0001558370-23-005292 | 10-K | XBRL Viewer

Print Document View Excel Document

Debt - Convertible Note (Details) - USD ($)		12 Months Ended
Debt - Convertible Note (Details) - USD ($)	Nov. 04, 2022	Dec. 31, 2022
Change in fair value of convertible note payable		$ 505,000
Promissory Note 9% Redeemable [Member]
Unsecured promissory note	$ 11,000,000.0
Debt Instrument, Interest Rate, Stated Percentage	9.00%
Debt Instrument, Term	18 months
Debt Instrument, Redemption Price, Percentage	110.00%
Debt discount	$ 1,000,000.0	1,000
Change in fair value of convertible note payable		$ (505)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

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.

NeuroRx was determined to be the accounting acquirer based on the following predominant factors:

●

NeuroRx’s shareholders have the largest portion of voting rights in the Company;

●

the Board and Management are primarily composed of individuals associated with NeuroRx; and

●

NeuroRx was the larger entity based on historical operating activity and NeuroRx had the larger employee base at the time of the Merger.

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 convertible note payable, 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.

Convertible Note Payable

As permitted under Financial Accounting Standards Board ("FASB”) Accounting Standards Codification ("ASC”) Topic 825, Financial Instruments ("ASC 825”), the Company elects to account for its convertible promissory note, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. As a result of electing the fair value option, direct costs and fees related to the convertible promissory notes are expensed as incurred.

The Company estimates the fair value of the convertible note payable using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and volume volatility of our common stock, the time to expiration of the convertible note, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, we estimate our expected future volatility based on the actual volatility of our common stock and historical volatility of our common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date, giving consideration to the mandatory and potential accelerated redemptions beginning six months from the issuance date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using Bloomberg's Default Risk function which uses our financial information to calculate a default risk specific to the Company.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-

Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company.

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, convertible notes, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss.

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


	December 31,
	2022	2021
Stock options	2,548,849	2,400,315
Restricted stock awards	1,000,000	—
Common stock warrants	16,484,923	9,305,790
Earnout Shares	—	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	—	1,247,930

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 year ended December 31, 2022, there were no new accounting pronouncements that management believes materially affect the Company’s present or future results of operations, overall financial condition, liquidity or disclosures.

Fair Value Measurements - Convertible Note Payable (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of convertible note payable	$ 505
Convertible notes payable \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Par value of the Note	11,020
Debt discount	(1,000)
Carrying value of the Note	10,020
Change in fair value of convertible note payable	505
Total carrying value of Note	10,525
Convertible note payable - current portion	7,703
Convertible note payable, net of current portion	$ 2,822

Income Taxes - Net Operating Loss Carryforward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Reduction of the deferred tax asset due to uncertain tax positions	$ 0.5
Accrued total penalties and interest	0.0	$ 0.0
Recognized penalties and interest	0.0	0.0
Federal
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	152.4	127.4
State
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	30.2	23.0
Foreign
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 0.0	$ 0.6

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 29, 2023
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-38302
Entity Registrant Name	NRX Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2844431
Entity Address, Address Line One	1201 Orange Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	484
Local Phone Number	254-6134
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float	$ 34,952,532.0
Entity Common Stock, Shares Outstanding		71,557,580
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	Short Hills, NJ
Entity Central Index Key	0001719406
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
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

Accrued and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

6. Accrued and Other Current Liabilities

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


		December 31,
		2022		2021
Accrued and other current liabilities:
Other accrued expenses	$	2,616	$	121
Accrued research and development expenses		974		1,055
Accrued employee expenses		923	$	456
Professional services		342		743
Total accrued and other current liabilities	$	4,855	$	2,375

Equity - Substitute Warrants (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	May 24, 2021 USD ($)	May 23, 2021	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares
Class of Stock [Line Items]
Warrants, exercise price per share \| $ / shares			$ 6.49	$ 9.09	$ 1.09
Unamortized compensation costs			$ 2,200
General and administrative			27,308	$ 74,944
Warrant liability			37	292
Change in fair value of warrant liabilities			$ (255)	$ (1,692)
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
Change in fair value of warrant liabilities				$ 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 liabilities			$ 100
Strike price \| $ / shares			$ 3.19
Expected term			3 years 8 months 8 days
Substitute Warrants \| Merger agreement
Class of Stock [Line Items]
Warrant liability	$ 53,300
Reclassification of legacy NeuroRx warrants to warrant liability	38,200
Change in fair value of warrant liabilities	$ 15,100
Legacy NeuroRx Warrants
Class of Stock [Line Items]
Volatility rate			80.00%
Risk-free rate, maximum			0.32%
Legacy NeuroRx Warrants \| Minimum
Class of Stock [Line Items]
Strike price \| $ / shares			$ 7.58
Risk-free rate, minimum			0.03%
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

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

8. Commitments and Contingencies

Operating Lease

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

Sponsored Research Agreement with National Jewish Health

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

Under the APA, the Company transferred 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.

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 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”).

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.

Reverse Recapitalization - Consummation of the merger (Details) - shares		12 Months Ended
	May 24, 2021	Dec. 31, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Total shares of common stock immediately after Merger		58,810,550	66,442,989
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
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
Total shares of common stock immediately after Merger		48,603,585
Merger agreement \| Stockholders of NeuroRx
Business Acquisition [Line Items]
BRPA Founder and private shares, net of forfeited shares of 875,216	50,000,000
NeuroRx shares - common stock (1)		44,873,855
Common stock outstanding upon conversion prior to Merger		14,200,586
Merger agreement \| BRPA Founder and private shares
Business Acquisition [Line Items]
BRPA Founder and private shares, net of forfeited shares of 875,216		1,260,284
Number of shares forfeited		875,216

Organization

12 Months Ended

Dec. 31, 2022

Organization

Organization

1. Organization

The Business

On May 24, 2021 (“Effective Time”), we consummated the business combination (“Merger”) contemplated by the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated December 13, 2020, by and among our company (formerly known as Big Rock Partners Acquisition Corp. (“BRPA”)), NeuroRx, Inc., a Delaware corporation (“NeuroRx”), 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.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

13. Related Party Transactions

The Company licenses patents that are owned by Glytech, LLC (“Glytech”), pursuant to a license agreement (the “Glytech Agreement”). Glytech is owned by a co-founder and former director of the Company. The Glytech Agreement requires that the Company pay Glytech for ongoing scientific support and also reimburse Glytech for expenses of obtaining and maintaining patents that are licensed to NRx Pharmaceuticals. During the years ended December 31, 2022 and 2021, the Company paid Glytech $0.3 million and $0.3 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. On November 6, 2022 the Glytech Agreement was amended whereby Glytech agreed to transfer and assign the remainder of the Licensed Technology and the Excluded Technology to NRx Pharmaceuticals for no additional consideration at any time upon receipt of written notice from the Company if, on or prior to January 31, 2023, (i) the value of the Glytech equity holdings in NRx Pharmaceuticals (the “Glytech Equity”) has an aggregate liquidity value of at least $50 million for twenty (20) consecutive trading days immediately preceding any given date and (ii) there are no legal or contractual restrictions on selling all of the securities represented by the Glytech Equity then applicable to Glytech (or reasonably foreseeable to be applicable to Glytech within the following twenty trading days). On January 31, 2023, the Glytech Agreement was further amended to extend the period to meet these conditions until March 31, 2023. The Company is working with Glytech to futher extend this period.

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 $0.9 million and $0.4 million during the years ended December 31, 2022 and 2021, respectively. These services are ongoing (See Section 14 - Subsequent Events for further information).

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 $0.1 million and $0.1 million during the years ended December 31, 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 $0.2 million and $1.0 million, during the years ended December 31, 2022 and 2021, respectively.

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

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	66,442,989	58,810,550
Common stock, shares outstanding	66,442,989	58,810,550

Equity - Schedule of Assumptions (Details) - $ / shares		12 Months Ended
Equity - Schedule of Assumptions (Details) - $ / shares	Feb. 02, 2022	Dec. 31, 2022
Legacy NeuroRx Warrants
Class of Warrant or Right [Line Items]
Volatility rate		80.00%
Risk-free rate, maximum		0.32%
Substitute Warrants
Class of Warrant or Right [Line Items]
Volatility rate		80.00%
Risk-free rate, minimum		0.03%
Risk-free rate, maximum		0.32%
Preferred Investment Options
Class of Warrant or Right [Line Items]
Strike price	$ 3.07
Volatility rate	82.80%
Risk-free rate	1.60%
Expected term	5 years
Dividend yield	0.00%
Private Placement
Class of Warrant or Right [Line Items]
Strike price	$ 3.99
Volatility rate	82.80%
Risk-free rate	1.60%
Expected term	5 years
Dividend yield	0.00%
Minimum [Member] \| Legacy NeuroRx Warrants
Class of Warrant or Right [Line Items]
Strike price		$ 7.58
Risk-free rate, minimum		0.03%
Expected term		6 months 25 days
Minimum [Member] \| Substitute Warrants
Class of Warrant or Right [Line Items]
Strike price		$ 1.53
Expected term		6 months 25 days
Maximum [Member] \| Legacy NeuroRx Warrants
Class of Warrant or Right [Line Items]
Strike price		$ 15.84
Expected term		3 years 8 months 8 days
Maximum [Member] \| Substitute Warrants
Class of Warrant or Right [Line Items]
Strike price		$ 3.19
Expected term		3 years 8 months 8 days

Reverse Recapitalization - Effect on Cash Flows and Equity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Effect of merger on cash flows, net of redemption and transaction costs	$ 11,050
Less: transaction costs and advisory fees allocated to NRXP equity	(1,413)
Effect of Merger and recapitalization, net of redemptions and issuance costs	(26,616)
Merger agreement
Business Acquisition [Line Items]
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
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 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	$ (26,616)

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt.

Summary of Convertible note payable


	December 31, 2022
Par value of the Note	$	11,020
Debt discount, net		(1,000)
Carrying value of the Note		10,020
Change in fair value of Note		505
Total carrying value of Note	$	10,525

Convertible note payable - current portion	$	7,703
Convertible note payable, net of current portion	$	2,822

Income Taxes - Components of income tax provision (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal
Deferred	$ (9,295)	$ (11,709)
Foreign
Deferred	133	(5)
State and Local
Deferred	(647)	(42)
Change in Valuation Allowance	9,809	11,756
Total	$ 0	$ 0

Fair Value Measurements - Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant liabilities	$ 37	$ 292
Recurring basis \| Level 1
Assets:
Money Market Account	15,249	0
Recurring basis \| Level 3
Liabilities:
Warrant liabilities	37	292
Earnout Cash liability (Note 4)		4,582
Convertible note payable (Note 7)	$ 10,525	$ 0

Stock-Based Compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 12, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-average period		1 year 7 months 6 days
Stock-based compensation expense		$ 3,628	$ 7,785
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	1,000,000
Balance, end of period		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
Vesting period	3 years
Unrecognized compensation, restricted stock		$ 500
Weighted-average period		2 years 6 months
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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	$ 2,283	$ 3,669

Stock-Based Compensation - Option Awards, assumptions (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 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	4.36%	1.45%
Dividend yield	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 3 months 18 days	5 years 3 months
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%

Commitments and Contingencies - GEM Share Subscription Facility Agreement (Details) $ / shares in Units, $ in Thousands, $ in Millions				1 Months Ended	12 Months Ended
	Aug. 12, 2022 USD ($)	Aug. 12, 2022 HKD ($)	Mar. 28, 2021 USD ($) $ / shares shares	Jul. 31, 2021 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Additional settlement liability						$ 21,366
Number of shares issued upon exercise of warrants \| shares					49,605	516,025
Proceeds from issuance of common stock for exercise of warrant						$ 16,699
GEM Warrant [Member]
Related Party Transaction [Line Items]
Number of shares issued upon exercise of warrants \| shares			1,496,216
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 \| Pending Litigation
Related Party Transaction [Line Items]
Damages sought	$ 1,900	$ 15.0
GEM Share Subscription Facility Agreement \| GEM Warrant [Member]
Related Party Transaction [Line Items]
Warrant issued \| shares			3,329,812
Exercise price of warrant \| $ / shares			$ 3.19
Expiration term of warrants			3 years
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 \| shares				1,833,596

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

12. Income Taxes

The Company maintains a full valuation allowance on its net deferred tax asset due to the uncertainty of future taxable income. The Company did not recognize an income tax benefit in the years ended December 31, 2022 and 2021 due to the uncertainty of future taxable income. In the years ended December 31, 2022 and 2021, the difference between the statutory tax rate and the Company’s effective tax rate was due primarily to the valuation allowance recorded to offset any potential tax benefit.

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following:


	For the Years Ended December 31,
	2022		2021
Federal statutory rate	(21.00)	%	(21.00)	%
Permanent items	0.08	%	(0.05)	%
Fair market value earnout	(2.42)	%	(4.72)	%
Settlement warrants	0.00	%	13.35	%
Stock compensation	(0.01)	%	(0.02)	%
Foreign rate differential	0.33	%	(0.00)	%
State taxes	(1.62)	%	(0.05)	%
Increase in valuation allowance	24.64	%	12.62	%
R&D credit	—	%	(0.13)	%
Other	—	%	—	%
Effective tax rate	0.00	%	0.00	%

The components of income tax provision (benefit) are as follows (in thousands):


	As of December 31,
	2022		2021
Federal	$		$
Current		—		—
Deferred		(9,295)		(11,709)
Foreign
Current		—		—
Deferred		133		(5)
State and Local
Current		—		—
Deferred		(647)		(42)
Change in Valuation Allowance		9,809		11,756
Total	$	—	$	—

Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows:


	As of December 31,
	2022		2021
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	33,640	$	28,053
Common stock warrants		1,894		1,876
Foreign net operating loss carryforwards		—		134
174 capitalization		3,410		—
Stock-based compensation		2,411		1,584

Bonus accrual		202		100
Settlement liability		—		—
Other		—		—
R&D credit		500		500
Depreciation		(3)		(2)
		42,054		32,245
Valuation allowance		(42,054)		(32,245)
Deferred tax assets, net of allowance	$	—	$	—

As of December 31, 2022 and 2021, the Company had federal net operating losses of approximately $152.4 million and $127.4 million and state net operating loss carryforwards of approximately $30.2 million and $23.0 million, respectively. As of December 31, 2022 and 2021, the Company had approximately $0.0 million and $0.6 million of foreign net operating loss carryforwards, respectively. The federal, state and foreign net operating loss carryforwards generated in the tax years from 2015 to 2018 will begin to expire, if not utilized, by 2035. Certain Net Operating Losses in these jurisdictions are not subject to expiration. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all of the evidence, the Company has recorded a valuation allowance against its deferred tax assets at December 31, 2022 and 2021 because management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets, primarily due to its history of cumulative net losses incurred since inception and its lack of commercialization of products or generation of revenue from product sales since inception.

The Company recorded approximately $0.5 million as a reduction of the deferred tax asset due to uncertain tax positions that if recognized would reduce Federal and state net operating loss carryforwards and R&D credit carryforwards. In the next twelve months, the Company plans to file amended returns to reduce a portion of its uncertain tax position recorded in the current year.

The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued total penalties and interest of $0.0 million during the years ended December 31, 2022 and 2021 and in total, as of December 31, 2022 and 2021 has recognized penalties and interest of $0.0 million.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2022, open years related to all jurisdictions are 2021, 2020, 2019, & 2018.

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

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-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

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 3,167	$ 3,224
Prepaid clinical development expenses	1,966	512
Other prepaid expenses	331	345
Prepaid legal expenses	270
Other current receivables	7
Prepaid manufacturing expenses		1,028
Total prepaid expenses and other current assets	$ 5,741	$ 5,109

Stock-Based Compensation - 2021 Omnibus Incentive Plan (Details) - shares		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2022	Mar. 29, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance			500,000
2021 Omnibus Incentive Plan
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		5,749,394
Number of shares available for issuance		299,784

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (39,754)	$ (93,063)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	4	2
Stock-based compensation	3,628	7,785
Gain on extinguishment of debt		(121)
Change in fair value of warrant liabilities	(255)	(1,692)
Change in fair value of Earnout Cash liability	(4,582)	(20,938)
Change in fair value of convertible promissory note	505
Non-cash interest expense		19
Non-cash settlement expense		21,366
Non-cash consulting expense		53,837
Changes in operating assets and liabilities:
Account receivable		831
Prepaid expenses and other assets	(632)	(4,809)
Accounts payable	(1,611)	(19)
Accrued expenses and other liabilities	2,942	(901)
Net cash used in operating activities	(39,755)	(37,703)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment	(10)	(7)
Net cash used in investing activities	(10)	(7)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable, net of discount	10,020
Proceeds from stock option exercise	10
Proceeds from issuance of common stock for exercise of warrant		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	22,702	27,359
Repayment of notes payable assumed in Merger		(1,100)
Repayment of notes payable - related party		(176)
Net cash provided by financing activities	32,214	63,456
Net (decrease) increase in cash and cash equivalents	(7,551)	25,746
Cash and cash equivalents at beginning of period	27,605	1,859
Cash and cash equivalents at end of period	20,054	27,605
Non-cash investing and financing activities
Reclassification of settlement liability upon issuance of warrant		60,852
Issuance of common stock warrants as offering costs	726	1,027
Extinguishment of Paycheck Protection Program Loan		$ 121
Issuance of common stock for consulting services	$ 17

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 17,027	$ 20,257
General and administrative	27,308	74,944
Settlement expense		21,366
Reimbursement of expenses from Relief Therapeutics		(771)
Total operating expenses	44,335	115,796
Loss from operations	(44,335)	(115,796)
Other (income) expenses:
Gain on extinguishment of debt		(121)
Interest income	(249)
Interest expense		18
Change in fair value of convertible note payable	505
Change in fair value of warrant liabilities	(255)	(1,692)
Change in fair value of Earnout Cash liability	(4,582)	(20,938)
Total other (income) expenses	(4,581)	(22,733)
Loss before tax	(39,754)	(93,063)
Net loss	(39,754)	(93,063)
Deemed dividend		(255,822)
Net loss attributable to common stockholders	$ (39,754)	$ (348,885)
Net loss per share:
Basic	$ (0.60)	$ (1.98)
Diluted	(0.60)	(1.98)
Net loss per share attributable to common stockholders:
Basic	(0.60)	(7.44)
Diluted	$ (0.60)	$ (7.44)
Weighted average common shares outstanding:
Basic	65,766,786	46,917,701
Diluted	65,766,786	46,917,701

Liquidity

12 Months Ended

Dec. 31, 2022

Liquidity

Liquidity

2. Liquidity

As of December 31, 2022, the Company had $20.1 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 February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and preferred investment options to purchase up to an aggregate of 7,824,727 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $3.195. The preferred investment options have an exercise price of $3.07 per share. The aggregate gross proceeds to the Company were approximately $25.0 million, before deducting placement agent fees and other offering expenses.

On November 4, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and, pursuant to the SPA, issued to the Lender an unsecured promissory note with a face amount of approximately $11.0 million (the “Note”) before an original issue discount of $1.0 million, which was deducted from the proceeds of the Note.

The Note carries a 9% interest rate, has a term of 18 months from the issuance date (the “Maturity Date”) and is redeemable as described below. Any time after the issuance date, the Company has the right to prepay all or any portion of the outstanding balance of the Note. If the Company exercises its right to prepay the Note, the Company will make payment to the Lender of an amount in cash equal to 110% multiplied by the portion of the outstanding balance the Company elects to pay. Beginning on the date that is six (6) months after the issuance date of the applicable Note, the Lender has the right to redeem up to $1.0 million (“Maximum Monthly Redemption Amount”) of the outstanding balance of such Note per month. Payments may be made by the Company, at the Company’s option, (a) in cash with a 10% premium for the amount redeemed, (b) 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 (c) a combination of cash and shares of Common Stock. The “Redemption Conversion Price” shall equal 85% multiplied by the average of the two lowest daily volume weighted average prices per share of the Common Stock during the 15 trading days immediately preceding the date that the Lender delivers notice electing to redeem a portion of the Note. The Company’s right to satisfy the redemption amount in shares of Common Stock is subject to certain limitations, including

(i) there not being any Equity Conditions Failure (as defined in the Note) and (ii) the Lender not owning more than 9.99% of the outstanding shares of Common Stock. If the Company elects to prepay the Note prior to the Maturity Date or elects to pay a portion or all of the Maximum Monthly Redemption Amount in cash, it must pay a premium of 10%, subject to certain exceptions. As of the date hereof, the Company did not meet the conditions to repay the Note by the delivery of shares of common stock.

The Company has the right to make the required payments for the above Note in common stock subject to certain conditions including ownership and trading volume limitations. If the Company is not able to make the required payments for the above Note in common stock and must use cash for these payments, management believes that the Company does not have sufficient liquidity to support operations, which are subject to change.

On March 8, 2023, NRx Pharmaceuticals entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors (the “Investors”), providing for the issuance and sale of 3,866,666 shares of the Company’s common stock (“Common Stock”) and warrants to purchase up to 3,866,666 shares of Common Stock (the “Investor Warrants”) in a registered direct offering priced at-the-market under Nasdaq rules for a purchase price of $0.75 per share (the “Offering”). The Investors have agreed not to transfer the Common Stock for six months following the date hereof. The Investor Warrants will have an exercise price of $0.75 per share, will be initially exercisable beginning six months following the date of issuance (the “Initial Exercise Date”) and will expire 5 years from the Initial Exercise Date. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $2.9 million. The Company intends to use the net proceeds from such offering for working capital and general corporate purposes. The closing of the sale of these securities occurred on March 9, 2023.

The Company plans to pursue additional financing opportunities in 2023 to strengthen its balance sheet similar to the transaction completed in March 2023. In addition, as we execute our business plan over the next 12 months, we will continue to carefully monitor the impact of our continuing operations on our working capital needs and cash balances relative to the availability of cost-effective debt and equity financing.

The Company’s ongoing clinical activities continue to generate losses and net cash outflows from operations. The Company may raise substantial additional funds, and if it does so, it may do so through one or more of the following: issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one of the Company’s product candidates. The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms or at all which could negatively impact the Company’s business and operations and could also lead to a reduction in the Company’s operations.

As such, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of issuance of these consolidated financial statements.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 20,054	$ 27,605
Prepaid expenses and other current assets	5,741	5,109
Total current assets	25,795	32,714
Other assets	21	15
Total assets	25,816	32,729
Current liabilities:
Accounts payable	2,076	3,687
Accrued and other current liabilities	4,855	2,375
Accrued clinical site costs	914	469
Earnout Cash liability		4,582
Convertible note payable and accrued interest - short term	7,703
Warrant liabilities	37	292
Note payable and accrued interest		518
Total current liabilities	15,585	11,923
Convertible note payable and accrued interest - long term	2,822
Total liabilities	18,407	11,923
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively
Common stock, $0.001 par value, 500,000,000 shares authorized; 66,442,989 and 58,810,550 shares issued and outstanding at December 31, 2022 and 2021, respectively	67	59
Additional paid-in capital	230,339	203,990
Accumulated deficit	(222,997)	(183,243)
Total stockholders' equity	7,409	20,806
Total liabilities and stockholders' equity	$ 25,816	$ 32,729

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

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


	December 31,
	2022	2021
Stock options	2,548,849	2,400,315
Restricted stock awards	1,000,000	—
Common stock warrants	16,484,923	9,305,790
Earnout Shares	—	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	—	1,247,930

Income Taxes - Reconciliation of the statutory U.S. federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Federal statutory rate	(21.00%)	(21.00%)
Permanent items	0.08%	(0.05%)
Fair market value earnout	(2.42%)	(4.72%)
Settlement warrants	0.00%	13.35%
Stock compensation	(0.01%)	(0.02%)
Foreign rate differential	0.33%	0.00%
State taxes	(1.62%)	(0.05%)
Increase in valuation allowance	24.64%	12.62%
R&D credit		(0.13%)
Effective tax rate	0.00%	0.00%

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization

Schedule of Reconciliation of Merger, Reverse Recapitalization

The following table reconciles the elements of the Merger to the Consolidated Statement of Cash Flows for the year ended December 31, 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 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the year ended December 31, 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 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	$	(26,616)

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.

Fair Value Measurements - Reconciliation of Earnout Cash liability (Details) - Earnout Cash liability - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 4,582
Additions pursuant to Merger		$ 25,520
Gain upon re-measurement	$ (4,582)	(20,938)
Balance at the end		$ 4,582

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

10. Stock-Based Compensation

2016 Omnibus Incentive Plan

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

In connection with the Merger, each option of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share (the “Substitute Options”), based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx option multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise were held back pending the outcome of the contingencies and were not released as such contingencies were not 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.

As neither the Earnout Shares Milestone nor the Earnout Cash Milestone were achieved prior to December 31, 2022, each Substitute Option was adjusted based on the Exchange Ratio and the portion of the Substitute Options related to Earnout Shares were cancelled. For the Substitute Options that were exercised prior to December 31, 2022, NRx Pharmaceuticals retained and retired the outstanding shares forfeited by the option holders in connection with the adjustment.

As stated in the Merger Agreement, for the Substitute Options which were exercised prior to December 31, 2022, NRx Pharmaceuticals retained the shares forfeited by the option holders in connection with the adjustment.

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 was not achieved at December 31, 2022. Accordingly, the Company only recognized incremental compensation cost related to the portion of the Substitute Options subject to service-based vesting conditions only.

For vested Substitute Options, the Company recognized incremental compensation on the modification date totaling $1.0 million of which $1.0 million and less than $0.1 million was recognized in general and administrative and research and development, respectively, in the Consolidated Statements of Operations for the year ended December 31, 2021. 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.

2021 Omnibus Incentive Plan

At the Effective Time, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). As of December 31, 2022, 6,049,178 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. As of January 1, 2022, 676,129 shares were added to the 2021 Plan under an evergreen feature that automatically increases the reserve with additional shares of Common Stock for future issuance under the Incentive Plan each calendar year, beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 1% of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) a smaller number of shares determined by the Board. The Substitute Options do not reduce the number of shares authorized for grant under the 2021 Plan. As of December 31, 2022, 5,749,394 shares have been awarded and 299,784 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:


	December 31,
	2022		2021
Exercise price		$0.51-$3.10		$6.44-$23.41
Risk-free rate of interest		1.80%-4.36%		0.69%-1.45%
Expected term (years)		5.3-6.5		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, 2020 (as previously reported)	486,755	$	10.79	$	8.8	$	19,572

Retroactive application of reverse recapitalization (Note 4)	1,927,548		(8.62)	—		—
Outstanding as of December 31, 2020, effect of Merger (Note 4)	2,414,303	$	2.17	8.2	$	53,660
Options granted	892,224		13.95	9.9		3,825
Forfeited	(390,187)		(3.73)	—		(7,562)
Exercised	(516,025)		(2.23)	—		(3,645)
Outstanding as of December 31, 2021	2,400,315	$	6.28	7.8	$	4,224
Options granted	1,844,640		1.45	9.4		—
Forfeited	(742,736)		(5.66)	(0.6)		—
Expired	(903,765)		(5.79)	—		—
Exercised	(49,605)		(0.20)	(3.2)		—
Outstanding as of December 31, 2022	2,548,849	$	(0.20)	(3.2)	$	2,549
Options vested and exercisable as of December 31, 2022	863,746	$	4.75	6.3	$	148

The weighted average grant date fair value per share for employee stock and non-employee option grants during the years ended December 31, 2022 and 2021, were $1.12 and $16.57 respectively. At December 31, 2022, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted, was $2.2 million, of which the Company expects to recognize over a weighted-average period of approximately 1.6 years.

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


	Years Ended December 31,
	2022		2021
Stock-based compensation expense
General and administrative	$	3,002	$	6,500
Research and development		626		1,285
Total stock-based compensation expense	$	3,628	$	7,785

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 December 31, 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 December 31, 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 2.5 years.

Stock-based compensation expense related to RSAs was less than $0.1 million during the year ended December 31, 2022.

Commitments and Contingencies - Relief Therapeutics Collaboration Agreement (Details) - Relief Therapeutics Collaboration Agreement [Member] - Relief Therapeutics Lawsuit - Relief Therapeutics Holdings, AG $ in Millions	Sep. 18, 2020 USD ($)
Related Party Transaction [Line Items]
Milestone payments receivable	$ 13.0
Royalty payments receivable	30.0
Indemnity claims	0.5
Maximum [Member]
Related Party Transaction [Line Items]
Indemnity claims	0.5
Representations and Warranties	2.0
Covenants and Other Agreements	$ 3.0

Equity - Preferred Investment Options (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Feb. 02, 2022	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)		7,824,727
Earnout Shares
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)			203,477
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
Expected term	5 years
Volatility rate	82.80%
Risk-free rate	1.60%
Dividend yield	0.00%

Stock-Based Compensation - 2016 Omnibus Incentive Plan, Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Original Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate	80.00%
Risk-free rate, minimum	0.07%
Risk-free rate, maximum	0.79%
Original Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 1.00
Expected term	2 months 4 days
Original Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 72.30
Expected term	5 years 11 months 26 days
Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate	80.00%
Risk-free rate, minimum	0.07%
Risk-free rate, maximum	0.79%
Substitute Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 0.20
Expected term	2 months 4 days
Substitute Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price	$ 14.58
Expected term	5 years 11 months 26 days

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

14. Subsequent Events

Financing

On March 8, 2023, NRx Pharmaceuticals entered into a securities purchase agreement with accredited investors (the “Investors”), providing for the issuance and sale of 3,866,666 shares of the Company’s common stock (“Common Stock”) and warrants to purchase up to 3,866,666 shares of Common Stock (the “Investor Warrants”) in a registered direct offering priced at-the-market under Nasdaq rules for a purchase price of $0.75 per share (the “Offering”). The Investors have agreed not to transfer the Common Stock for six months following the date hereof. The Investor Warrants will have an exercise price of $0.75 per share, will be initially exercisable beginning six months following the date of issuance (the “Initial Exercise Date”) and will expire 5 years from the Initial Exercise Date. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $2.9 million. The Company intends to use the net proceeds from such offering for working capital and general corporate purposes. The closing of the sale of these securities occurred on March 9, 2023.

Amendment to Convertible Note Payable

On March 30, 2023, the Company amended the Note to increase the ownership limitation to 9.99%.

Material Contract Amendment

On March 29, 2023, the Consulting Agreement dated March 8, 2022 (the “Javitt Consulting Agreement”) between the Company and Dr. Jonathan Javitt was amended to extend the term of the Agreement until March 8, 2024 with automatic annual renewals thereafter unless one party or the other provides notice of non-renewal. The amendment also provided for payment at the rate of $575,000 per year, payable monthly (i.e., $47,916.67 per month), and a performance-based annual bonus with a minimum target of $250,000, at the discretion of the Board and upon satisfactory performance of the services. The annual bonus for 2023, if any, is payable in March 2024, will be pro-rated from the start of the extension period and is subject to Dr. Javitt’s continued engagement by the Company.

The amendment also provides, subject to the approval of the Board of Directors, for a grant of 500,000 shares of restricted stock of the Company under the Company’s 2021 Omnibus Incentive Plan. The restrictions are performance based, and half of the restricted shares (250,000) shall have the restrictions removed on the New Drug Application Date (as defined below) and the remaining half (250,000) will have the restrictions removed on the New Drug Approval Date (as defined below).

The term “New Drug Application Date” means the date upon which the Food and Drug Administration (“FDA”) files the Company’s new drug application for the Antidepressant Drug Regimen (as defined below) for review. The term “New Drug Approval Date” means date upon which the FDA has both approved the Company’s Antidepressant Drug Regimen and listed the Company’s Antidepressant Drug Regimen in the FDA’s “Orange Book”.The term “Antidepressant Drug Regimen” means NRX-101, a proprietary fixed-dose combination capsule of d-cycloserine and Lurasidone, administered for sequential weeks of daily oral treatment following patient stabilization using a single infusion of NRX-100 (ketamine) or another standard of care therapy.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by the full text of the amendment attached hereto as Exhibit 10.53.

Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities):
Net operating loss carryforwards	$ 33,640	$ 28,053
Common stock warrants	1,894	1,876
Foreign net operating loss carryforwards		134
174 capitalization	3,410
Stock-based compensation	2,411	1,584
Bonus accrual	202	100
R&D credit	500	500
Depreciation	(3)	(2)
Deferred tax assets	42,054	32,245
Valuation allowance	(42,054)	(32,245)
Deferred tax assets, net of allowance	$ 0	$ 0

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued and other current liabilities:
Other accrued expenses	$ 2,616	$ 121
Accrued research and development expenses	974	1,055
Accrued employee expenses	923	456
Professional services	342	743
Total accrued and other current liabilities	$ 4,855	$ 2,375

Equity - Schedule of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total Warrants
Outstanding at the beginning	9,305,790	3,075,470
Issued	8,215,963	6,193,449
Assumed		3,586,250
Exercised		(3,330,956)
Forfeited		(218,423)
Expired	(1,036,830)
Outstanding at the end	16,484,923	9,305,790	3,075,470
Weighted Average Remaining Term
Outstanding	3 years 7 months 2 days	3 years 7 months 13 days	4 years 4 months 2 days
Issued (in years)	5 years 6 months	1 year 10 months 24 days
Assumed (in years)		5 years
Expired (Years)	2 years 7 months 13 days
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 9.09	$ 1.09
Issued (in dollars per share)	3.11	4.62
Exercised (in dollars per share)		(3.19)
Forfeited (in dollars per share)		(1.53)
Expired (in dollars per share)	(3.05)
Assumed (in dollars per share)		(11.50)
Outstanding at the end (in dollars per share)	$ 6.49	$ 9.09	$ 1.09
Aggregate Intrinsic Value
Outstanding at the beginning (in dollars)	$ 4,942	$ 150,956
Issued (in dollars)		115,941
Assumed (in dollars)		45,725
Exercised (in dollars)		(67,412)
Forfeited (in dollars)		(1,501)
Outstanding at the end (in dollars)		$ 4,942	$ 150,956
Substitute Warrants
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 2.45
Outstanding at the end (in dollars per share)		$ 2.45
Public Warrants
Total Warrants
Exercised	0	(1,144)
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
As previously reported
Total Warrants
Outstanding at the beginning		620,055
Outstanding at the end			620,055
Weighted Average Remaining Term
Outstanding			11 years 29 days
Weighted Average Exercise Price
Outstanding at the beginning (as previously reported) (in dollars per share)			$ 14.61
Aggregate Intrinsic Value
Outstanding at the beginning (as previously reported) (in dollars)			$ 22,128
Retroactive application of reverse recapitalization
Total Warrants
Outstanding at the beginning		2,455,415
Outstanding at the end			2,455,415
Weighted Average Exercise Price
Retroactive application of reverse recapitalization (in dollars per share)			$ (13.53)

Equity

12 Months Ended

Dec. 31, 2022

Equity

Equity

9. Equity

Common Stock

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

The Company sold 7,824,727 shares of common stock during the year ended December 31, 2022, generating gross proceeds of $22.7 million. The Company issued 49,605 shares of common stock resulting from options that were exercised which generated proceeds of less than $0.1 million.

The Company issued 3,830,586 shares of common stock pursuant to warrants and Unit Purchase Options exercised during the year ended December 31, 2021, and received gross proceeds from the warrant exercise of $16.7 million. The Company issued 4,834,045 shares of common stock for consulting services during the year ended December 31, 2021, and recognized non-cash consulting expense in general and administrative expenses of $53.8 million.

The Company sold 3,642,727 shares of common stock during the year ended December 30, 2021, generating gross proceeds of $37.0 million. Of the 565,630 shares of common stock issued for the exercise of stock options, 203,477 shares of common stock were 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 were contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. As of December 31, 2022, these shares were cancelled as the earnout milestones were not achieved.

Pursuant to the Merger Agreement, BRPA and EarlyBirdCapital, Inc., the representative of the underwriters of BRPA’s initial public offering (“EBC”), entered into an amendment (“BCMA Amendment Agreement”) to the Business Combination Marketing Agreement, dated as of November 20, 2017 (“BCMA”), by and between BRPA and EBC. The BCMA Amendment Agreement provided that, in lieu of the cash fee payable to EBC pursuant to the BCMA, BRPA will issue to EBC at the Effective Time an aggregate of 200,000 shares of Common Stock and the BCMA (as amended by the BCMA Amendment Agreement) will terminate immediately following the Effective Time. The Company recognized the fair value of the 200,000 shares of Common Stock issued pursuant to the BCMA of $4.8 million within general and administrative in the Consolidated Statements of Operations for the year ended December 31, 2021. Refer to Note 12 for discussion of fair value measurement of the warrant liabilities.

BriLife Vaccine, VaccineCo Agreement and Issuance of Shares

On July 11, 2021, the Company entered into a Memorandum of Understanding (the “MOU”) with the Ministry of Defense of the State of Israel that granted NRx the right to negotiate an exclusive worldwide license to develop and market the BriLife^TM vaccine, which has been developed by the Israel Institute for Biological Research (“IIBR”). However, after investigating the manufacturing requirements of the vaccine, the expected regulatory path for approval in Israel and the EU, the commercial opportunity, and the financial commitment required for development of the vaccine, the Company decided not to continue with the project. This decision was communicated to the IIBR in a letter dated March 20, 2022.

As part of the Company’s consideration of the vaccine project, the Company entered into a Shareholder Agreement, dated October 15, 2021 (the “Agreement”), with Shimshon Hen and David Sepiashvili, each an Israeli citizen (the “Consultants”), under which the Consultants agreed to provide certain consulting services, and which set out a framework for establishing a potential joint venture between the Consultants and the Company that would have been responsible for the development and commercialization of the BriLife vaccine. Pursuant to the terms of the Agreement, the Company issued an aggregate of 4,000,000 shares of the Company’s Common Stock to the Consultants on October 20, 2021 under the Company’s 2021 Omnibus Incentive Plan. The Company is evaluating its options with respect to the Consultants.

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.

Series A, B-1, and B-1A Preferred Stock

Prior to the Merger, the Company had authorized and issued 1,000,000 shares of Series A convertible preferred stock, 1,050,695 shares of Series B-1 convertible preferred stock, and 316,848 shares of Series B-1A convertible preferred stock, par value of $0.001 per share, which was convertible into one share of common stock for each preferred share (collectively, the “Preferred Stock”) at any time, at the option of the holder. The Preferred Stock were not redeemable and the related stockholders were entitled to a subordinated liquidation preference should NeuroRx liquidate or wind up operations. The preferences also included voting rights on an as-converted basis, ride-along rights, and an anti-dilution provision. The liquidation preference was $1.00 per share for the Series A convertible preferred stock, $7.58 per share for the Series B-1 convertible preferred stock, and $6.82 per share for the Series B-1A convertible preferred stock, plus any declared but unpaid dividends. Upon an initial public offering or merger under certain conditions the Preferred Stock automatically converted into common stock.

On May 24, 2021, pursuant to the Merger (as described in Note 4), 2,367,543 outstanding shares of Preferred Stock were automatically converted into 7,480,836 shares of common stock pursuant to the Exchange Ratio.

Series B-2 Preferred Stock

In 2020, the Company authorized the issuance of 100,000 shares of Series B-2 Convertible Preferred Stock (the “B-2 Preferred Stock”), par value of $0.001 per share, convertible into one share of common stock for each share of B-2 Preferred Stock held. In March 2020, 4,167 shares of B-2 Preferred Stock were issued. The B-2 Preferred stock were not redeemable and the related stockholders were entitled to a subordinated liquidation preference should NeuroRx liquidate or wind-up operations. The preferences also included voting rights on an as-converted basis, ride-along rights, and an anti-dilution provision. The liquidation preference was $12.00 per share plus any declared but unpaid dividends. The B-2 Preferred Stock could be converted into one share of common stock (subject to adjustments for stock splits, recapitalization) at any time, at the option of the holder. Upon an initial public offering or merger under certain conditions the B-2 Preferred Stock automatically converted into common stock.

On May 24, 2021, pursuant to the Merger (as described in Note 4), 4,167 outstanding shares of B-2 Preferred stock were automatically converted into 13,168 shares of common stock pursuant to the Exchange Ratio.

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 were held back pending the outcome of the contingencies and were not released as the contingencies were not 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.

As neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurred prior to December 31, 2022, each Substitute Warrant was adjusted based on the Exchange Ratio (3.16:1) and the portion of the Substitute Warrants related to the Earnout Shares were cancelled. For the Substitute Warrants that were exercised prior to December 31, 2022, NRx Pharmaceuticals retained and retired the outstanding shares forfeited by the warrant holders in connection with the adjustment.

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 was not met on December 31, 2022. 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. As of December 31, 2022, the earnout milestones were not achieved, therefore the Company will not recognize any unamortized incremental compensation cost during the period. The Company recognized incremental compensation on the modification date totaling $2.3 million which was recognized in general and administrative in the Consolidated Statements of Operations for the year ended December 31, 2021.

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 were 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 years ended December 31, 2022 and 2021 of less than $0.1 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 year ended December 31, 2022 no Public Warrants were exercised. During the year ended December 31, 2021, 1,144 Public Warrants were exercised for gross proceeds of less than $0.1 million.

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 Consolidated Balance Sheet as of December 31, 2022. The Company measures the fair value of the warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company recognized a gain on the change in fair value of the Placement Warrants for the years ended December 31, 2022 and 2021 of $0.3 million and $1.7 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, 2020 (as previously reported)	620,055	11.08	$	14.61	$	22,128
Retroactive application of reverse recapitalization (Note 4)	2,455,415	—		(13.53)		—
Outstanding as of December 31, 2020, effect of Merger (Note 4)	3,075,470	4.34		1.09		150,956
Issued	6,193,449	1.90		4.62		115,941
Assumed	3,586,250	5.00		11.50		45,725
Exercised	(3,330,956)	—		(3.19)		(67,412)
Forfeited	(218,423)	—		(1.53)		(1,501)
Outstanding as of December 31, 2021	9,305,790	3.62		9.09		4,942
Issued	8,215,963	5.50		3.11		—
Expired	(1,036,830)	(2.62)		(3.05)		—
Outstanding as of December 31, 2022	16,484,923	3.59	$	6.49	$	—

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
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Debt

12 Months Ended

Dec. 31, 2022

Debt.

Debt

7. Debt

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.

Convertible 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 (as defined in the Note), then the 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 $1.0 million solely by payment by Common Stock, subject to maximum percentage (4.99%) and other ownership limitations under the SPA and the Note.

The Note contains certain Trigger Events (as defined in the Note) that generally, if uncured within five (5) trading days, may result in an event of default in accordance with the terms of the Notes (such event, an “Event of Default”). Upon an Event of a Default, the Lender may consider the Note immediately due and payable. Upon an Event of Default, the interest rate may also be increased to the lesser of 18% per annum or the maximum rate permitted under applicable law.

Due to these embedded features within the Note, the Company elected to account for the Note at fair value at inception. Subsequent changes in fair value are recorded as a component of other income (loss) in the Consolidated Statements of Operations.

The discount to the principal amount is included in the carrying value of the Note. During 2022, the Company recorded a debt discount of approximately $1.0 million upon issuance of the Note for the original issue discount of $1.0 million. As a result of electing the fair value option, any direct costs and fees related to the Note was expensed as incurred. For the year ended December 31, 2022, the Company recorded a change in fair value of approximately $0.5 million related to the change in fair value of the Note which was recognized in other income (expense) on the Consolidated Statement of Operations as a result of the Company’s election of the fair value option.

The following table presents the Note as of December 31, 2022:


	December 31, 2022
Par value of the Note	$	11,020
Debt discount, net		(1,000)
Carrying value of the Note		10,020
Change in fair value of Note		505
Total carrying value of Note	$	10,525

Convertible note payable - current portion	$	7,703
Convertible note payable, net of current portion	$	2,822

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Accrued and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Accrued and Other Current Liabilities

Schedule of accrued and other current liabilities


		December 31,
		2022		2021
Accrued and other current liabilities:
Other accrued expenses	$	2,616	$	121
Accrued research and development expenses		974		1,055
Accrued employee expenses		923	$	456
Professional services		342		743
Total accrued and other current liabilities	$	4,855	$	2,375

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Schedule of Reconciliation of Effective Tax Rate to Statutory Federal Rate


	For the Years Ended December 31,
	2022		2021
Federal statutory rate	(21.00)	%	(21.00)	%
Permanent items	0.08	%	(0.05)	%
Fair market value earnout	(2.42)	%	(4.72)	%
Settlement warrants	0.00	%	13.35	%
Stock compensation	(0.01)	%	(0.02)	%
Foreign rate differential	0.33	%	(0.00)	%
State taxes	(1.62)	%	(0.05)	%
Increase in valuation allowance	24.64	%	12.62	%
R&D credit	—	%	(0.13)	%
Other	—	%	—	%
Effective tax rate	0.00	%	0.00	%

Schedule of Components of Income Tax Provision (Benefit)

The components of income tax provision (benefit) are as follows (in thousands):


	As of December 31,
	2022		2021
Federal	$		$
Current		—		—
Deferred		(9,295)		(11,709)
Foreign
Current		—		—
Deferred		133		(5)
State and Local
Current		—		—
Deferred		(647)		(42)
Change in Valuation Allowance		9,809		11,756
Total	$	—	$	—

Schedule of Deferred Tax Assets and Liabilities


	As of December 31,
	2022		2021
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	33,640	$	28,053
Common stock warrants		1,894		1,876
Foreign net operating loss carryforwards		—		134
174 capitalization		3,410		—
Stock-based compensation		2,411		1,584

Bonus accrual		202		100
Settlement liability		—		—
Other		—		—
R&D credit		500		500
Depreciation		(3)		(2)
		42,054		32,245
Valuation allowance		(42,054)		(32,245)
Deferred tax assets, net of allowance	$	—	$	—

Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	May 24, 2021 USD ($) $ / shares shares	May 23, 2021	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares
Business Acquisition [Line Items]
Earnout shares for common stockholders			22,209,280
Earnout cash for common stockholders \| $			$ 88,800
Aggregate purchase price \| $				$ 9,624
Substitute Warrants
Business Acquisition [Line Items]
Closing Consideration (in shares)	935,608
Substitute Options
Business Acquisition [Line Items]
Closing Consideration (in shares)	1,920,492
Merger agreement
Business Acquisition [Line Items]
Closing Consideration (in shares)	25,000,000
Contingent Consideration \| $	$ 100,000
Exchange Ratio	3.16	4.96
Stock Issued During Period, Shares, New Issues				3,729,730
Merger agreement \| Subscription agreements
Business Acquisition [Line Items]
Issue price (in dollars per share) \| $ / shares			$ 10.00
Stock Issued During Period, Shares, New Issues			1,000,000
Aggregate purchase price \| $			$ 10,000
Merger agreement \| Stockholders of NeuroRx
Business Acquisition [Line Items]
Exchange Ratio	3.16	4.96	3.16
Consideration (in shares)	50,000,000
Issue price (in dollars per share) \| $ / shares	$ 0.001

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2022

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

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


	December 31,
		2022		2021
Prepaid expenses and other current assets:
Prepaid insurance	$	3,167	$	3,224
Prepaid clinical development expenses		1,966		512
Other prepaid expenses		331		345
Prepaid legal expenses		270		—
Other current receivables		7		—
Prepaid manufacturing expenses		—		1,028
Total prepaid expenses and other current assets	$	5,741	$	5,109

Debt (Details) - USD ($) $ in Thousands		12 Months Ended
Debt (Details) - USD ($) $ in Thousands	Apr. 06, 2022	Dec. 31, 2022	Apr. 06, 2020
Repayment of note payable		$ (518)
Relief Therapeutics loan [Member]
Related party loan			$ 500
Interest rate			2.00%
Repayment of note payable	$ 100

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation	$ 2.2
Weighted-average period	1 year 7 months 6 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 1.12	$ 16.57

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

NeuroRx was determined to be the accounting acquirer based on the following predominant factors:

●

NeuroRx’s shareholders have the largest portion of voting rights in the Company;

●

the Board and Management are primarily composed of individuals associated with NeuroRx; and

●

NeuroRx was the larger entity based on historical operating activity and NeuroRx had the larger employee base at the time of the Merger.

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

Convertible Note Payable

Stock-Based Compensation

Modification of stock options and warrants

Warrants

Income Taxes

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


	December 31,
	2022	2021
Stock options	2,548,849	2,400,315
Restricted stock awards	1,000,000	—
Common stock warrants	16,484,923	9,305,790
Earnout Shares	—	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	—	1,247,930

Recent Accounting Pronouncements

Equity - Additional Information (Details) $ / shares in Units, $ in Thousands					12 Months Ended
	Oct. 15, 2021 shares	May 24, 2021 shares	May 23, 2021	Mar. 28, 2021 shares	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares	Mar. 31, 2020 shares
Stockholders Equity [Line Items]
Common stock, shares authorized					500,000,000	500,000,000
Common stock, par value \| $ / shares					$ 0.001	$ 0.001
Shares of common stock sold					49,605
Number of shares issued upon exercise of warrants					49,605	516,025
Issuance of common stock for exercise of warrants and Unit Purchase Options \| $						$ 16,700
Contingently issuable Earnout Shares Excluded from EPS computation						1,044,453
Common stock issued for consulting services (in shares)						4,834,045
Non-cash consulting expense \| $						$ 53,837
Common stock and warrants issued in private placement, net of issuance costs (in shares)					7,824,727
Common stock issued \| $						$ 9,624
Proceeds from sale of common stock \| $					$ 100
Awarded to employees as bonus for services provided					1,844,640	892,224
Compensation expenses \| $					$ 3,628	$ 7,785
Loss on settlement of accounts payable \| $						$ (121)
Preferred stock, shares authorized					50,000,000	50,000,000
Preferred stock, shares issued					0	0
Preferred stock, par value \| $ / shares					$ 0.001	$ 0.001
Number of shares outstanding					0	0
Warrant issued					8,215,963	6,193,449
Warrants, exercise price per share \| $ / shares					$ 6.49	$ 9.09	$ 1.09
Gross proceeds from exercise of warrants \| $						$ 100
Proceeds from exercise of warrant \| $						16,699
Number of shares issued upon exercise of warrants \| $					$ 10	16,699
Net impact to additional paid-in capital \| $						$ 60,852
Number of outstanding warrants					16,484,923	9,305,790	3,075,470
Change in fair value of the warrants \| $					$ (255)	$ (1,692)
Unamortized compensation costs \| $					2,200
Substitute Warrants
Stockholders Equity [Line Items]
Warrants, exercise price per share \| $ / shares						$ 2.45
Warrants exercised						4,909,066
Incremental compensation costs \| $					$ 2,300
Public Warrants
Stockholders Equity [Line Items]
Warrants, exercise price per share \| $ / shares					$ 11.50
Number of outstanding warrants					3,450,000
Number of shares per warrant					1
Warrants expiration term					5 years
Redemption price per warrant (in dollars per share) \| $ / shares					$ 0.01
Minimum threshold written notice period for redemption of warrants					30 days
Stock price trigger for redemption of warrants (in dollars per share) \| $ / shares					$ 21.00
Threshold trading days for redemption of warrants \| D					20
Redemption period \| D					30
Placement Warrants
Stockholders Equity [Line Items]
Number of outstanding warrants					136,250
GEM Warrant
Stockholders Equity [Line Items]
Number of shares issued upon exercise of warrants				1,496,216
Merger agreement
Stockholders Equity [Line Items]
Merger and PIPE Financing shares - common stock						3,729,730
Exchange Ratio		3.16	4.96
Merger agreement \| Stockholders of NeuroRx
Stockholders Equity [Line Items]
Exchange Ratio		3.16	4.96		3.16
VaccineCo
Stockholders Equity [Line Items]
Merger and PIPE Financing shares - common stock	4,000,000
Convertible Series A Preferred Stock [Member]
Stockholders Equity [Line Items]
Convertible preferred stock, liquidation preference per share \| $ / shares					$ 1.00
Convertible Series A Preferred Stock [Member] \| Legacy NeuroRx Warrants
Stockholders Equity [Line Items]
Preferred stock, shares authorized					1,000,000
Preferred stock, par value \| $ / shares					$ 0.001
Convertible Series B-1 Preferred Stock [Member]
Stockholders Equity [Line Items]
Convertible preferred stock, liquidation preference per share \| $ / shares					$ 7.58
Convertible Series B-1 Preferred Stock [Member] \| Legacy NeuroRx Warrants
Stockholders Equity [Line Items]
Preferred stock, shares authorized					1,050,695
Convertible Series B-1A Preferred Stock [Member]
Stockholders Equity [Line Items]
Convertible preferred stock, liquidation preference per share \| $ / shares					$ 6.82
Convertible Series B-1A Preferred Stock [Member] \| Legacy NeuroRx Warrants
Stockholders Equity [Line Items]
Preferred stock, shares authorized					316,848
General and Administrative Expense [Member]
Stockholders Equity [Line Items]
Non-cash consulting expense \| $						$ 53,800
Compensation expenses \| $					$ 3,002	$ 6,500
Common Stock
Stockholders Equity [Line Items]
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)						3,830,586
Number of shares issued upon exercise of warrants						565,630
Common stock and warrants issued in private placement, net of issuance costs (in shares)						3,642,727
Proceeds from sale of common stock \| $						$ 37,000
Awarded to employees as bonus for services provided					200,000
Common Stock \| General and Administrative Expense [Member]
Stockholders Equity [Line Items]
Compensation expenses \| $						$ 4,800
Legacy NeuroRx Preferred Stock \| Stockholders of NeuroRx
Stockholders Equity [Line Items]
Exchange Ratio		3.16
Legacy NeuroRx Preferred Stock \| Convertible Series A Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, conversion basis					one share of common stock for each preferred share
Number of shares outstanding		2,367,543
Shares issued upon conversion		7,480,836
Legacy NeuroRx Preferred Stock \| Convertible Series B-2 Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, shares authorized							100,000
Preferred stock, shares issued							0.001	4,167
Preferred stock, conversion basis							one share of common stock for each share of B-2 Preferred Stock
Convertible preferred stock, liquidation preference per share \| $ / shares							$ 12.00
Number of shares outstanding		4,167
Shares issued upon conversion		13,168

Stock-Based Compensation - Recognition of stock-based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 3,628	$ 7,785
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	3,002	6,500
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 626	$ 1,285

Fair Value Measurements - Reconciliation of warrant liabilities (Details) - Common stock warrant [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 292
Additions pursuant to Merger		$ 1,984
Gain upon re-measurement	(255)	(1,692)
Balance at the end	$ 37	$ 292

Liquidity (Details) - USD ($)				12 Months Ended
Liquidity (Details) - USD ($)	Mar. 08, 2023	Nov. 04, 2022	Feb. 02, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Cash				$ 20,100,000
Common stock and warrants issued in private placement, net of issuance costs (in shares)				7,824,727
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs				$ 22,702,000	$ 27,359,000
Warrants, exercise price per share				$ 6.49	$ 9.09	$ 1.09
Proceeds from offering	$ 2,900,000
Common Stock
Debt Instrument [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)				7,824,727	2,727,273
Common stock issued (in shares)					915,454
Subsequent Event [Member]
Debt Instrument [Line Items]
Stock transfer lock in period	6 months
Warrants, exercise price per share	$ 0.75
Warrants exercisable beginning term	6 months
Warrants expiration term	5 years
Subsequent Event [Member] \| Investor Warrants [Member]
Debt Instrument [Line Items]
Common stock issued (in shares)	3,866,666
Subsequent Event [Member] \| Common Stock
Debt Instrument [Line Items]
Warrants exercised	3,866,666
Issue price (in dollars per share)	$ 0.75
Promissory Note 9% Redeemable [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		9.00%
Debt Instrument, Face Amount		$ 11,000,000.0
Debt Instrument, Term		18 months
Debt discount		$ 1,000,000.0		$ 1,000
Debt Instrument, Redemption Price, Percentage		110.00%
Private Placement
Debt Instrument [Line Items]
Proceeds from issuance of Common stock, net of transaction costs			$ 25,000,000.0
Price per share			$ 3.195
Common stock issued (in shares)			7,824,727
Preferred Investment Options
Debt Instrument [Line Items]
Price per share			$ 3.07
Common stock issued (in shares)			7,824,727

Reverse Recapitalization

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization

Reverse Recapitalization

4. Reverse Recapitalization

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

Pursuant to the Merger Agreement, the aggregate consideration payable to stockholders of NeuroRx at the Closing Date consists of 50,000,000 shares (“Closing Consideration”) of BRPA common stock, par value $0.001 per share (“Common Stock”). At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Merger Agreement, each share of NeuroRx common stock, par value $0.001 per share, and each share of the NeuroRx convertible preferred stock that was convertible into a share of NeuroRx common stock at a one-to-one ratio pursuant to the NeuroRx certificate of incorporation, was converted into Common Stock equal to 3.16 (the “Exchange Ratio”).

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 had the contingent right to receive their pro rata portion of (i) an aggregate of 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 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”). 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 was remeasured at fair value each period end thereafter until 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 Shares and Earnout Cash 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. As of December 31, 2022, the Earnout Shares Milestone and Earnout Cash Milestone were not achieved, and the Earnout Cash liability was relieved and the Earnout Shares issued under stock options, warrants, and restricted common stock for stock option exercises were cancelled.

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.

As neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurred, each Substitute Option and Substitute Warrant was adjusted based on the Exchange Ratio. For the Substitute Options and Substitute Warrants that were exercised prior to December 31, 2022, NRx Pharmaceuticals retained any shares forfeited by the option or warrant holders in connection with the adjustment.

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 Consolidated Statement of Cash Flows for the year ended December 31, 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 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the year ended December 31, 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 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	$	(26,616)

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.

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	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
Former CEO
Related Party Transaction [Line Items]
Payment to related party	0.9	0.4
Chief Executive Officer Son [Member]
Related Party Transaction [Line Items]
Payment to related party	0.1
Chief Executive Officer Son [Member] \| Maximum
Related Party Transaction [Line Items]
Payment to related party		0.1
Glytech Agreement [Member]
Related Party Transaction [Line Items]
Payment to related party	0.3	0.3
PillTracker SOW
Related Party Transaction [Line Items]
Payment to related party	$ 0.2	$ 1.0

Equity (Tables)

12 Months Ended

Dec. 31, 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, 2020 (as previously reported)	620,055	11.08	$	14.61	$	22,128
Retroactive application of reverse recapitalization (Note 4)	2,455,415	—		(13.53)		—
Outstanding as of December 31, 2020, effect of Merger (Note 4)	3,075,470	4.34		1.09		150,956
Issued	6,193,449	1.90		4.62		115,941
Assumed	3,586,250	5.00		11.50		45,725
Exercised	(3,330,956)	—		(3.19)		(67,412)
Forfeited	(218,423)	—		(1.53)		(1,501)
Outstanding as of December 31, 2021	9,305,790	3.62		9.09		4,942
Issued	8,215,963	5.50		3.11		—
Expired	(1,036,830)	(2.62)		(3.05)		—
Outstanding as of December 31, 2022	16,484,923	3.59	$	6.49	$	—

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		—		—

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

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

Summary of fair value hierarchy

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


		December 31		December 31
Description	Level	2022		2021

Assets:
Money Market Account	1	$	15,249	$	—

Liabilities:
Warrant liabilities (Note 10)	3	$	37	$	292
Earnout Cash liability (Note 4)	3	$	—	$	4,582
Convertible note payable (Note 7)	3	$	10,525	$	—

Summary of Convertible note payable


	December 31, 2022
Par value of the Note	$	11,020
Debt discount, net		(1,000)
Carrying value of the Note		10,020
Change in fair value of Note		505
Total carrying value of Note	$	10,525

Convertible note payable - current portion	$	7,703
Convertible note payable, net of current portion	$	2,822

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:


	December 31, 2022		December 31, 2021
Stock price on valuation date	$	1.11	$	4.78
Exercise price per share	$	11.50	$	11.50
Expected life		3.40		4.40
Volatility		100.0%		82.8%
Risk-free rate		4.17%		1.17%
Dividend yield		0.00%		0.00%
Fair value of warrants	$	0.26	$	2.14

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):


	December 31, 2022
Balance as of December 31, 2020	$	—
Additions pursuant to Merger		1,984
Gain upon re-measurement		(1,692)
Balance as of December 31, 2021	$	292
Gain upon re-measurement		(255)
Balance as of December 31, 2022	$	37

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):


	December 31, 2022
Balance as of December 31, 2020	$	—
Additions pursuant to Merger		25,520
Gain upon re-measurement		(20,938)
Balance as of December 31, 2021	$	4,582
Gain upon re-measurement		(4,582)
Balance as of December 31, 2022	$	—

Convertible notes payable | Level 3

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

Summary of Convertible note payable


	December 31, 2022
Par value of the Note	$	11,020
Debt discount, net		(1,000)
Carrying value of the Note		10,020
Change in fair value of Note		505
Total carrying value of Note	$	10,525

Convertible note payable - current portion	$	7,703
Convertible note payable, net of current portion	$	2,822

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

11. Fair Value Measurements

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2022 and 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 years ended December 31, 2022 and 2021. The estimated fair value of our long-term debt approximates its carrying value, as the interest rate is in line with the market interest rates for this type of debt (see Note 7 – Debt for additional information). The carrying value of notes payable approximated the estimated fair values due to their recent issuances. The fair value of the convertible note payable was estimated utilizing a Monte Carlo simulation during the year ended December 31, 2022.

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 December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


		December 31		December 31
Description	Level	2022		2021

Assets:
Money Market Account	1	$	15,249	$	—

Liabilities:
Warrant liabilities (Note 10)	3	$	37	$	292
Earnout Cash liability (Note 4)	3	$	—	$	4,582
Convertible note payable (Note 7)	3	$	10,525	$	—

Convertible Note Payable

The following table sets forth a summary of the changes in the fair value of the Company’s convertible note payable categorized within Level 3 of the fair value hierarchy:


	December 31, 2022
Par value of the Note	$	11,020
Debt discount, net		(1,000)
Carrying value of the Note		10,020
Change in fair value of Note		505
Total carrying value of Note	$	10,525

Convertible note payable - current portion	$	7,703
Convertible note payable, net of current portion	$	2,822

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:


	December 31, 2022		December 31, 2021
Stock price on valuation date	$	1.11	$	4.78
Exercise price per share	$	11.50	$	11.50
Expected life		3.40		4.40
Volatility		100.0%		82.8%
Risk-free rate		4.17%		1.17%
Dividend yield		0.00%		0.00%
Fair value of warrants	$	0.26	$	2.14

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


	December 31, 2022
Balance as of December 31, 2020	$	—
Additions pursuant to Merger		1,984
Gain upon re-measurement		(1,692)
Balance as of December 31, 2021	$	292
Gain upon re-measurement		(255)
Balance as of December 31, 2022	$	37

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. As of December 31, 2022, (i) the ZYESAMI NIH Phase III trial was stopped due to futility, and (ii) NRX-101 Phase III trial has not yet started, the earnout milestones were not achieved and the Earnout Cash liability was reduced to zero.

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


	December 31, 2022
Balance as of December 31, 2020	$	—
Additions pursuant to Merger		25,520
Gain upon re-measurement		(20,938)
Balance as of December 31, 2021	$	4,582
Gain upon re-measurement		(4,582)
Balance as of December 31, 2022	$	—

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 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, 2020 (as previously reported)	486,755	$	10.79	$	8.8	$	19,572

Retroactive application of reverse recapitalization (Note 4)	1,927,548		(8.62)	—		—
Outstanding as of December 31, 2020, effect of Merger (Note 4)	2,414,303	$	2.17	8.2	$	53,660
Options granted	892,224		13.95	9.9		3,825
Forfeited	(390,187)		(3.73)	—		(7,562)
Exercised	(516,025)		(2.23)	—		(3,645)
Outstanding as of December 31, 2021	2,400,315	$	6.28	7.8	$	4,224
Options granted	1,844,640		1.45	9.4		—
Forfeited	(742,736)		(5.66)	(0.6)		—
Expired	(903,765)		(5.79)	—		—
Exercised	(49,605)		(0.20)	(3.2)		—
Outstanding as of December 31, 2022	2,548,849	$	(0.20)	(3.2)	$	2,549
Options vested and exercisable as of December 31, 2022	863,746	$	4.75	6.3	$	148

Summary of recognition of stock-based compensation

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


	Years Ended December 31,
	2022		2021
Stock-based compensation expense
General and administrative	$	3,002	$	6,500
Research and development		626		1,285
Total stock-based compensation expense	$	3,628	$	7,785

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 December 31, 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


	December 31,
	2022		2021
Exercise price		$0.51-$3.10		$6.44-$23.41
Risk-free rate of interest		1.80%-4.36%		0.69%-1.45%
Expected term (years)		5.3-6.5		5.25-6.5
Expected stock price volatility		94.9%-147.8%		80.0%-85.9%
Dividend yield		—		—

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 ,shares at Dec. 31, 2020	42,973,462
Common stock issued	$ 1	9,623		9,624
Common stock issued (in shares)	915,454
Reclassification of settlement liability upon issuance of warrant		60,852		60,852
Effect of Merger and recapitalization, net of redemptions and issuance costs	$ 2	(26,618)		(26,616)
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 (in shares)	1,000,000
Common stock issued pursuant to PIPE financing, net of issuance costs	$ 1	8,099		8,100
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		1,015		1,015
Modification of warrants pursuant to Merger		2,330		2,330
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
Issuance of common stock for exercise of warrants and Unit Purchase Options	$ 4	16,695		$ 16,699
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)	3,830,586			516,025
Common stock issued for consulting services	$ 5	48,982		$ 48,987
Common stock issued for consulting services (in shares)	4,634,045			4,834,045
Stock-based compensation		4,440		$ 4,440
Net income (loss)			(93,063)	(93,063)
Ending balance at Dec. 31, 2021	$ 59	203,990	(183,243)	20,806
Ending balance ,shares at Dec. 31, 2021	58,810,550
Common stock and warrants issued in private placement, net of issuance costs	$ 8	22,694		$ 22,702
Common stock and warrants issued in private placement, net of issuance costs (in shares)	7,824,727			7,824,727
Issuance of common stock for exercise of warrants and Unit Purchase Options		10		$ 10
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)	49,605			49,605
Common stock issued for consulting services		17		$ 17
Common stock issued for consulting services (in shares)	6,037
Restricted stock awards granted	$ 1	(1)
Restricted stock awards granted (in shares)	1,000,000
Earnout Stock Retired During Period, Value	$ (1)	1
Earnout Stock Retired During Period, Shares	1,247,930
Stock-based compensation		3,628		3,628
Net income (loss)			(39,754)	(39,754)
Ending balance at Dec. 31, 2022	$ 67	$ 230,339	$ (222,997)	$ 7,409
Ending balance ,shares at Dec. 31, 2022	66,442,989

Subsequent Events (Details) - USD ($)				12 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 29, 2023	Mar. 08, 2023	Jul. 12, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Warrants, exercise price per share				$ 6.49	$ 9.09	$ 1.09
Proceeds from offering		$ 2,900,000
Related Party, Minimum Performance Based Annual Bonus	$ 250,000
Number of shares available for issuance	500,000
Restricted Stock [Member]
Subsequent Event [Line Items]
Shares granted			1,000,000	1,000,000
Restrictions Removed on New Drug Application Date [Member]
Subsequent Event [Line Items]
Shares granted	250,000
Restrictions Removed on New Drug Approval Date [Member]
Subsequent Event [Line Items]
Shares granted	250,000
2021 Omnibus Incentive Plan
Subsequent Event [Line Items]
Number of shares available for issuance				299,784
Dr. Jonathan Javitt [Member]
Subsequent Event [Line Items]
Payment Rate to Related Party Per Year	$ 575,000
Payment Rate to Related Party Per Month	$ 47,916.67
Common Stock
Subsequent Event [Line Items]
Common stock issued (in shares)					915,454
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock transfer lock in period		6 months
Warrants, exercise price per share		$ 0.75
Warrants exercisable beginning term		6 months
Warrants expiration term		5 years
Subsequent Event [Member] \| Investor Warrants [Member]
Subsequent Event [Line Items]
Common stock issued (in shares)		3,866,666
Subsequent Event [Member] \| Common Stock
Subsequent Event [Line Items]
Warrants exercised		3,866,666
Issue price (in dollars per share)		$ 0.75

Fair Value Measurements - Warrant liabilities (Details) - Recurring basis - Level 3 - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock price on valuation date	$ 1.11	$ 4.78
Exercise price per share	$ 11.50	$ 11.50
Expected life	3 years 4 months 24 days	4 years 4 months 24 days
Volatility	100.00%	82.80%
Risk-free rate	4.17%	1.17%
Dividend yield	0.00%	0.00%
Fair value of warrants	$ 0.26	$ 2.14

Equity - Assumed Placement Warrants (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Number of outstanding warrants	16,484,923	9,305,790	3,075,470
Change in fair value of warrant liability	$ 255	$ 1,692
Placement Warrants
Class of Stock [Line Items]
Number of outstanding warrants	136,250
Change in fair value of warrant liability	$ 300	$ 1,700

Debt - Convertible note payable (Details) - USD ($)	12 Months Ended
Debt - Convertible note payable (Details) - USD ($)	Dec. 31, 2022	Nov. 04, 2022
Short-term Debt [Line Items]
Increase (Decrease) In Fair Value Of Convertible Debt	$ (505,000)
Promissory Note 9% Redeemable [Member]
Short-term Debt [Line Items]
Par value of the Note	11,020
Debt discount	(1,000)	$ (1,000,000.0)
Carrying value of the Note	10,020
Increase (Decrease) In Fair Value Of Convertible Debt	505
Total carrying value of Note	10,525
Convertible note payable - current portion	7,703
Convertible note payable, net of current portion	$ 2,822

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Summary of Significant Accounting Policies (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,548,849	2,400,315
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
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	16,484,923	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
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		1,247,930

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	December 31,
		2022		2021
Prepaid expenses and other current assets:
Prepaid insurance	$	3,167	$	3,224
Prepaid clinical development expenses		1,966		512
Other prepaid expenses		331		345
Prepaid legal expenses		270		—
Other current receivables		7		—
Prepaid manufacturing expenses		—		1,028
Total prepaid expenses and other current assets	$	5,741	$	5,109

Equity - Assumed Public Warrants (Details)	12 Months Ended
Equity - Assumed Public Warrants (Details)	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Number of outstanding warrants	16,484,923	9,305,790	3,075,470
Warrants, exercise price per share \| $ / shares	$ 6.49	$ 9.09	$ 1.09
Warrants exercised during period		3,330,956
Public Warrants
Class of Stock [Line Items]
Number of outstanding warrants	3,450,000
Number of shares per warrant	1
Warrants, exercise price per share \| $ / shares	$ 11.50
Warrants expiration term	5 years
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of warrants	30 days
Stock price trigger for redemption of warrants (in dollars per share) \| $ / shares	$ 21.00
Threshold trading days for redemption of warrants \| D	20
Redemption Period \| D	30
Warrants exercised during period	0	1,144

Stock-Based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Outstanding at the beginning (in shares)	2,400,315	2,414,303
Granted (in shares)	1,844,640	892,224
Forfeited (in shares)	(742,736)	(390,187)
Expired (in shares)	(903,765)
Exercised (in shares)	(49,605)	(516,025)
Outstanding at the end (in shares)	2,548,849	2,400,315	2,414,303
Options vested and exercisable (in shares)	863,746
Weighted average exercise price
Outstanding at the beginning (in dollars per share)	$ 6.28	$ 2.17
Granted (in dollars per share)	1.45	13.95
Forfeited (in dollars per share)	(5.66)	(3.73)
Expired (in dollars per share)	(5.79)
Exercised (in dollars per share)	(0.20)	(2.23)
Outstanding at the end (in dollars per share)	0.20	$ 6.28	$ 2.17
Options vested and exercisable (in dollars per share)	$ 4.75
Weighted average remaining remaining term (in years)
Outstanding (in years)		7 years 9 months 18 days	8 years 2 months 12 days
Granted (in years)	9 years 4 months 24 days	9 years 10 months 24 days
Forfeited (in years)		0 years
Expired (in years)	0 years
Exercised (in years)		0 years
Options vested and exercisable (in years)	6 years 3 months 18 days
Aggregate intrinsic value
Outstanding at the beginning (in dollars)	$ 4,224	$ 53,660
Granted (in dollars)		3,825
Forfeited (in dollars)		(7,562)
Exercised (in dollars)		(3,645)
Outstanding at the end (in dollars)	2,549	$ 4,224	$ 53,660
Options vested and exercisable	$ 148
As previously reported
Number of shares
Outstanding at the beginning (as previously reported) (in shares)			486,755
Weighted average exercise price
Outstanding at the beginning (as previously reported)			$ 10.79
Weighted average remaining remaining term (in years)
Outstanding at the beginning (as previously reported) (in years)			8 years 9 months 18 days
Aggregate intrinsic value
Outstanding at the beginning (as previously reported) (in dollars)			$ 19,572
Retroactive application of reverse recapitalization
Number of shares
Retroactive application of reverse recapitalization (in shares)			1,927,548
Weighted average exercise price
Retroactive application of reverse recapitalization (in dollars per share)			$ (8.62)

Stock-Based Compensation - 2016 Omnibus Incentive Plan (Details) $ / shares in Units, $ in Millions			12 Months Ended
	May 24, 2021 $ / shares shares	May 23, 2021	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase shares of common Stock \| shares			2,400,315	2,548,849	2,414,303
Exercise price \| $ / shares			$ 6.28	$ 0.20	$ 2.17
Vested substitute options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation costs \| $			$ 1.0
General and Administrative Expense [Member] \| Vested substitute options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation costs \| $			1.0
Research and Development Expense [Member] \| Vested substitute options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation costs \| $			$ 0.1
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 \| shares	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 \| shares				3,472,000

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

Commitments and Contingencies (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 28, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Additional settlement liability			$ 21,366
Number of shares issued upon exercise of warrants		49,605	516,025
Proceeds from issuance of common stock for exercise of warrant			$ 16,699
Prepaid expenses and other current assets		$ 5,741	5,109
GEM Warrant [Member]
Commitments and Contingencies [Line Items]
Number of shares issued upon exercise of warrants	1,496,216
Maximum [Member]
Commitments and Contingencies [Line Items]
Operating Lease, Expense		100	$ 100
Sponsored Research Agreement [Member]
Commitments and Contingencies [Line Items]
Research commitments		$ 400