liability	$ 15,100			$ 16,300		$ (100)	$ 400
Volatility rate								80.00%
Risk-free rate, minimum								0.03%
Risk-free rate, maximum								0.32%
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]
Change in fair value of warrant liability			$ 100
Strike price \| $ / shares								$ 3.19
Expected term								3 years 8 months 8 days
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								3 years 8 months 8 days

Commitments and Contingencies - Sponsored Research Agreement with National Jewish Health (Details) - Sponsored Research Agreement [Member] $ in Millions	Sep. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Research commitments	$ 0.4
Research commitments paid	$ 0.3

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts payable due to related parties					$ 0.1
Maximum
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		$ 0.1	0.7	$ 0.4
Chief Executive Officer Son [Member]
Related Party Transaction [Line Items]
Payment to related party			0.1	0.1
Chief Executive Officer Son [Member] \| Maximum
Related Party Transaction [Line Items]
Payment to related party	0.1	0.1
Glytech Agreement [Member]
Related Party Transaction [Line Items]
Payment to related party	$ 0.1		0.2	0.1
PillTracker SOW
Related Party Transaction [Line Items]
Payment to related party		$ 0.3	$ 0.2	$ 0.7

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2022

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	September 30, 2022		December 31, 2021
	(Unaudited)
Prepaid expenses and other current assets:
Prepaid insurance	$	4,853	$	3,224
Other prepaid expenses		555		345
Receivable due from manufacturer		547		—
Prepaid clinical development expenses		316		512
Prepaid legal expenses		281		—
Prepaid manufacturing expenses		—		1,028
Total prepaid expenses and other current assets	$	6,552	$	5,109

Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 02, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule of Liquidity [Line Items]
Cash			$ 18,200
Common stock and warrants issued in private placement, net of issuance costs (in shares)		3,238,338	7,824,727	3,642,515
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs		$ 31,100	$ 22,610	$ 27,359
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
Price per unit	$ 2.94
Strike price	$ 3.07

Related Party Transactions

9 Months Ended

Sep. 30, 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 September 30, 2022 the Company paid a co-founder $0.1 million, and during the nine months ended September 30, 2022 and 2021, $0.2 million and $0.1 million, respectively, 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 Company had the right to acquire the Excluded Technology for no additional consideration if certain conditions were satisfied prior to August 6, 2022, but the conditions were not satisfied and the Company is currently in discussions with Glytech to extend its right to acquire the Excluded Technology.

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 $0.2 million and $0.1 million during the three months ended September 30, 2022 and 2021, respectively, and $0.7 million and $0.4 million during the nine months ended September 30, 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 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 less than $0.1 million and less than $0.1 million during the three months ended September 30, 2022 and 2021, respectively, and $0.1 million and $0.1 million during the nine months ended September 30, 2022 and 2021, respectively. These services are ongoing.

In addition, the Company paid PillTracker for digital health product development required to track the use of Aviptadil in clinical trials. 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. The Master Service Agreement dated April 1, 2020 (“MSA”), and all work orders thereunder, have been suspended by mutual agreement pending the Company’s re-evaluation of its respiratory franchise. NRx Pharmaceuticals paid PillTracker $0.3 million during the three months ended September 30, 2021, and $0.2 million and $0.7 million during the nine months ended September 30, 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 September 30, 2022 and December 31, 2021, respectively.

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 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):


	September 30, 2022		December 31, 2021
	(Unaudited)
Prepaid expenses and other current assets:
Prepaid insurance	$	4,853	$	3,224
Other prepaid expenses		555		345
Receivable due from manufacturer		547		—
Prepaid clinical development expenses		316		512
Prepaid legal expenses		281		—
Prepaid manufacturing expenses		—		1,028
Total prepaid expenses and other current assets	$	6,552	$	5,109

Summary of Significant Accounting Policies - Antidilutive Shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,654,579	2,388,811	2,654,579	2,388,811
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,000,000		1,000,000
Common stock warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	17,521,753	9,305,790	17,521,753	9,305,790
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	22,209,280	22,209,280	22,209,280	22,209,280
Earnout Shares \| Merger agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			185,472
Earnout Shares from exercised Substitute Options and Substitute Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,229,925	1,229,925	1,229,925	1,229,925

Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization

Schedule of Reconciliation of Merger, Reverse Recapitalization

The following table reconciles the elements of the Merger to the Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 (in thousands):


	Recapitalization
Cash - BRPA trust and cash, net of redemptions	$	4,363
Cash - PIPE financing, net of transaction costs		8,100
Less: transaction costs and advisory fees allocated to NRXP equity		(1,413)
Effect of Merger, net of redemptions and transaction costs	$	11,050

The following table reconciles the elements of the Merger to the Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2021 (in thousands):


	Recapitalization
Cash - BRPA trust and cash, net of redemptions	$	4,363
Non-cash net working capital assumed from BRPA		(962)
Less: notes payable assumed from BRPA		(1,100)
Less: fair value of assumed Placement Warrants		(1,984)
Less: fair value of legacy NeuroRx Warrants		(38,220)
Less: fair value of Earnout Cash		(25,520)
Less: transaction costs and advisory fees allocated to NRXP equity		(1,413)
Effect of Merger, net of redemptions and transaction costs	$	(64,836)

Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of the Merger

The following table details the number of shares of common stock issued immediately following the consummation of the Merger:


		Number of Shares
Common stock, outstanding prior to Merger		552,412
Less: redemption of BRPA shares		(216)
Common stock of BRPA		552,196
BRPA Founder and private shares, net of forfeited shares of 875,216		1,260,284
Shares issued in PIPE Financing		1,000,000
Shares issued for services		200,000
Shares issued pursuant to conversion of Public and Private Rights		717,250
Merger and PIPE financing shares - common stock		3,729,730
NeuroRx shares - common stock (1)		44,873,855
Total shares of common stock immediately after Merger		48,603,585

(1)

The number of NeuroRx common stock was determined from the 14,200,586 shares of NeuroRx common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down.

Accrued and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Accrued and Other Current Liabilities

Schedule of accrued and other current liabilities


	September 30, 2022		December 31, 2021
	(Unaudited)
Accrued and other current liabilities:
Accrued research and development expenses	$	1,624	$	1,055
Accrued employee expenses		554		456
Professional services		264		743
Other accrued expenses		2,625		121
Total accrued and other current liabilities	$	5,067	$	2,375

Stock-Based Compensation - Recognition of stock-based compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 541	$ 1,560	$ 2,862	$ 6,215
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	506	1,340	2,390	5,779
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 35	$ 220	$ 472	$ 436

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 0.64	$ 9.80	$ 1.55	$ 16.53
Unrecognized compensation	$ 27.5		$ 27.5
Unrecognized compensation costs expected to be recognized	3.0		$ 3.0
Weighted-average period			1 year 8 months 9 days
Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation	$ 25.9		$ 25.9

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Stock options	2,654,579	2,388,811	2,654,579	2,388,811
Restricted stock awards	1,000,000	—	1,000,000	—
Common stock warrants	17,521,753	9,305,790	17,521,753	9,305,790
Earnout Shares	22,209,280	22,209,280	22,209,280	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	1,229,925	1,229,925	1,229,925	1,229,925

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Taxes

Income Taxes

12. Income Taxes

The Company recorded no provision or benefit for income tax expense for the three and nine months ended September 30, 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 September 30, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation - 2016 Omnibus Incentive Plan, Fair Value Assumptions (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) $ / 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 6 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 21 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%
Risk-free rate, maximum	0.79%
Incremental compensation costs \| $	$ 25.9
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 6 days
Substitute Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 14.58
Expected term	5 years 11 months 21 days

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 18,249	$ 27,605
Prepaid expenses and other current assets	6,552	5,109
Total current assets	24,801	32,714
Other assets	23	15
Total assets	24,824	32,729
Current liabilities:
Accounts payable	2,168	3,687
Accrued and other current liabilities	5,067	2,375
Accrued clinical site costs	751	469
Earnout Cash liability		4,582
Warrant liabilities	56	292
Note payable and accrued interest		518
Total liabilities	8,042	11,923
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively
Common stock, $0.001 par value, 500,000,000 shares authorized; 67,641,314 and 58,810,550 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	68	59
Additional paid-in capital	229,470	203,990
Accumulated deficit	(212,756)	(183,243)
Total stockholders' equity	16,782	20,806
Total liabilities and stockholders' equity	$ 24,824	$ 32,729

Notes Payable

9 Months Ended

Sep. 30, 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 was bearing interest at 2% per annum payable in arrears. The Relief Therapeutics Loan principal and accrued interest were paid in full on April 6, 2022 in the amount of $0.5 million and less than $0.1 million, respectively.

Fair Value Measurements - Warrant liability (Details) - Recurring basis - Level 3	9 Months Ended
	Sep. 30, 2022 $ / shares
Stock price on valuation date	$ 0.60
Exercise price per share	$ 11.50
Expected life	3 years 10 months 24 days
Volatility	104.10%
Risk-free rate	3.00%
Dividend yield	0.00%
Fair value of warrants	$ 0.13

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

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

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are occasionally invested in certificates of deposit. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents, including balances held in the Company’s money market accounts. The Company maintains its cash and cash equivalents with financial institutions, in which balances from time to time may exceed the U.S. federally insured limits. The objectives of the Company’s cash management policy are to safeguard and preserve funds to maintain liquidity sufficient to meet the Company’s cash flow requirements, and to attain a market rate of return.

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. For restricted stock awards, the grant date fair value is the fair market value per share as of the grant date based on the closing trading price for the Company’s stock. 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.

Modification of stock options and warrants

A change in any of the terms or conditions of stock options and warrants is accounted for as a modification. For a Type 1 (probable-to-probable) modification, incremental stock-based compensation cost is measured as the excess, if any, of the fair value of the modified option/warrant over the fair value of the original option/warrant immediately before its terms are modified, measured based on the fair value of the shares and other pertinent factors at the modification date. For vested stock options and warrants to board members, we recognize incremental compensation cost in the period the modification occurs. For unvested stock options, we recognize 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. If the fair value of the modified option is lower than the fair value of the original option immediately before modification, the minimum compensation cost we recognize is the cost of the original award. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognized as a deemed dividend.

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 liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value 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 and the fair value of the Substitute Warrants was estimated using a modified Black Scholes valuation approach which applies a probability factor based on the probabilities of achieving Earnout Cash Milestone and/or Earnout Shares Milestone at each reporting period (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 when their effect would be anti-dilutive in the respective periods.

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 September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Stock options	2,654,579	2,388,811	2,654,579	2,388,811
Restricted stock awards	1,000,000	—	1,000,000	—
Common stock warrants	17,521,753	9,305,790	17,521,753	9,305,790
Earnout Shares	22,209,280	22,209,280	22,209,280	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	1,229,925	1,229,925	1,229,925	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. There are 1,000,000 unvested restricted stock awards which are excluded from the weighted average shares outstanding for computing EPS until such shares become vested.

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 nine-months ended September 30, 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.

Subsequent Events (Details) - Subsequent Event [Member] - Promissory Note 9% Redeemable [Member]	Nov. 04, 2022 USD ($) D item
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	9.00%
Debt Instrument, Face Amount	$ 11,020,000
Debt Instrument, Term	18 months
Debt discount	$ 1,000,000
Proceeds from Issuance of Unsecured Debt	$ 10,000,000
Debt Instrument, Redemption Price, Percentage	110.00%
Debt Instrument, Periodic Payment	$ 1,000,000
Period, in months, after issuance at which note may be prepaid \| item	6
Debt Conversion, Share Price Multiplier Percentage	85.00%
Debt Conversion, Number of Lowest Daily Share Prices Averaged \| item	2
Number of trading days \| D	10
Debt Accelerated Redemption, Volume Trading Threshold, As Percentage That Actual Exceeds Median	50.00%
Debt Accelerated Redemption, Stock Price Threshold, As Percentage That Actual Exceeds Minimum	30.00%
Debt Accelerated Redemption, Multiplier For Monthly Redemption Amount \| item	2

Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Level 1
Assets:
Money Market Account	$ 16,985	$ 0
Level 3
Liabilities:
Warrant liabilities (Note 10)	$ 56	292
Earnout Cash liability (Note 4)		$ 4,582

Stock-Based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Number of shares
Outstanding at the beginning	2,706,115	2,906,948	2,400,315
Granted	80,000	350,000	552,000
Forfeited	(131,536)	(550,833)	(45,367)
Outstanding at the end	2,654,579	2,706,115	2,906,948	2,400,315
Options vested and exercisable	1,064,852
Weighted average exercise price
Outstanding at the beginning (in dollars per share)	$ 5.20	$ 5.54	$ 6.28
Granted (in dollars per share)	0.69	0.52	3.00
Forfeited (in dollars per share)	(11.31)	(3.76)	(14.05)
Outstanding at the end (in dollars per share)	4.86	$ 5.20	$ 5.54	$ 6.28
Options vested and exercisable	$ 3.84
Weighted average remaining remaining term (in years)
Outstanding	7 years 6 months	7 years 8 months 9 days	8 years	7 years 8 months 15 days
Granted (in years)	10 years	10 years	10 years
Forfeited (in years)	0 years	0 years	9 years 1 month 6 days
Options vested and exercisable	5 years 6 months
Aggregate intrinsic value
Outstanding at the beginning (in dollars)	$ 174	$ 1,006	$ 4,224
Outstanding at the end (in dollars)	278	$ 174	$ 1,006	$ 4,224
Options vested and exercisable	$ 196

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

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

Schedule of stock option activity


				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)	(9.1)		—
Outstanding as of March 31, 2022	2,906,948	$	5.54	8.0	$	1,006
Granted	350,000		0.52	10.0		—
Forfeited	(550,833)		(3.76)	—		—
Outstanding as of June 30, 2022	2,706,115	$	5.20	7.7	$	174
Granted	80,000		0.69	10.0		—
Forfeited	(131,536)		(11.31)	—		—
Outstanding as of September 30, 2022	2,654,579	$	4.86	7.5	$	278
Options vested and exercisable as of September 30, 2022	1,064,852	$	3.84	5.5	$	196

Summary of recognition of stock-based compensation


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Stock-based compensation expense
General and administrative	$	506	$	1,340	$	2,390	$	5,779
Research and development		35		220		472		436
Total stock-based compensation expense	$	541	$	1,560	$	2,862	$	6,215

Schedule of restricted stock activity


	Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2021	-	-
Granted	1,000,000	$ 0.57
Unvested Balance as of September 30, 2022	1,000,000	$ 0.57

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		—		—

Stock Options

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

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


	September 30, 2022		December 31, 2021
	(Unaudited)
Exercise price		$0.51-$3.10		$6.44-$23.41
Risk-free rate of interest		1.80%-3.62%		0.69%-1.45%
Expected term (years)		5.45-6.5		5.25-6.5
Expected stock price volatility		94.9%-147.8%		80.0%-85.9%
Dividend yield		—		—

Reverse Recapitalization - Consummation of the merger (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Total shares of common stock immediately after Merger		67,641,314	58,510,550
Merger agreement
Business Acquisition [Line Items]
Common stock, outstanding prior to Merger	552,412
Less: redemption of BRPA shares	(216)
Common stock of BRPA	552,196
BRPA Founder and private shares, net of forfeited shares of 875,216	1,260,284
Shares issued in PIPE Financing	1,000,000
Shares issued for services	200,000
Shares issued pursuant to conversion of Public and Private Rights	717,250
Merger and PIPE Financing shares - common stock	3,729,730
NeuroRx shares - common stock (1)	44,873,855
Total shares of common stock immediately after Merger	48,603,585
Number of shares forfeited	875,216
Merger agreement \| Stockholders of NeuroRx
Business Acquisition [Line Items]
Common stock outstanding upon conversion prior to Merger	14,200,586

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 13, 2022
Document Type	10-Q
Entity Registrant Name	NRX Pharmaceuticals, Inc.
Entity Central Index Key	0001719406
Entity Filer Category	Non-accelerated Filer
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity File Number	001-38302
Entity Tax Identification Number	82-2844431
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	DE
Entity Address, Address Line One	1201 Orange Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Wilmington
Entity Address, Postal Zip Code	19801
City Area Code	484
Local Phone Number	254-6134
Entity Common Stock, Shares Outstanding		67,641,314
Common Stock
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NRXP
Security Exchange Name	NASDAQ
Common stock warrant [Member]
Title of 12(b) Security	Warrants to purchase one share of Common Stock
Trading Symbol	NRXPW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 4,129	$ 6,276	$ 12,571	$ 13,844
General and administrative	5,012	13,823	21,876	28,382
Settlement expense				21,366
Reimbursement of expenses from Relief Therapeutics				(771)
Total operating expenses	9,141	20,099	34,447	62,821
Loss from operations	(9,141)	(20,099)	(34,447)	(62,821)
Other (income) expenses:
Gain on extinguishment of debt				(121)
Interest income	(95)		(119)
Interest expense		5	3	16
Change in fair value of warrant liability	37	16,537	(236)	(823)
Change in fair value of Earnout Cash liability		408	(4,582)	763
Total other (income) expenses	(58)	16,950	(4,934)	(165)
Net loss	(9,083)	(37,049)	(29,513)	(62,656)
Deemed dividend				(255,822)
Net loss attributable to common stockholders	$ (9,083)	$ (37,049)	$ (29,513)	$ (318,478)
Net loss per share:
Basic	$ (0.14)	$ (0.72)	$ (0.45)	$ (1.45)
Diluted	(0.14)	(0.72)	(0.45)	(1.45)
Net loss per share attributable to common stockholders:
Basic	(0.14)	(0.72)	(0.45)	(7.36)
Diluted	$ (0.14)	$ (0.72)	$ (0.45)	$ (7.36)
Weighted average common shares outstanding:
Basic	66,449,593	51,739,452	65,532,409	43,290,675
Diluted	66,449,593	51,739,452	65,532,409	43,290,675

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 4,853	$ 3,224
Other prepaid expenses	555	345
Receivable due from manufacturer	547
Prepaid clinical development expenses	316	512
Prepaid legal expenses	281
Prepaid manufacturing expenses		1,028
Total prepaid expenses and other current assets	$ 6,552	$ 5,109

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Certain Risks and Uncertainties

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

Research and Development Costs

Stock-Based Compensation

Modification of stock options and warrants

Warrants

Income Taxes

Loss Per Share


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Stock options	2,654,579	2,388,811	2,654,579	2,388,811
Restricted stock awards	1,000,000	—	1,000,000	—
Common stock warrants	17,521,753	9,305,790	17,521,753	9,305,790
Earnout Shares	22,209,280	22,209,280	22,209,280	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	1,229,925	1,229,925	1,229,925	1,229,925

Recent Accounting Pronouncements

Liquidity

9 Months Ended

Sep. 30, 2022

Liquidity

Liquidity

2. Liquidity

As of September 30, 2022, the Company had $18.2 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 November 4, 2022, the Company issued an 9% redeemable promissory note (the “Note”) to Streeterville Capital, LLC, a Utah limited liability company, for an aggregate principal amount of $11,020,000. The Company intends to use the proceeds from such issuance for general corporate purposes. The Note matures 18 months from the date of issuance subject to certain acceleration provisions as noted below. The Note carries an original issue discount of $1,000,000 which was deducted from the principal balance of the Note. The net proceeds from the issuance of the Note was $10,000,000 after transaction costs including the original issue discount, legal and other fees are included.

The Company has the option to prepay the Note during the term by paying an amount equal to 110% of the principal, interest, and fees owed as of the prepayment date. The noteholder has the right to redeem up to $1,000,000 of the outstanding balance of the Note per month starting on the six-month anniversary of the issue date. Upon any redemption, the Company may make payments at its option in: (i) in cash, (ii) by paying the redemption amount in the form of shares of Common Stock with the number of redemption shares being equal to the portion of the applicable redemption amount divided by the Redemption Conversion Price (as defined below), or (iii) a combination of cash and shares of common stock. The “Redemption Conversion Price” on any given redemption date equals 85% multiplied by the average of the two lowest daily volume weighted average prices per share of the common stock during the ten trading days immediately preceding the date that the noteholder delivers notice electing to redeem a portion of the Note. Beginning May 1, 2023, in the event (a) the daily dollar trading volume of the common stock of the Company on any given trading day is at least fifty percent (50%) greater than the lower of (i) the median daily dollar trading volume over the previous ten (10) trading days or (ii) the daily dollar trading volume on the trading day immediately preceding the date of measurement or (b) if the closing trade price on any given trading day is at least thirty percent (30%) greater than the Nasdaq Minimum Price, then lender will be entitled to redeem over the following ten (10) trading days an amount of indebtedness then outstanding under the Note equal to twice (2x) the monthly redemption amount of $1,000,000 solely by payment by stock, if permitted under the agreement, subject to maximum percentage and other ownership limitations.

The Company’s ongoing clinical activities continue to generate losses and net cash outflows from operations. Accordingly, the Company issued the above Note to continue to fund its research activities. 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.

Equity - Assumed Placement Warrants (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Number of outstanding warrants	17,521,753		17,521,753		9,305,790
Change in fair value of warrant liability	$ (37)	$ (16,537)	$ 236	$ 823
Placement Warrants
Class of Stock [Line Items]
Number of outstanding warrants	136,250		136,250
Change in fair value of warrant liability		$ (300)	$ 200	$ 1,200
Placement Warrants \| Maximum
Class of Stock [Line Items]
Change in fair value of warrant liability	$ 100

Fair Value Measurements

9 Months Ended

Sep. 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 money market account represents a Level 1 measurement. 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 assets and liabilities that are measured at fair value on a recurring basis at September 30, 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):


		September 30		December 31
Description	Level	2022		2021
		(Unaudited)
Assets:
Money Market Account	1	$	16,985	$	—

Liabilities:
Warrant liabilities (Note 10)	3	$	56	$	292
Earnout Cash liability (Note 4)	3	$	—	$	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 Company uses a modified Black-Scholes model approach for the Substitute Warrants which applies a probability factor based on the probabilities of achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone 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 Black Scholes 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 and peer company 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 inputs used in the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows:


	September 30, 2022
Stock price on valuation date	$	0.60
Exercise price per share	$	11.50
Expected life		3.90
Volatility		104.1%
Risk-free rate		3.00%
Dividend yield		0.00%
Fair value of warrants	$	0.13

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


	Fair Value
Balance as of December 31, 2021	$	292
Gain upon re-measurement		(157)
Balance as of March 31, 2022	$	135
Gain upon re-measurement		(116)
Balance as of June 30, 2022	$	19
Loss upon re-measurement		37
Balance as of September 30, 2022	$	56

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. Because (i) ZYESAMI NIH Phase III trial was stopped due to futility, and (ii) NRX-101 Phase III trial has not yet started, management estimated the probability as of September 30, 2022 of achieving the required milestones for payment of the Earnout Cash to be de minimis and therefore, the September 30, 2022 Earnout Cash liability was reduced to zero.

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


	September 30, 2022
Balance as of December 31, 2021	$	4,582
Gain upon re-measurement		(2,103)
Balance as of March 31, 2022	$	2,479
Gain upon re-measurement		(2,479)
Balance as of June 30, 2022	$	—
Balance as of September 30, 2022	$	—

Notes Payable - Additional Information (Details) - USD ($) $ in Thousands			9 Months Ended
	Apr. 06, 2022	Apr. 06, 2020	Sep. 30, 2022	Sep. 30, 2021
Gain on extinguishment of debt				$ 121
Repayment of note payable			$ (518)
Relief Therapeutics loan [Member]
Related party loan		$ 500
Interest rate		2.00%
Debt Instrument, Maturity Date		Apr. 06, 2022
Repayment of note payable	$ 500
Interest paid	$ 100

Accrued and Other Current Liabilities

9 Months Ended

Sep. 30, 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):


	September 30, 2022		December 31, 2021
	(Unaudited)
Accrued and other current liabilities:
Accrued research and development expenses	$	1,624	$	1,055
Accrued employee expenses		554		456
Professional services		264		743
Other accrued expenses		2,625		121
Total accrued and other current liabilities	$	5,067	$	2,375

Organization

9 Months Ended

Sep. 30, 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 which applies innovative science to known molecules to develop life-saving medicines through its wholly owned operating subsidiary, NeuroRx. The Company's foundation product, NRX-101 (D-cylcoserine/Lurasidone), for the treatment of bipolar depression in patients with suicidality, 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.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Merger and recapitalization, redemptions and issuance costs			$ 1,413
PIPE financing, issuance costs			$ 1,900
Common stock and warrants issued in private placement, issuance costs	$ 2,020	$ 3,669

Reverse Recapitalization

9 Months Ended

Sep. 30, 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 consisted 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 shares (the “Exchange Ratio”).

In addition, the stockholders of NeuroRx who owned 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 was converted into the right to receive a pro rata portion of the contingent right to receive a pro rata portion of the Earnout Shares and Earnout Cash after consideration of the Substitute Options and Substitute Warrants (as further discussed below).

Pursuant to the terms of the Merger Agreement, NeuroRx’s stockholders who owned NeuroRx securities immediately prior to the Effective Time would have the contingent right to receive their pro rata portion of (i) an aggregate of up to 25,000,000 shares of Common Stock (“Earnout Shares”), less 935,608 and 1,920,492, respectively, which are subject to the terms and conditions of the Substitute Options and Substitute Warrants (each as defined below), 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 deemed dividend at the Closing Date and a contingent liability measured at its estimated fair value at the Closing Date and will be remeasured at fair value each period end thereafter until earned or December 31, 2022 (see Note 11). The Earnout Shares Milestone was recognized as a deemed dividend at the Closing date and was classified within equity (see Note 11). The benefit of the contingent right to receive Earnout Cash and Earnout Shares for option and warrant holders occurs through the Option Exchange Ratio (as defined below) and therefore the amount of Earnout Shares and Earnout Cash for common stockholders is approximately 22,209,280 shares and $88.8 million, respectively.

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 would continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instruments.

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 automatically adjusted based on the Merger Agreement 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 such 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.

In connection with the Merger, a number of subscribers (each, a “Subscriber”) purchased from the Company an aggregate of 1,000,000 shares of Common Stock (the “PIPE”), for a purchase price of $10.00 per share and an aggregate purchase

price of $10.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into prior to the Closing Date.

The following table reconciles the elements of the Merger to the Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 (in thousands):


	Recapitalization
Cash - BRPA trust and cash, net of redemptions	$	4,363
Cash - PIPE financing, net of transaction costs		8,100
Less: transaction costs and advisory fees allocated to NRXP equity		(1,413)
Effect of Merger, net of redemptions and transaction costs	$	11,050


	Recapitalization
Cash - BRPA trust and cash, net of redemptions	$	4,363
Non-cash net working capital assumed from BRPA		(962)
Less: notes payable assumed from BRPA		(1,100)
Less: fair value of assumed Placement Warrants		(1,984)
Less: fair value of legacy NeuroRx Warrants		(38,220)
Less: fair value of Earnout Cash		(25,520)
Less: transaction costs and advisory fees allocated to NRXP equity		(1,413)
Effect of Merger, net of redemptions and transaction costs	$	(64,836)

The following table details the number of shares of common stock issued immediately following the consummation of the Merger:


		Number of Shares
Common stock, outstanding prior to Merger		552,412
Less: redemption of BRPA shares		(216)
Common stock of BRPA		552,196
BRPA Founder and private shares, net of forfeited shares of 875,216		1,260,284
Shares issued in PIPE Financing		1,000,000
Shares issued for services		200,000
Shares issued pursuant to conversion of Public and Private Rights		717,250
Merger and PIPE financing shares - common stock		3,729,730
NeuroRx shares - common stock (1)		44,873,855
Total shares of common stock immediately after Merger		48,603,585

(1)

Stock-Based Compensation

9 Months Ended

Sep. 30, 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 September 30, 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 September 30, 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 September 30, 2022, 4,821,754 shares have been awarded and 1,227,424 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:


	September 30, 2022		December 31, 2021
	(Unaudited)
Exercise price		$0.51-$3.10		$6.44-$23.41
Risk-free rate of interest		1.80%-3.62%		0.69%-1.45%
Expected term (years)		5.45-6.5		5.25-6.5
Expected stock price volatility		94.9%-147.8%		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)	(9.1)		—
Outstanding as of March 31, 2022	2,906,948	$	5.54	8.0	$	1,006
Granted	350,000		0.52	10.0		—
Forfeited	(550,833)		(3.76)	—		—
Outstanding as of June 30, 2022	2,706,115	$	5.20	7.7	$	174
Granted	80,000		0.69	10.0		—
Forfeited	(131,536)		(11.31)	—		—
Outstanding as of September 30, 2022	2,654,579	$	4.86	7.5	$	278
Options vested and exercisable as of September 30, 2022	1,064,852	$	3.84	5.5	$	196

The weighted average grant date fair value per share for employee stock and non-employee option grants during the three and nine months ended September 30, 2022, was $0.64 and $1.55. The weighted average grant date fair value per share for employee stock and non-employee option grants during the three months ended and nine months ended September 30, 2021, was $9.80 and $16.53 respectively. At September 30, 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 $27.5 million, of which the Company expects to recognize $3.0 million over a weighted-average period of approximately 1.7 years.

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Stock-based compensation expense
General and administrative	$	506	$	1,340	$	2,390	$	5,779
Research and development		35		220		472		436
Total stock-based compensation expense	$	541	$	1,560	$	2,862	$	6,215

Restricted Stock Awards

The following table presents the Company’s Restricted Stock Activity:


	Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2021	-	-
Granted	1,000,000	$ 0.57
Unvested Balance as of September 30, 2022	1,000,000	$ 0.57

On July 12, 2022, the Board granted an award of 1,000,000 restricted shares of the Company (“Restricted Stock”) as an inducement to the newly appointed CEO, pursuant to a separate Restricted Stock Award Agreement (the “RSA”). The Restricted Stock will vest in approximately equal installments over three (3) years from the grant date, subject to continued service through the applicable vesting date.

As of September 30, 2022, total unrecognized compensation expense related to unvested RSAs granted was approximately $0.5 million, which is expected to be recognized over a weighted-average period of approximately 2.8 years.

Stock-based compensation expense related to RSAs was less than $0.1 million during the three and nine months ended September 30, 2022.

Fair Value Measurements - Reconciliation of Earnout Cash liability (Details) - Earnout Cash liability - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 0	$ 2,479	$ 4,582
Gain upon re-measurement		(2,479)	(2,103)
Balance at the end	$ 0	$ 0	$ 2,479

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Merger agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock issued (in shares)				3,729,730
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	9,305,790	17,521,753	9,305,790
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	22,209,280	22,209,280	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	1,229,925	1,229,925	1,229,925

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
Reclassification of settlement liability upon issuance of warrant		60,852		60,852
Stock-based compensation		372		372
Net income (loss) - basic			(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, 2020	$ 43	46,366	(90,180)	$ (43,771)
Beginning balance (in shares) at Dec. 31, 2020	42,973,462
Common stock and warrants issued in private placement, net of issuance costs (in shares)				3,642,515
Common stock issued for consulting services (in shares)				834,045
Proceeds from issuance of common stock for exercise of warrant (in shares)				3,830,586
Net income (loss) - basic				$ (62,656)
Ending balance at Sep. 30, 2021	$ 55	161,262	(152,835)	8,482
Ending balance (in shares) at Sep. 30, 2021	54,810,338
Beginning balance at Dec. 31, 2020	$ 43	46,366	(90,180)	(43,771)
Beginning balance (in shares) at Dec. 31, 2020	42,973,462
Ending balance at Dec. 31, 2021	$ 59	203,990	(183,243)	20,806
Ending balance (in shares) at Dec. 31, 2021	58,810,550
Beginning balance at Mar. 31, 2021	$ 44	122,016	(115,669)	6,391
Beginning balance (in shares) at Mar. 31, 2021	44,802,799
Common stock issued		1,562		1,562
Common stock issued (in shares)	71,056
Effect of Merger and recapitalization, net of redemptions and issuance costs	$ 4	(64,840)		(64,836)
Effect of Merger and recapitalization, net of redemptions and issuance costs (in shares)	2,529,730
Common stock issued pursuant to PIPE financing, net of issuance costs	$ 1	8,099		8,100
Common stock issued pursuant to PIPE financing, net of issuance costs (in shares)	1,000,000
Common stock issued for advisor services		4,850		4,850
Common stock issued for advisor services (in shares)	200,000
Modification of option awards pursuant to Merger		1,014		1,014
Modification of warrants pursuant to Merger		2,331		2,331
Stock-based compensation		938		938
Net income (loss) - basic			(117)	(117)
Ending balance at Jun. 30, 2021	$ 49	75,970	(115,786)	(39,767)
Ending balance (in shares) at Jun. 30, 2021	48,603,585
Common stock and warrants issued in private placement, net of issuance costs	$ 3	27,356		$ 27,359
Common stock and warrants issued in private placement, net of issuance costs (in shares)	2,727,273			3,238,338
Common stock issued		1,134		$ 1,134
Common stock issued (in shares)	511,065
Common stock issued for consulting services	$ 1	7,925		$ 7,926
Common stock issued for consulting services (in shares)	634,045			634,045
Proceeds from issuance of common stock for exercise of warrant	$ 2	47,317		$ 47,319
Proceeds from issuance of common stock for exercise of warrant (in shares)	2,334,370			2,334,370
Stock-based compensation		1,560		$ 1,560
Net income (loss) - basic			(37,049)	(37,049)
Ending balance at Sep. 30, 2021	$ 55	161,262	(152,835)	8,482
Ending balance (in shares) at Sep. 30, 2021	54,810,338
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
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 income (loss) - basic			(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
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 (in shares)				7,824,727
Net income (loss) - basic				$ (29,513)
Ending balance at Sep. 30, 2022	$ 68	229,470	(212,756)	16,782
Ending balance (in shares) at Sep. 30, 2022	67,641,314
Beginning balance at Mar. 31, 2022	$ 67	228,313	(196,691)	31,689
Beginning balance (in shares) at Mar. 31, 2022	66,641,314
Additional issuance costs in connection with Private Placement		(342)		(342)
Stock-based compensation		987		987
Net income (loss) - basic			(6,982)	(6,982)
Ending balance at Jun. 30, 2022	$ 67	228,958	(203,673)	25,352
Ending balance (in shares) at Jun. 30, 2022	66,641,314
Restricted stock awards granted	$ 1	(1)
Restricted stock awards granted (in shares)	1,000,000
Additional issuance costs in connection with Private Placement		(28)		(28)
Stock-based compensation		541		541
Net income (loss) - basic			(9,083)	(9,083)
Ending balance at Sep. 30, 2022	$ 68	$ 229,470	$ (212,756)	$ 16,782
Ending balance (in shares) at Sep. 30, 2022	67,641,314

Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands			3 Months Ended			9 Months Ended		12 Months Ended
	May 24, 2021 USD ($) shares	May 23, 2021	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 $ / shares shares
Business Acquisition [Line Items]
Earnout shares for common stockholders						22,209,280
Earnout cash for common stockholders \| $						$ 88,800
Deemed dividend \| $							$ 255,822
Aggregate purchase price \| $			$ 1,134	$ 1,562	$ 6,927
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 \| $	$ 100,000
Number of business days for issue of Earnout shares	5 days
Stock Issued During Period, Shares, New Issues							3,729,730
Merger agreement \| Subscription agreements
Business Acquisition [Line Items]
Stock Issued During Period, Shares, New Issues								1,000,000
Issue price (in dollars per share) \| $ / shares								$ 10.00
Merger agreement \| Earnout Shares
Business Acquisition [Line Items]
Closing Consideration (in shares)	25,000,000