0001558370-23-009950 | 10-Q | XBRL Viewer

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Liquidity (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 08, 2023	Mar. 31, 2023
Debt Instrument [Line Items]
Cash		$ 16.5
Common stock and warrants issued, net of issuance costs (in shares)		7,824,727
Securities Purchase Agreement
Debt Instrument [Line Items]
Common stock and warrants issued, net of issuance costs (in shares)	3,866,666
Price per unit	$ 0.75

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Beginning balance at Dec. 31, 2021	$ 59	$ 203,990	$ (183,243)		$ 20,806
Beginning balance ,shares at Dec. 31, 2021	58,810,550
Common stock and warrants issued, net of issuance costs	$ 8	22,972			22,980
Common stock and warrants issued, net of issuance costs (in shares)	7,824,727
Common stock issued for consulting services		17			17
Common stock issued for consulting services (in shares)	6,037
Stock-based compensation		1,334			1,334
Net loss			(13,448)		(13,448)
Ending balance at Mar. 31, 2022	$ 67	228,313	(196,691)		31,689
Ending balance ,shares at Mar. 31, 2022	66,641,314
Beginning balance at Dec. 31, 2022	$ 67	230,339	(222,997)		7,409
Beginning balance ,shares at Dec. 31, 2022	66,442,989
Common stock and warrants issued, net of issuance costs	$ 3	2,542			$ 2,545
Common stock and warrants issued, net of issuance costs (in shares)	3,866,666				7,824,727
Change in fair value of convertible note attributed to credit risk				$ 106	$ 106
Stock-based compensation		695			695
Net loss			(11,039)		(11,039)
Ending balance at Mar. 31, 2023	$ 70	$ 233,576	$ (234,036)	$ 106	$ (284)
Ending balance ,shares at Mar. 31, 2023	70,309,655

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Equity - Schedule of Warrant Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Total Warrants
Outstanding at the beginning	16,484,923
Issued	3,866,666
Outstanding at the end	20,351,589	16,484,923
Weighted Average Remaining Term
Outstanding	3 years 7 months 24 days	3 years 7 months 2 days
Issued (in years)	11 months 8 days
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 6.49
Issued (in dollars per share)	0.14
Outstanding at the end (in dollars per share)	$ 5.40	$ 6.49
Public Warrants
Total Warrants
Exercised	0
Outstanding at the end	3,450,000
Weighted Average Exercise Price
Outstanding at the end (in dollars per share)	$ 11.50

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

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


	Three Months Ended March 31,
	2023	2022
Stock options	2,548,849	2,906,948
Restricted stock awards	1,000,000	—
Common stock warrants	20,351,589	17,521,753
Earnout Shares	—	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	—	1,229,925

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	March 31, 2023		December 31, 2022
	(Unaudited)
Prepaid expenses and other current assets:
Prepaid clinical development expenses	$	3,253	$	1,966
Prepaid insurance		1,510		3,167
Other prepaid expenses		322		331
Prepaid legal expenses		159		270
Other current receivables		6		7
Total prepaid expenses and other current assets	$	5,250	$	5,741

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 3,253	$ 1,966
Prepaid clinical development expenses	1,510	3,167
Other prepaid expenses	322	331
Prepaid legal expenses	159	270
Other current receivables	6	7
Total prepaid expenses and other current assets	$ 5,250	$ 5,741

Debt - Convertible note payable (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Short-term Debt [Line Items]
Par value of the Note	$ 11,020
Debt discount	(497)
Carrying value of the Note	10,523
Increase (Decrease) In Fair Value Of Convertible Debt	(1,772)
Total carrying value of Note	12,189
Convertible note payable - current portion	$ 12,189
Promissory Note 9% Redeemable [Member]
Short-term Debt [Line Items]
Par value of the Note		$ 11,020
Debt discount		(1,000)
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

Debt - Convertible Note (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Debt - Convertible Note (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Nov. 04, 2022
Debt discount	$ 497
Change in fair value of convertible note payable	$ 1,772
Promissory Note 9% Redeemable [Member]
Unsecured promissory note			$ 11,000
Debt discount		$ 1,000
Change in fair value of convertible note payable		$ 505

Equity (Tables)

3 Months Ended

Mar. 31, 2023

Equity

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, 2022	16,484,923	3.59	$	6.49		—
Issued	3,866,666	0.94		0.14		—
Outstanding as of March 31, 2023	20,351,589	3.65	$	5.40	$	—

Stock-Based Compensation - 2016 Omnibus Incentive Plan (Details)	May 24, 2021 $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase shares of common Stock		2,548,849	2,548,849
Exercise price \| $ / shares		$ 3.32	$ 3.32
Merger agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exchange Ratio	3.16
Options to purchase shares of common Stock	2,895,423
Exercise price \| $ / shares	$ 5.10
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance		3,472,000

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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	2,906,948
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	20,351,589	17,521,753
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		1,229,925

Equity - Assumed Public Warrants (Details) - $ / shares	3 Months Ended
Equity - Assumed Public Warrants (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Number of outstanding warrants	20,351,589	16,484,923
Warrants, exercise price per share	$ 5.40	$ 6.49
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	$ 11.50
Warrants expiration term	5 years
Warrants exercised during period	0

Commitments and Contingencies - GEM Share Subscription Facility Agreement (Details) $ / shares in Units, $ in Millions, $ in Millions	Aug. 12, 2022 USD ($)	Aug. 12, 2022 HKD ($)	Mar. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
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]
Accrued Settlement Expense				$ 39.5
Additional settlement liability			$ 21.4
GEM Share Subscription Facility Agreement \| Pending Litigation
Related Party Transaction [Line Items]
Damages sought	$ 1.9	$ 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			$ 7.5

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Related Party Transactions

12. Related Party Transactions

The Company licenses patents that are owned by Glytech, LLC (“Glytech”), pursuant to a license agreement (the “Glytech Agreement”). Glytech is owned by a co-founder and former director of the Company. The Glytech Agreement requires that the Company pay Glytech for ongoing scientific support and also reimburse Glytech for expenses of obtaining and maintaining patents that are licensed to NRx Pharmaceuticals. During the three months ended March 31, 2023 and 2022, the Company paid Glytech $0.1 million and $0.1 million, respectively, for continuing technology support services and reimbursed expenses. These support services are ongoing.

The Fourth Amendment to the Glytech Agreement, effective as of December 31, 2020, includes an equity value-triggered transfer of Excluded Technology from Glytech to NRx Pharmaceuticals. The Excluded Technology is defined in the Glytech Agreement as any technology, and any know-how related thereto, covered in the licensed patents that do not recite either D-cycloserine or lurasidone individually or jointly. This definition would cover pharmaceutical formulations, including some that NRx Pharmaceuticals considers “pipeline” or “future product” opportunities, that contain a combination of pharmaceutical components different from those contained in NRX-100 and NRX-101. 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). The Glytech Agreement was amended to extend the period to meet these conditions until May 15, 2023. The Company and Glytech may seek to extend this period beyond May 15, 2023 if additional time is needed to consummate a transaction.

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 $0.3 million and $0.4 million during the three months ended March 31, 2023 and 2022, respectively.

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 $0.6 million per year, payable monthly (i.e., less than $0.1 million per month), and a performance-based annual bonus with a minimum target of $0.3 million, 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). As of March 31, 2023, the Board of Directors have not approved the grant of restricted stock.

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.

Zachary Javitt is the son of Dr. Jonathan Javitt. Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s CEO and the Company’s Senior Director of Global Communications, who are responsible for assuring that the services are provided on financial terms that are at market. The Company paid this family member a total of less than $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, 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 during the three months ended March 31, 2022.

Included in accounts payable were less than $0.1 million and less than $0.1 million due to the above related parties as of March 31, 2023 and December 31, 2022, respectively.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 16,506	$ 20,054
Prepaid expenses and other current assets	5,250	5,741
Total current assets	21,756	25,795
Other assets	24	21
Total assets	21,780	25,816
Current liabilities:
Accounts payable	3,776	2,076
Accrued and other current liabilities	5,054	4,855
Accrued clinical site costs	1,020	914
Convertible note payable and accrued interest - short term	12,189	7,703
Warrant liabilities	25	37
Total current liabilities	22,064	15,585
Convertible note payable and accrued interest - long term		2,822
Total liabilities	22,064	18,407
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
Common stock, $0.001 par value, 500,000,000 shares authorized; 70,309,655 and 66,442,989 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	70	67
Additional paid-in capital	233,576	230,339
Accumulated other comprehensive income	106
Accumulated deficit	(234,036)	(222,997)
Total stockholders' (deficit) equity	(284)	7,409
Total liabilities and stockholders' (deficit) equity	$ 21,780	$ 25,816

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and year ended December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


		March 31		December 31
Description	Level	2023		2022
		(Unaudited)
Assets:
Money Market Account	1	$	13,902	$	15,249

Liabilities:
Warrant liabilities (Note 10)	3	$	25	$	37
Convertible note payable (Note 6)	3	$	12,189	$	10,525

Summary of Convertible note payable


	March 31, 2023		December 31, 2022
	(Unaudited)
Par value of the Note	$	11,020	$	11,020
Debt discount		(497)		(1,000)
Carrying value of the Note before current period change in fair value		10,523		10,020
Fair value adjustment through earnings		1,772		505
Fair value adjustment through accumulated other comprehensive income		(106)		—
Total carrying value of Note	$	12,189	$	10,525

Convertible note payable - current portion	$	12,189	$	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:


	March 31, 2023
Stock price on valuation date	$	0.66
Exercise price per share	$	3.48 - 11.50
Expected life		0.02 - 3.15
Volatility		55.0 - 123.6%
Risk-free rate		3.79 - 4.77%
Dividend yield		0.00%
Fair value of warrants	$	0.00 - 0.19

Common stock warrant [Member]

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

Schedule of reconciliation of liabilities

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


	March 31, 2023
Balance as of December 31, 2022	$	37
Gain upon re-measurement		(12)
Balance as of March 31, 2023	$	25

Convertible notes payable | Level 3

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

Summary of Convertible note payable


	March 31, 2023		December 31, 2022
	(Unaudited)
Par value of the Note	$	11,020	$	11,020
Debt discount		(497)		(1,000)
Carrying value of the Note before current period change in fair value		10,523		10,020
Fair value adjustment through earnings		1,772		505
Fair value adjustment through accumulated other comprehensive income		(106)		—
Total carrying value of Note	$	12,189	$	10,525

Convertible note payable - current portion	$	12,189	$	7,703
Convertible note payable, net of current portion	$	—	$	2,822

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
Common stock and warrants issued, issuance costs	$ 351	$ 2,020

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

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

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, 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 10)

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. Deposits in financial institutions may, from time to time, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash. 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.

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. The portion of total changes in fair value of the convertible note attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. 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.

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 8 and 10).

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 loss per share reflects the potential dilution that could occur if stock options, restricted stock awards and warrants were to vest and be exercised. 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.


	Three Months Ended March 31,
	2023	2022
Stock options	2,548,849	2,906,948
Restricted stock awards	1,000,000	—
Common stock warrants	20,351,589	17,521,753
Earnout Shares	—	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	—	1,229,925

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. For the three-months ended March 31, 2023, there were no new accounting pronouncements or updates to recently issued accounting pronouncements disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, that management believes materially affect the Company’s present or future results of operations, overall financial condition, liquidity or disclosures.

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
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		$ 0.4
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	$ 0.1	0.1
PillTracker SOW
Related Party Transaction [Line Items]
Payment to related party		$ 0.2

Fair Value Measurements - Convertible Note Payable (Details) - Recurring basis - Level 3 - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Stock price on valuation date	$ 0.66
Dividend yield	0.00%
Minimum [Member]
Exercise price per share	$ 3.48
Expected life	7 days
Volatility	55.00%
Risk-free rate	3.79%
Fair value of warrants			$ 0.00
Maximum [Member]
Exercise price per share	$ 11.50
Expected life	3 years 1 month 24 days
Volatility	123.60%
Risk-free rate		4.77%
Fair value of warrants		$ 0.19

Equity - Additional Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended		12 Months Ended
	May 24, 2021	Mar. 28, 2021 shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
Stockholders Equity [Line Items]
Common stock, shares authorized			500,000,000		500,000,000
Common stock, par value \| $ / shares			$ 0.001		$ 0.001
Common stock and warrants issued, net of issuance costs (in shares)			7,824,727
Compensation expenses \| $			$ 695		$ 1,334
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			3,866,666
Warrants, exercise price per share \| $ / shares			$ 5.40		$ 6.49
Number of outstanding warrants			20,351,589		16,484,923
Change in fair value of the warrants \| $			$ (12)	$ (157)
Unamortized compensation costs \| $			1,600
Change in fair value of warrant liabilities \| $			$ (12)	(157)
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
Placement Warrants
Stockholders Equity [Line Items]
Change in fair value of warrant liabilities \| $			$ (100)	$ (100)
GEM Warrant
Stockholders Equity [Line Items]
Number of shares issued upon exercise of warrants		1,496,216
Merger agreement
Stockholders Equity [Line Items]
Exchange Ratio	3.16
Merger agreement \| Stockholders of NeuroRx
Stockholders Equity [Line Items]
Exchange Ratio			3.16
General and Administrative Expense [Member]
Stockholders Equity [Line Items]
Compensation expenses \| $			$ 591		$ 1,116

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 12, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		70,309,655
Entity Central Index Key	0001719406
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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

Stock-Based Compensation - Option Awards, assumptions (Details) - Stock Options	12 Months Ended
	Dec. 31, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price minimum	$ 0.51
Exercise price maximum	$ 3.10
Risk-free rate of interest, minimum	1.80%
Risk-free rate of interest, maximum	4.36%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 3 months 18 days
Expected stock price volatility	94.90%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 years 6 months
Expected stock price volatility	147.80%

Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Stock-Based Compensation

Stock-Based Compensation

9. 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 Exchange Ratio (of 3.16).

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.

2021 Omnibus Incentive Plan

As of March 31, 2023, 6,713,608 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. As of January 1, 2023, 664,430 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. As of March 31, 2023, 5,749,394 shares have been awarded and 964,214 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 Company did not grant any stock options during the three months ended March 31, 2023.

The following assumptions were used for the year ended December 31, 2022:


	December 31, 2022

Exercise price		$0.51 - $3.10
Risk-free rate of interest		1.8% - 4.36%
Expected term (years)		5.3 - 6.5
Expected stock price volatility		94.9% - 147.8%
Dividend yield		—

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


	Number of shares	Weighted average exercise price	Weighted average remaining contractual life (in years)	Aggregate intrinsic value (in thousands)
Outstanding as of December 31, 2022	2,548,849	$ 3.32	8.4	$ 618
Outstanding as of March 31, 2023	2,548,849	$ 3.32	8.1	$ 124
Options vested and exercisable as of March 31, 2023	1,023,018	$ 4.87	6.5	$ 75

The weighted average grant date fair value per share for employee stock and non-employee option grants during the three months ended March 31, 2022 was $2.27. At March 31, 2023, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted, was $1.6 million, of which the Company expects to recognize over a weighted-average period of approximately 1.2 years.

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


	Three months ended March 31,
	2023		2022
Stock-based compensation expense
General and administrative	$	591	$	1,116
Research and development		104		218
Total stock-based compensation expense	$	695	$	1,334

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, 2022	1,000,000	$ 0.57
Unvested Balance as of March 31, 2023	1,000,000	$ 0.57

As of March 31, 2023, total unrecognized compensation expense related to unvested RSAs granted was approximately $0.4 million, which is expected to be recognized over a weighted-average period of approximately 2.3 years.

Stock-based compensation expense related to RSAs was less than $0.1 million during the three months ended March 31, 2023.

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Measurements

Fair Value Measurements

10. Fair Value Measurements

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2023 and year ended December 31, 2022. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of warrants issued for services are estimated based on the Black-Scholes model during the three months ended March 31, 2023 and year ended December 31, 2022. The fair value of the convertible note payable was estimated utilizing a Monte Carlo simulation during the three months ended March 31, 2023 and 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 March 31, 2023 and year ended December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


		March 31		December 31
Description	Level	2023		2022
		(Unaudited)
Assets:
Money Market Account	1	$	13,902	$	15,249

Liabilities:
Warrant liabilities (Note 10)	3	$	25	$	37
Convertible note payable (Note 6)	3	$	12,189	$	10,525

Convertible Note Payable

The significant inputs used in the Monte Carlo simulation to measure the convertible note liability that is categorized within Level 3 of the fair value hierarchy are as follows:


	March 31, 2023
Stock price on valuation date	$	0.66
Time to expiration		1.09
Note market interest rate		17.1%
Equity volatility		125.0%
Volume volatility		420.0%
Risk-free rate		4.58%
Probability of default		14.6%

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 (in thousands):


	March 31, 2023		December 31, 2022
	(Unaudited)
Par value of the Note	$	11,020	$	11,020
Debt discount		(497)		(1,000)
Carrying value of the Note before current period change in fair value		10,523		10,020
Fair value adjustment through earnings		1,772		505
Fair value adjustment through accumulated other comprehensive income		(106)		—
Total carrying value of Note	$	12,189	$	10,525

Convertible note payable - current portion	$	12,189	$	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 and Substitute Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a 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 remaining 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:


	March 31, 2023
Stock price on valuation date	$	0.66
Exercise price per share	$	3.48 - 11.50
Expected life		0.02 - 3.15
Volatility		55.0 - 123.6%
Risk-free rate		3.79 - 4.77%
Dividend yield		0.00%
Fair value of warrants	$	0.00 - 0.19

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


	March 31, 2023
Balance as of December 31, 2022	$	37
Gain upon re-measurement		(12)
Balance as of March 31, 2023	$	25

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	70,309,655	66,442,989
Common stock, shares outstanding	70,309,655	66,442,989

Accrued and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

5. Accrued and Other Current Liabilities

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


		March 31, 2023		December 31, 2022
		(Unaudited)
Accrued and other current liabilities:
Other accrued expenses	$	2,720	$	2,616
Accrued employee expenses		1,149		923
Accrued research and development expenses		928		974
Professional services		257		342
Total accrued and other current liabilities	$	5,054	$	4,855

Equity

3 Months Ended

Mar. 31, 2023

Equity

Equity

8. Equity

Common Stock

Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company has authorized 500,000,000 shares of common stock with a par value of $0.001.

On March 8, 2023, the Company entered into a securities purchase agreement with certain 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 have an exercise price of $0.75 per share, are initially exercisable beginning six months following the date of issuance (the “Initial Exercise Date”) and expire 5 years from the Initial Exercise Date. The aggregate gross proceeds to the Company from the Offering were $2.9 million. The closing of the sale of these securities occurred on March 9, 2023. The securities are being issued pursuant to the Company’s registration statement on Form S-3 filed with the SEC on June 9, 2022 (File No. 333-265492) and became effective on June 21, 2022. The net proceeds after deducting debt issuance costs from this transaction were $2.5 million.

On February 8, 2023, the Company entered into a letter agreement with H.C. Wainwright & Co., LLC. Although they are not acting as the placement agent with respect to this offering, they are to be paid a cash fee equal to 3.0% of the amount raised, or approximately $0.1 million, in this offering pursuant to such agreement.

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

Preferred Stock

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

Common Stock Warrants

Substitute Warrants

In connection with the Merger, each warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into a warrant, based on the Exchange Ratio (of 3.16), that will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former warrant (the Substitute Warrants). 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.

The Company recognized a gain on the change in fair value of the Substitute Warrants for the three months ended March 31, 2023 and 2022, of less than $0.1 million and $0.1 million, respectively. Refer to Note 10 for further discussion of fair value measurement of the warrant liabilities.

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 of the Merger and expire five years after the Effective Time or earlier upon their redemption or liquidation of the Company.

During the three months ended March 31, 2023 and 2022 no Public Warrants were exercised.

Assumed Placement Warrants

Prior to the Merger, the Company had outstanding 136,250 Placement Warrants (the “Placement Warrants”). The Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classifies the Placement Warrants as derivative liabilities in its Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023. The Company measures the fair value of the Placement Warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s statements of operations for the current period.

The Company recognized a gain on the change in fair value of the Placement Warrants for the three months ended March 31, 2023 and 2022 of less than $0.1 million and less than $0.1 million, respectively. Refer to Note 10 for discussion of fair value measurement of the warrant liabilities.

Investor Warrants

On March 8, 2023 the Company issued 3,866,666 Warrants which were classified in stockholder’s equity. The measurement of fair value of the Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $0.72, exercise price of $0.75, term of five years, volatility of 123.6%, risk-free rate of 4.34%, and expected dividend rate of 0%). The grant date fair value of these Warrants was estimated to be $2.4 million on March 8, 2023 and is reflected within additional paid-in capital as of March 31, 2023.

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, 2022	16,484,923	3.59	$	6.49		—
Issued	3,866,666	0.94		0.14		—
Outstanding as of March 31, 2023	20,351,589	3.65	$	5.40	$	—

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
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-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
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-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
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-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
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-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-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
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Equity - Preferred Investment Options (Details)	3 Months Ended
Equity - Preferred Investment Options (Details)	Mar. 31, 2023 shares
Equity
Common stock and warrants issued, net of issuance costs (in shares)	7,824,727

Stock-Based Compensation - Recognition of stock-based compensation (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 695	$ 1,334
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	591	1,116
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 104	$ 218

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

Fair Value Measurements - Reconciliation of warrant liabilities (Details) - Common stock warrant [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 37
Gain upon re-measurement	(12)
Balance at the end	$ 25

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (11,039)	$ (13,448)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1	1
Stock-based compensation	695	1,334
Change in fair value of warrant liabilities	(12)	(157)
Change in fair value of Earnout Cash liability		(2,103)
Change in fair value of convertible promissory note	1,772
Non-cash interest expense		2
Changes in operating assets and liabilities:
Prepaid expenses and other assets	491	1,727
Accounts payable	1,698	624
Accrued expenses and other liabilities	305	1,640
Net cash used in operating activities	(6,089)	(10,380)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment	(4)	(3)
Net cash used in investing activities	(4)	(3)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs	2,545	22,980
Net cash provided by financing activities	2,545	22,980
Net (decrease) increase in cash and cash equivalents	(3,548)	12,597
Cash and cash equivalents at beginning of period	20,054	27,605	$ 27,605
Cash and cash equivalents at end of period	$ 16,506	40,202	$ 20,054
Non-cash investing and financing activities
Issuance of common stock warrants as offering costs		726
Issuance of common stock for consulting services		$ 17

Equity - Substitute Warrants (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	May 24, 2021	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Class of Stock [Line Items]
Warrants, exercise price per share \| $ / shares		$ 5.40		$ 6.49
Unamortized compensation costs		$ 1,600
General and administrative		5,785	$ 10,222
Warrant liability		25		$ 37
Change in fair value of warrant liabilities		$ (12)	$ (157)
Merger agreement
Class of Stock [Line Items]
Exchange Ratio	3.16

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

7. Commitments and Contingencies

Operating Lease

The Company leases office space on a month-to-month basis. The rent expense for the three months ended March 31, 2023 and 2022 was less than $0.1 million and $0.1 million, respectively.

Sponsored Research Agreement with National Jewish Health

On February 8, 2021, the Company entered into a Sponsored Research Agreement (“Research Agreement”) with National Jewish Health (“NJ Health”), a Colorado not-for-profit institution. Under the terms of the Research Agreement, the Company agreed to sponsor a research study at NJ Health relating to the impact of the Company’s' Aviptadil on propagation of SARS-CoV-2 in alveolar type II cells in vitro (the “Study”). In return for performance of the Study under the Research Agreement, the Company has committed to pay NJ Health approximately $0.4 million upon finalization of the work. As of March 31, 2023, the Company has fully paid NJ Health the total committed amount under this agreement.

Relief Therapeutics Collaboration Agreement

On September 18, 2020, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with Relief Therapeutics for the clinical development and, if approved, the sale of Aviptadil. The Collaboration Agreement provides for funding by Relief Therapeutics of certain clinical trials, formulation and manufacturing of Aviptadil, as well as establishing specified sales territories for each party and share of the profits in those territories for “Product” as defined in the Collaboration Agreement. On October 6, 2021, Relief Therapeutics filed a lawsuit against the Company and its former CEO claiming that the Company failed to honor its obligations under the Collaboration Agreement, which was followed by a counter claim from the Company for breach and repudiation of the Collaboration Agreement by Relief Therapeutics.

On November 12, 2022, the Company 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 the Company 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 the Company’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 the Company, 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 granted NeuroRx an option to require GEM to subscribe for shares from the Company for up to an aggregate value of approximately $95.6 million. The agreement also included certain provisions which would not meet the U.S. requirements to issue registered shares thus preventing its usage. If NeuroRx was listed or completed 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 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 on 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 $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.

Stock-Based Compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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	$ 695	$ 1,334
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance, beginning of period	1,000,000
Balance, end of period	1,000,000	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Grant date fair value, beginning of period	$ 0.57
End of period	$ 0.57	$ 0.57
Unrecognized compensation, restricted stock	$ 400
Weighted-average period	2 years 3 months 18 days
Maximum \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Stock-based compensation expense	$ 100

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Stock-Based Compensation

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


	December 31, 2022

Exercise price		$0.51 - $3.10
Risk-free rate of interest		1.8% - 4.36%
Expected term (years)		5.3 - 6.5
Expected stock price volatility		94.9% - 147.8%
Dividend yield		—

Schedule of stock option activity

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


	Number of shares	Weighted average exercise price	Weighted average remaining contractual life (in years)	Aggregate intrinsic value (in thousands)
Outstanding as of December 31, 2022	2,548,849	$ 3.32	8.4	$ 618
Outstanding as of March 31, 2023	2,548,849	$ 3.32	8.1	$ 124
Options vested and exercisable as of March 31, 2023	1,023,018	$ 4.87	6.5	$ 75

Summary of recognition of stock-based compensation

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


	Three months ended March 31,
	2023		2022
Stock-based compensation expense
General and administrative	$	591	$	1,116
Research and development		104		218
Total stock-based compensation expense	$	695	$	1,334

Schedule of restricted stock activity


	Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2022	1,000,000	$ 0.57
Unvested Balance as of March 31, 2023	1,000,000	$ 0.57

Stock-Based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of shares
Outstanding at the beginning (in shares)	2,548,849
Outstanding at the end (in shares)	2,548,849	2,548,849
Options vested and exercisable (in shares)	1,023,018
Weighted average exercise price
Outstanding at the beginning (in dollars per share)	$ 3.32
Outstanding at the end (in dollars per share)	3.32	$ 3.32
Options vested and exercisable (in dollars per share)	$ 4.87
Weighted average remaining remaining term (in years)
Outstanding (in years)	8 years 1 month 6 days	8 years 4 months 24 days
Options vested and exercisable (in years)	6 years 6 months
Aggregate intrinsic value
Outstanding at the beginning (in dollars)	$ 618
Outstanding at the end (in dollars)	124	$ 618
Options vested and exercisable	$ 75

Equity - Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 08, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Equity
Common stock, shares authorized		500,000,000		500,000,000
Common stock, par value		$ 0.001		$ 0.001
Shares of common stock sold		7,824,727
Proceeds from sale of common stock	$ 100	$ 2,545	$ 22,980
Preferred stock, shares authorized		50,000,000		50,000,000
Preferred stock, par value		$ 0.001		$ 0.001
Preferred stock, shares outstanding		0		0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 3,650	$ 5,483
General and administrative	5,785	10,222
Total operating expenses	9,435	15,705
Loss from operations	(9,435)	(15,705)
Other (income) expenses:
Interest income	(156)
Interest expense		3
Change in fair value of convertible note payable	1,772
Change in fair value of warrant liabilities	(12)	(157)
Change in fair value of Earnout Cash liability		(2,103)
Total other (income) expenses	1,604	(2,257)
Net loss	(11,039)	(13,448)
Change in fair value of convertible note attributed to credit risk	(106)
Other comprehensive income	(106)
Comprehensive loss	$ (10,933)	$ (13,448)
Net loss per share:
Basic	$ (0.16)	$ (0.21)
Diluted	$ (0.16)	$ (0.21)
Weighted average common shares outstanding:
Basic	67,453,897	63,667,468
Diluted	67,453,897	63,667,468

Fair Value Measurements - Convertible Note Payable (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Par value of the Note	$ 11,020
Debt discount	(497)
Change in fair value of convertible note payable	1,772
Convertible notes payable \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Par value of the Note	11,020	$ 11,020
Debt discount	(497)	(1,000)
Carrying value of the Note	10,523	10,020
Change in fair value of convertible note payable	1,772	505
Total carrying value of Note	12,189	10,525
Convertible note payable - current portion	$ 12,189	7,703
Convertible note payable, net of current portion		$ 2,822

Accrued and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accrued and Other Current Liabilities

Schedule of accrued and other current liabilities


		March 31, 2023		December 31, 2022
		(Unaudited)
Accrued and other current liabilities:
Other accrued expenses	$	2,720	$	2,616
Accrued employee expenses		1,149		923
Accrued research and development expenses		928		974
Professional services		257		342
Total accrued and other current liabilities	$	5,054	$	4,855

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation		$ 1.6
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 2.27

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2023

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

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


	March 31, 2023		December 31, 2022
	(Unaudited)
Prepaid expenses and other current assets:
Prepaid clinical development expenses	$	3,253	$	1,966
Prepaid insurance		1,510		3,167
Other prepaid expenses		322		331
Prepaid legal expenses		159		270
Other current receivables		6		7
Total prepaid expenses and other current assets	$	5,250	$	5,741

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events

Subsequent Events

13. Subsequent Events

The Company evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the unaudited condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023.

Debt

3 Months Ended

Mar. 31, 2023

Debt.

Debt

6. Debt

Convertible Note

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 May 4, 2023, 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 4.99% of the outstanding shares of Common Stock. At any time, if market capitalization is less than $25.0 million, the 4.99% ownership limitation shall be increased to 9.99%. On March 30, 2023, the Company amended the Note to increase the ownership limitation to 9.99%. 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.

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.

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 (9.99%) 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. As of March 31, 2023, the Company was in compliance with the Note terms and there were no Events of Default.

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 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.

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 three months ended March 31, 2023, the Company recorded a change in fair value of approximately $1.8 million related to the change in fair value of the Note which was recognized in other income (expense) on the Unaudited Condensed 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 March 31, 2023 (in thousands):


	March 31, 2023		December 31, 2022
	(Unaudited)
Par value of the Note	$	11,020	$	11,020
Debt discount		(497)		(1,000)
Carrying value of the Note before current period change in fair value		10,523		10,020
Fair value adjustment through earnings		1,772		505
Fair value adjustment through accumulated other comprehensive income		(106)		—
Total carrying value of Note	$	12,189	$	10,525

Convertible note payable - current portion	$	12,189	$	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

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+ Details

Debt (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt.
Related party loan	$ 11,020

Organization

3 Months Ended

Mar. 31, 2023

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.

Operations

The Company is engaged in the development of NRX-101, a fixed dose combination of D-cycloserine and lurasidone for the treatment of suicidal bipolar depression and potentially for other future indications. NRX-101 has been granted Fast Track Designation, Breakthrough Therapy Designation, a Special Protocol Agreement, and a Biomarker Letter of Support by the US Food and Drug Administration (FDA). In January 2023 the Company met with the FDA and was guided to expand its intended use of NRX-101 from the original population of patients with acute suicidality who might be treated in the hospital environment to the broader population of patients with subacute suicidal ideation (now described by the Company as Treatment-Resistant Bipolar Depression) who are treated in the outpatient setting. This broader population of patients are the current target population of the ongoing clinical trial.

Based on the guidance of FDA and the Company’s completion of manufacturing for phase 3/commercial stage investigational product, the Company upgraded the ongoing clinical trial to a phase 2b/3 trial, the results of which have the potential to be used for registrational filings. The Company is engaged in that ongoing clinical trial of NRX-101 vs. lurasidone in patients with treatment-resistant bipolar depression with the objective of demonstrating a decreased in depression scores and scores of suicidal ideation in patients treated with NRX-101 compared to those treated with lurasidone alone.

The clinical trial was originally begun as an exploratory study in Q2 2022. In Q1 2023 the study’s independent Data Safety Monitoring Board (DSMB) reviewed both safety and unblinded efficacy data for the first 50 patients in the clinical trial and advised the Company that no safety concerns were identified. Moreover, the DSMB did not identify a futility signal, suggesting that the trial has potential to demonstrate a statistically significant outcome with additional enrollment. On this basis, the DSMB advised management to continue enrolling study participants.

During the first quarter of 2023, the Company refined its ability to validate the psychometric ratings that are used to assess the efficacy endpoints for the clinical trial. The Company relies upon a team of veteran raters who both train independent

site rates and monitor the technical quality of each rating. A standard was set of 90% or better concordance between the Company’s veteran rating team and site raters. This standard was met for all study participants whose ratings were obtained in their primary language and management believes that this standard can be maintained for the duration of the trial.

In April 2023, the Company contracted with 1nHealth to initiate a recruitment campaign that may cover up to 45 states in the US to recruit sufficient participants for this enlarged trial. The Company has similarly broadened its relationship with Science 37, a contract research organization that conducts decentralized clinical trials, to enroll participants identified by the 1nHealth recruitment initiative and randomize them to be treated within the broadened clinical trial. 1nHealth has additionally engaged “The Mighty,” a voice-of-the-patient organization with national reach to publicize the clinical trial to the 800,000+ subscribers who have indicated a focus on bipolar depression and suicidality.

In Q1 2023, the Company announced the participation of Prof. Andrew Nierenberg, M.D., Head of the Massachusetts General Hospital (MGH) Dauton Family Center for Bipolar Treatment Innovation as the Principal Investigator of the clinical trial. The Company has now initiated clinical trial sites at Northwestern University (Chicago) and University of Texas, Austin, in addition to commercial research sites.

The Company has continued to engage in a strategic conversation focused on funding the drug approval and commercialization. In parallel, the Company has established an ongoing dialogue with Streeterville Capital LLC, the Company’s current debt lender, to configure the Company’s current debt facility to best support the ongoing needs of the clinical trial.

The Company has now completed manufacture of all clinical supplies required for its ongoing clinical trials. This initiative is expected to yield stability data sufficient to support a shelf life in excess of two years at time of potential drug launch (should the clinical trials be successful). The completion of this manufacturing milestone may allow the Company to decrease ongoing expenditure associated with manufacturing and development of chemical manufacturing controls.

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued and other current liabilities:
Other accrued expenses	$ 2,720	$ 2,616
Accrued research and development expenses	1,149	923
Accrued employee expenses	928	974
Professional services	257	342
Total accrued and other current liabilities	$ 5,054	$ 4,855

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Certain Risks and Uncertainties

Fair Value of Financial Instruments

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

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

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

Concentration of Credit Risk and Off-Balance Sheet Risk

Research and Development Costs

Convertible Note Payable

Stock-Based Compensation

Warrants

Income Taxes

Loss Per Share


	Three Months Ended March 31,
	2023	2022
Stock options	2,548,849	2,906,948
Restricted stock awards	1,000,000	—
Common stock warrants	20,351,589	17,521,753
Earnout Shares	—	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants	—	1,229,925

Recent Accounting Pronouncements

Liquidity

3 Months Ended

Mar. 31, 2023

Liquidity

Liquidity

2. Liquidity

As of March 31, 2023, the Company had $16.5 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 believes that it has the funds necessary to support its ongoing clinical trial, which is expected to be completed in the fourth quarter of 2023. The Company’s ability to support its ongoing capital needs is dependent on its ability to continue to raise equity and/or debt financing to continue operations.

The Company is dependent on its ability to continue to raise equity and/or debt financing to continue operations.

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 Investor Warrants have an exercise price of $0.75 per share, are exercisable beginning on September 8, 2023 (the “Initial Exercise Date”) and will expire 5 years from the Initial Exercise Date. The aggregate gross proceeds to the Company from the Offering were 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’s ongoing clinical activities continue to generate losses and net cash outflows from operations. The Company plans to pursue additional equity or debt financing or refinancing opportunities in 2023 to fund ongoing clinical activities, to meet obligations under its current debt arrangements and for the general corporate purposes of the Company. Such arrangements may take the form of loans, equity offerings, strategic agreements, licensing agreements, joint ventures or other agreements. The sale of equity could result in additional dilution to the Company’s existing shareholders. The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms, or that it will be able to refinance its existing debt obligations which could negatively impact the Company’s business and operations and could also lead to a reduction in the Company’s operations. We will continue to carefully monitor the impact of our continuing operations on our working capital needs and debt repayment obligations. 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 unaudited condensed consolidated financial statements. 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 accompanying unaudited condensed consolidated 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.

Fair Value Measurements - Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Warrant liabilities	$ 25	$ 37
Recurring basis \| Level 1
Assets:
Money Market Account	13,902	15,249
Recurring basis \| Level 3
Liabilities:
Warrant liabilities	25	37
Convertible note payable (Note 7)	$ 12,189	$ 10,525

Stock-Based Compensation - 2021 Omnibus Incentive Plan (Details) - 2021 Omnibus Incentive Plan	3 Months Ended
	Mar. 31, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	6,713,608
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	964,214

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Taxes

Income Taxes

11. Income Taxes

The Company recorded no provision or benefit for income tax expense for the three months ended March 31, 2023 and 2022, respectively.

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

The Company has no open tax audits with any taxing authority as of March 31, 2023.

- 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
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+ Details

Commitments and Contingencies (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 28, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Feb. 08, 2021
Commitments and Contingencies [Line Items]
Prepaid expenses and other current assets		$ 5,250		$ 5,741
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

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt.

Summary of Convertible note payable


	March 31, 2023		December 31, 2022
	(Unaudited)
Par value of the Note	$	11,020	$	11,020
Debt discount		(497)		(1,000)
Carrying value of the Note before current period change in fair value		10,523		10,020
Fair value adjustment through earnings		1,772		505
Fair value adjustment through accumulated other comprehensive income		(106)		—
Total carrying value of Note	$	12,189	$	10,525

Convertible note payable - current portion	$	12,189	$	7,703
Convertible note payable, net of current portion	$	—	$	2,822

Equity - Assumed Placement Warrants (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Number of outstanding warrants	20,351,589		16,484,923
Change in fair value of warrant liability	$ 12	$ 157
Placement Warrants
Class of Stock [Line Items]
Change in fair value of warrant liability	$ 100	$ 100