NRXP 8-K/A
NRX Pharmaceuticals, Inc. (NRXP)
(Amendment No. 1)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
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(I.R.S. Employer
Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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The
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The
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(a)
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Financial statements of business acquired.
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(b)
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Pro forma financial information.
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Exhibit
No.
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Description
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23.1
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99.1
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99.2
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99.3
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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NRx Pharmaceuticals, Inc.
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Date: November 21, 2025
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By:
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/s/ Jonathan Javitt
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Name:
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Jonathan Javitt
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Its:
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Interim Chief Executive Officer
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-265492) and Form S-8 (No. 333-258262) of NRx Pharmaceuticals, Inc. of our report dated November 20, 2025, relating to the financial statements of Dura Medical, LLC for the year ended December 31, 2024 appearing in this Current Report on Form 8-K/A dated November 20, 2025.
/s/ Weinberg & Company, P.A.
Weinberg & Company, P.A.
Los Angeles, California
November 21, 2025
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Management of
Dura Medical LLC
Naples, Florida
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Dura Medical LLC (the “Company”) as of December 31, 2024, the related statements of operations, member’s equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 11, on September 8, 2025, a wholly owned subsidiary of NRx Pharmaceuticals, Inc. acquired 100% of the membership interests of Dura Medical, LLC.
/s/ Weinberg & Company, P.A.
We have served as the Company’s auditor since 2025.
Weinberg & Company, P.A.
Los Angeles, California
November 21, 2025
Dura Medical, LLC
BALANCE SHEET
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December 31, |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 511,911 | ||
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Accounts receivable, net |
117,492 | |||
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Prepaid expense |
23,536 | |||
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Total current assets |
652,939 | |||
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Furniture and equipment, net |
92,700 | |||
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Right-of-use asset |
412,103 | |||
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Right-of-use asset - related party |
209,473 | |||
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Security deposits |
7,773 | |||
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Total assets |
$ | 1,374,988 | ||
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Liabilities and member's equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | 23,507 | ||
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Accrued salaries and benefits |
132,469 | |||
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Operating lease liability |
68,212 | |||
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Operating lease liability - related party |
65,316 | |||
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Total current liabilities |
289,504 | |||
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Operating lease liability, non-current |
344,422 | |||
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Operating lease liability - related party, non-current |
144,157 | |||
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Total liabilities |
778,083 | |||
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Commitments and contingencies (Note 8) |
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Member's equity |
596,905 | |||
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Total liabilities and member's equity |
$ | 1,374,988 | ||
The accompanying notes are an integral part of these financial statements.
Dura Medical, LLC
Statement of Operations
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December 31, |
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2024 |
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Net patient service revenue |
$ | 3,261,271 | ||
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Operating expenses |
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Cost of patient services |
1,955,483 | |||
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General and administrative expenses |
782,363 | |||
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Depreciation expense |
34,380 | |||
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Total operating expenses |
2,772,226 | |||
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Income from operations |
489,045 | |||
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Other income (expenses): |
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Interest income |
16,092 | |||
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Other expense, net |
(330 | ) | ||
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Total other income, net |
15,762 | |||
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Net income |
$ | 504,807 | ||
The accompanying notes are an integral part of these financial statements.
Dura Medical, LLC
Statement of Member's Equity
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Balance as of December 31, 2023 |
$ | 842,098 | ||
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Net income |
504,807 | |||
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Distributions |
(750,000 | ) | ||
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Balance as of December 31, 2024 |
$ | 596,905 |
The accompanying notes are an integral part of these financial statements.
Dura Medical, LLC
Statements of Cash Flows
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December 31, |
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2024 |
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Cash Flow from operating activities: |
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Net income |
$ | 504,807 | ||
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
34,380 | |||
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Provision for credit losses |
34,885 | |||
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Amortization of right-of-use assets |
67,198 | |||
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Loss on disposal of equipment and furniture |
330 | |||
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Change in current assets and liabilities: |
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Accounts receivable |
(38,025 | ) | ||
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Prepaid expense |
(23,536 | ) | ||
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Other assets |
(7,773 | ) | ||
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Accounts payable and accrued expenses |
6,463 | |||
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Accrued salaries and benefits |
55,348 | |||
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Operating lease liabilities |
(66,667 | ) | ||
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Net cash provided by operating activities |
567,410 | |||
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Investing activities: |
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Acquisition of furniture and equipment |
(28,398 | ) | ||
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Net cash used in investing activities |
(28,398 | ) | ||
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Financing activities: |
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Distributions |
(750,000 | ) | ||
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Net cash used in financing activities |
(750,000 | ) | ||
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Decrease in cash and cash equivalents |
(210,988 | ) | ||
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Cash and cash equivalents, beginning of year |
722,899 | |||
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Cash and cash equivalents, end of year |
$ | 511,911 | ||
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Acquisition of assets through operating lease |
$ | 418,115 | ||
The accompanying notes are an integral part of these financial statements.
DURA MEDICAL, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2024
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1. |
DESCRIPTION OF BUSINESS |
Business Description
Dura Medical, LLC (the “Company” or “Dura”), a Florida limited liability company, was formed on August 2, 2018. The Company is a behavioral health and interventional psychiatry practice founded in 2018 and headquartered in Naples, Florida. The Company provides outpatient mental health treatment services to patients aged six and older, specializing in evidence-based and innovative therapies for treatment-resistant conditions such as depression, anxiety, post-traumatic stress disorder (PTSD), obsessive-compulsive disorder (OCD), and chronic pain.
Dura Medical offers a comprehensive range of services, including:
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Medication management and psychotherapy |
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Ketamine infusion therapy and Spravato® (esketamine) nasal spray |
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Transcranial Magnetic Stimulation (TMS) |
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Stellate Ganglion Block (SGB) |
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Telemedicine and other supportive behavioral health services |
The Company serves both civilian and veteran populations and participates in the U.S. Department of Veterans Affairs Community Care Network, providing specialized programs for military veterans. Dura Medical operates as part of the outpatient healthcare services industry and was acquired by HOPE Therapeutics, a subsidiary of NRx Pharmaceuticals, in September 2025.
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The Company has prepared its financial statements in accordance with accounting principles generally accepted in the United States of America as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, implicit price concessions, contractual adjustments, the allowance for credit losses, third-party payor settlements, lease incremental borrowing rate, and useful lives of long-lived assets.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2024, cash and cash equivalents were deposited in financial institutions and consisted entirely of immediately available fund balances.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the estimated transaction price (net of contractual adjustments, discounts, and implicit price concessions). The Company applies the Current Expected Credit Loss (CECL) model to estimate lifetime expected credit losses on trade receivables and contract assets, pooling receivables by payer type and aging and incorporating historical loss experience, current conditions, and reasonable‑and‑supportable forecasts with reversion to historical loss information beyond the forecast horizon. Receivables are written off when collection is deemed remote; recoveries are recognized when received. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for current expected credit losses was $117,492 as of December 31, 2024. During the years ended December 31, 2024, the company wrote-off $34,885 from the allowance for current expected credit losses, respectively.
Prepaid Expenses
Prepaid expenses represent payments made in advance for goods or services to be received in future periods, such as insurance premiums, subscriptions, and rent. These amounts are expensed over the periods to which they relate.
Furniture and Equipment, net
Furniture and equipment are recorded at cost, less accumulated depreciation. Depreciation of furniture and equipment is determined using the straight-line method over the estimated useful lives of the related assets up to the salvage value. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major Improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amount of the assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in operations.
Estimated useful lives are as follows for major classes of furniture and equipment:
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Medical equipment |
7 | ||||
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Computer equipment |
5 | ||||
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Furniture and fixtures |
7 | ||||
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Leasehold improvements |
1 | – | 5 | ||
Management reviews depreciable assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. There were no impairments of equipment and furniture recognized during the year ended December 31, 2024.
Leases
The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.
Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancellable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.
Security Deposits
Security deposits represent amounts paid under lease agreements and are refundable at the end of the lease term, subject to the conditions of the lease.
Revenue Recognition
The Company recognizes patient service revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized as performance obligations are satisfied, which occurs over time as patients simultaneously receive and consume services. Each treatment or visit generally represents a separate contract. Procedural services (e.g., ketamine infusions, esketamine administration, TMS sessions, SGB/epidural procedures) are recognized at the point in time when rendered; therapy and medication management services are recognized as sessions occur.
The transaction price includes variable consideration such as contractual adjustments, expected denials, and implicit price concessions, which are estimated and constrained to amounts not expected to reverse. The Company applies the portfolio approach for contracts with similar characteristics by payer and service type. The Company elected the practical expedient not to assess a significant financing component because the period between service and payment is one year or less. The Company acts as principal in its patient service arrangements and records revenue on a gross basis.
Revenue is disaggregated by service type and payor (see Note 3).
Contract Balances
The Company’s contract assets primarily relate to unbilled receivables for services rendered but not yet billed. Contract liabilities, if any, represent advance payments from patients or payors. The Company’s contracts generally have a duration of one year or less; therefore, the Company elected the practical expedient under ASC 606-10-50-14(a) and does not disclose remaining performance obligations.
Cost of Patient Services
Cost of patient services includes direct costs associated with providing healthcare services, such as salaries and benefits for clinical personnel, medical supplies, pharmaceuticals, and other costs directly attributable to patient care. These costs are expensed as incurred.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of salaries and benefits for administrative and support personnel, occupancy costs, professional fees, advertising and marketing expenses, insurance, technology, and communication costs, and other overhead costs necessary to support the Company’s operations. These expenses are expensed as incurred.
Advertising Costs
Advertising costs are expensed as incurred and were approximately $40,000 for the year ended December 31, 2024.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Income Taxes
The Company is a single member limited liability company that has elected to be taxed as an S corporation under the Internal Revenue Code. As such, the Company generally is not subject to federal income taxes at the entity level. Instead, the Company’s taxable income or loss is passed through to the sole member and reported on the member’s individual income tax return. Accordingly, no provision for federal income taxes has been included in the accompanying financial statements.
The Company evaluates uncertain tax positions in accordance with ASC 740, Income Taxes, and recognizes a liability for unrecognized tax benefits when it is more likely than not that a tax position will not be sustained upon examination. As of December 31, 2024, the Company had no material uncertain tax positions. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of other expense in the statements of operations. The Company is subject to examination by federal and state taxing authorities for open tax years, which generally include the last three years.
Commitments and Contingencies
The Company evaluates potential losses from commitments and contingencies in accordance with ASC 450, Contingencies. Liabilities are recorded when it is probable that a loss has been incurred and the amount can be reasonably estimated. Disclosures are made for material contingencies that are reasonably possible but not recorded.
Related Party Policy
In accordance with ASC 850, related parties include the sole member, immediate family members, and entities under common control. Transactions with related parties, including leases, are disclosed in the notes to the financial statements when material.
Fair Value of Financial Instruments
FASB ASC Topic 820, Fair Value Measurements (“ASC 820”), 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.
The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company has no Level 2 or Level 3 financial instruments.
Concentration of Credit Risk
The Company maintains its cash in financial institutions that may exceed federally insured limits. The Company also derives a significant portion of its revenue from a limited number of third-party payors. Management monitors credit risk and believes the risk of loss is minimal.
Risks and Uncertainties
The Company operates in the healthcare industry and is subject to extensive federal and state regulations. Changes in reimbursement rates, regulatory requirements, or economic conditions could have a material impact on the Company’s operations and financial condition.
Segment Information
The Company operates as a single reportable segment, providing outpatient behavioral health and interventional psychiatry services. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated financial statements, and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. This structure enables the CODM to evaluate overall Company performance, allocate resources, and establish management objectives in line with the Company’s long-term strategic goals.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosure of certain income statement expenses. This guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and must be applied prospectively. The Company is currently evaluating the impact of ASU 2023-03 on the Company’s financial statements.
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3. |
REVENUE |
Revenue is primarily derived from services rendered to patients for outpatient behavioral health care, interventional psychiatry, and pain management procedures. The Company’s services have no fixed duration and can generally be terminated by the patient or the Company at any time; therefore, each treatment or visit is considered its own stand‑alone contract.
The Company disaggregates revenue from contracts with customers by service type and by payor, as management believes this best depicts the nature, amount, timing, and uncertainty of revenue and cash flows.
Revenue by Service Type:
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December 31, 2024 |
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Procedures income |
$ | 798,011 | ||
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Therapy Services |
2,463,260 | |||
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Total net patient service revenue |
$ | 3,261,271 | ||
Revenue by Payor:
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December 31, 2024 |
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Commercial Insurance |
$ | 2,050,392 | ||
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Medicare/Medicaid |
71,379 | |||
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Self Pay |
1,139,500 | |||
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Total net patient service revenue |
$ | 3,261,271 | ||
The Company receives payments from the following sources: (i) commercial insurers; (ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”) and other programs; (iii) state governments under Medicaid and related programs; and (iv) individual patients and clients.
The Company determines the transaction price based on established billing rates reduced by contractual adjustments, discounts, and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies, and historical experience. Implicit price concessions are based on historical collection experience. Most of the Company’s services have contracts containing variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company includes the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included in other operating expenses. Bad debt expense for the year ended December 31, 2024 was approximately $35,000.
The Company derives a significant portion of its revenue from Medicare, and other payors that receive discounts from established billing rates. The Medicare regulations and various managed care contracts under which these discounts must be estimated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided. Management estimates the transaction price on a payor‑specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates.
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4. |
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES |
Accounts Receivable:
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December 31, 2024 |
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Accounts Receivable, gross |
$ | 234,984 | ||
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Less: Allowance for Credit Losses |
117,492 | |||
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Accounts Receivable, net |
$ | 117,492 | ||
Allowance for Credit Losses Rollforward:
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December 31, 2024 |
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Beginning balance, December 31, 2023 |
$ | 114,352 | ||
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Provision for expected credit losses |
34,885 | |||
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Write‑offs, net of recoveries |
(31,745 | ) | ||
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Accounts Receivable, net |
$ | 117,492 | ||
For the year ended December 31, 2024, there was no significant concentration of revenue from any individual payor. Accounts receivable from one payor represented approximately 10% of total accounts receivable as of December 31, 2024. The Company monitors the credit risk associated with its payors by evaluating their financial condition, payment history, and denial trends to minimize potential credit losses.
Estimation inputs and credit quality information (summary):
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Receivables are pooled by payer class and aging; loss rates reflect historical experience updated for current conditions and reasonable‑and‑supportable forecasts with reversion to long‑run averages beyond the forecast horizon. The Company does not suspend recognition of revenue on a “nonaccrual” basis for trade receivables. |
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The rollforward and qualitative information are provided to meet ASC 326 disclosure objectives for trade receivables held at amortized cost. |
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5. |
FURNITURE AND EQUIPMENT |
As of December 31, 2024, furniture and equipment, net, consisted of the following:
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December 31, 2024 |
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Medical equipment |
$ | 231,475 | ||
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Computer equipment |
12,505 | |||
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Furniture and fixtures |
8,050 | |||
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Leasehold improvements |
12,827 | |||
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Total |
264,857 | |||
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Less accumulated depreciation |
(172,157 | ) | ||
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Net |
$ | 92,700 | ||
Depreciation expense was $34,380 for the year ended December 31, 2024. During the year ended December 31, 2024, the Company recorded a loss of $330 on disposal of equipment with the total cost of $5,153 and $4,823 of accumulated depreciation.
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6. |
LEASES |
Accounting for Leases as Lessee
The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. None of the leases entered into have an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
The Company has operating leases for two healthcare clinics in Naples and Fort Myers, Florida:
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Naples Lease (Related Party): The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by the Company’s sole member. The lease commenced on January 1, 2023 and expires on December 31, 2027. It is non-cancelable and requires monthly base rent of $6,000, plus applicable sales tax, common area maintenance charges, property taxes, and insurance. No security deposit was required at inception. |
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Fort Myers Lease (Third Party): The Company entered into a lease for its Fort Myers clinic on May 14, 2024, with a commencement date of December 1, 2024, and an expiration date of November 30, 2029. The lease is non-cancelable and requires monthly base rent of $5,333.34 in the first year, plus $1,833.33 in common area maintenance (CAM) charges, subject to 3% annual escalations. A security deposit of $7,166.67 was paid at lease inception. |
The components of lease expense included on the Company’s statement of operations were as follows:
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For the Year End |
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Expense Classification |
2024 |
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Operating lease expense: |
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Amortization of ROU asset |
G&A expenses (1) |
$ | 6,012 | ||
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Accretion of operating lease liability |
G&A expenses |
2,079 | |||
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Amortization of ROU asset - related party |
G&A expenses |
61,186 | |||
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Accretion of operating lease liability - related party |
G&A expenses |
15,494 | |||
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Total operating lease expense |
$ | 84,771 | |||
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Other lease expense |
G&A expenses |
65,808 | |||
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Total |
$ | 150,579 | |||
|
(1) |
Included in general and administrative expenses (“G&A”) in the statement of operations. |
Other information related to leases is as follows:
|
As of December 31, |
||||
|
2024 |
||||
|
Weighted-average remaining lease term: |
||||
|
Operating leases (in years) |
4.27 | |||
|
Weighted-average discount rate: |
||||
|
Operating leases |
6.41 | % | ||
Amounts relating to leases were presented on the balance sheet as of December 31, 2024 in the following line items:
|
As of December 31, |
|||||
|
Balance Sheet Classification |
2024 |
||||
|
Assets: |
|||||
|
Operating lease asset |
Right-of-use asset |
$ | 412,103 | ||
|
Operating lease asset - related party |
Right-of-use asset - related party |
209,473 | |||
|
Total non-current lease assets |
$ | 621,576 | |||
|
Liabilities: |
|||||
|
Current |
|||||
|
Operating lease liability |
Operating lease liability |
$ | 68,212 | ||
|
Operating lease liability - related party |
Operating lease liability - related party |
65,316 | |||
|
Non-current |
|||||
|
Operating lease liability |
Operating lease liability, non-current |
344,422 | |||
|
Operating lease liability - related party |
Operating lease liability - related party, non-current |
144,157 | |||
|
Total lease liabilities |
$ | 622,107 | |||
The future minimum lease payments required under leases as of December 31, 2024, were as follows:
|
Fiscal Year |
||||
|
2025 |
$ | 167,637 | ||
|
2026 |
170,415 | |||
|
2027 |
173,828 | |||
|
2028 |
100,696 | |||
|
2029 |
95,394 | |||
|
Undiscounted cash flows |
707,970 | |||
|
Less: imputed interest |
(85,863 | ) | ||
|
Lease liability |
622,107 | |||
|
Less: current portion of operating lease liability |
(133,528 | ) | ||
|
Operating lease liability, non-current |
$ | 488,579 |
|
7. |
RELATED PARTY TRANSACTIONS |
Related Party Lease
The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by the Company’s sole member. Rent expense under the related‑party lease was $76,680 for 2024. Lease terms approximate market conditions; payments are due monthly; no unusual guarantees or concessions are provided.
|
8. |
COMMITMENTS AND CONTINGENCIES |
Regulatory and reimbursement: Operations are subject to federal and state healthcare laws (e.g., Medicare/Medicaid rules, HIPAA). Reimbursement terms and audits can affect amounts ultimately realized. The Company believes any loss from current compliance matters would not be material.
Professional liability: The Company maintains claims‑made malpractice insurance it considers adequate; ultimate liability may differ from estimates.
Legal: From time to time, the Company is party to legal proceedings in the ordinary course of business. As of December 31, 2024, management does not believe matters exist that would require a probable and estimable loss accrual.
|
9. |
MEMBER’S EQUITY |
The Company is a single‑member limited liability company. The sole member holds all membership interests and related economic rights. Membership interests have no par value and there are no preferred interests, warrants, or other equity classes outstanding. The Company has no noncontrolling interests.
As a single‑member LLC taxed as an S‑corporation, the Company generally is not subject to federal income taxes at the entity level; taxable income or loss is passed through to the sole member. Distributions are recorded as reductions of members’ equity when declared or paid.
|
10. |
SEGMENT INFORMATION |
The Company operates as a single reportable segment—outpatient behavioral health and interventional psychiatry. The CODM evaluates performance and allocates resources based on financial statement results. All revenues are generated in the United States. All of the Company’s assets relate to this single operating segment, see the accompanying balance sheets. All of the Company’s operating expenses, which consists of research and development and general and administrative, relate to this single operating segment, see the accompanying statements of operations.
The following table reconciles the income from operations to total income:
|
December 31, |
||||
|
Expense Category |
2024 |
|||
|
Income from operations |
$ | 489,045 | ||
|
Interest expense |
- | |||
|
Interest income |
16,092 | |||
|
Other income (expense), net |
(330 | ) | ||
|
Net income |
$ | 504,807 | ||
|
11. |
SUBSEQUENT EVENTS |
Acquisition of the Company by HOPE Therapeutics, Inc.
On September 8, 2025, HOPE Therapeutics, Inc. (“HOPE”), together with its wholly owned subsidiary, HTX Management Company LLC (collectively, the “Acquirer”), a clinical care delivery organization and a wholly owned subsidiary of NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), completed the acquisition of Dura Medical, LLC (“Dura Medical”) pursuant to the Membership Interest Purchase and Contribution Agreement dated March 29, 2025, by and among HOPE, HTX Management Company LLC, and their parent company.
Under the terms of the agreement, the Acquirer obtained 100% of the membership interests of Dura Medical, LLC through a combination of cash consideration of $3,262,500 (subject to customary closing adjustments), the issuance of 6,188 Class A Units of HTX Management Company LLC as rollover equity subject to conditional vesting, and contingent consideration of up to $3,000,000 payable over three years based on the achievement of specified EBITDA performance targets.
The transaction resulted in a change of control effective September 8, 2025. Following the acquisition, Dura Medical, LLC will be consolidated into the financial statements of NRx Pharmaceuticals, Inc. and HOPE Therapeutics, Inc. beginning on the closing date.
Exhibit 99.2
Dura Medical, LLC
Condensed Balance Sheets
|
June 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
(Unaudited) |
||||||||
|
Assets |
||||||||
|
Current assets: |
||||||||
|
Cash and cash equivalents |
$ | 686,674 | $ | 511,911 | ||||
|
Accounts receivable, net |
197,412 | 117,492 | ||||||
|
Prepaid expense |
14,263 | 23,536 | ||||||
|
Total current assets |
898,349 | 652,939 | ||||||
|
Furniture and equipment, net |
74,758 | 92,700 | ||||||
|
Right-of-use asset |
375,443 | 412,103 | ||||||
|
Right-of-use asset - related party |
177,348 | 209,473 | ||||||
|
Security deposits |
7,773 | 7,773 | ||||||
|
Total assets |
$ | 1,533,671 | $ | 1,374,988 | ||||
|
Liabilities and member's equity |
||||||||
|
Current liabilities: |
||||||||
|
Accounts payable and accrued expenses |
$ | 15,559 | $ | 23,507 | ||||
|
Accrued salaries and benefits |
193,198 | 132,469 | ||||||
|
Operating lease liability |
71,697 | 68,212 | ||||||
|
Operating lease liability - related party |
67,485 | 65,316 | ||||||
|
Total current liabilities |
347,939 | 289,504 | ||||||
|
Operating lease liability, non-current |
307,461 | 344,422 | ||||||
|
Operating lease liability - related party, non-current |
109,863 | 144,157 | ||||||
|
Total liabilities |
765,263 | 778,083 | ||||||
|
Commitments and contingencies (Note 7) |
||||||||
|
Member's equity |
768,408 | 596,905 | ||||||
|
Total liabilities and member's equity |
$ | 1,533,671 | $ | 1,374,988 | ||||
The accompanying notes are an integral part of these condensed financial statements.
Dura Medical, LLC
Unaudited Condensed Statement of Operations
Six Months Ended June 30, 2025
|
June 30, |
||||
|
2025 |
||||
|
Net patient service revenue |
$ | 2,019,113 | ||
|
Operating expenses |
||||
|
Cost of patient services |
1,226,076 | |||
|
Selling, general and administrative expenses |
532,550 | |||
|
Depreciation expense |
17,942 | |||
|
Total operating expenses |
1,776,568 | |||
|
Income from operations |
242,545 | |||
|
Other income: |
||||
|
Interest income |
3,958 | |||
|
Total other income, net |
3,958 | |||
|
Net income |
$ | 246,503 | ||
The accompanying notes are an integral part of these condensed financial statements.
Dura Medical, LLC
Unaudited Condensed Statement of Member's Equity
Six Months Ended June 30, 2025
|
Balance as of December 31, 2024 |
$ | 596,905 | ||
|
Net income |
246,503 | |||
|
Distributions |
(100,000 | ) | ||
|
Contributions |
25,000 | |||
|
Balance as of June 30, 2025 |
$ | 768,408 |
The accompanying notes are an integral part of these condensed financial statements.
Dura Medical, LLC
Unaudited Condensed Statements of Cash Flows
Six Months Ended June 30, 2025
|
June 30, |
||||
|
2025 |
||||
|
Operating activities: |
||||
|
Net income |
$ | 246,503 | ||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
|
Depreciation |
17,942 | |||
|
Provision for credit losses |
79,920 | |||
|
Amortization of right-of-use assets |
68,785 | |||
|
Change in current assets and liabilities: |
||||
|
Accounts receivable |
(159,840 | ) | ||
|
Prepaid expense |
9,273 | |||
|
Accounts payable and accrued expenses |
(7,948 | ) | ||
|
Accrued salaries and benefits |
60,729 | |||
|
Operating lease asset and liability, net |
(65,601 | ) | ||
|
Net cash provided by operating activities |
249,763 | |||
|
Investing activities: |
||||
|
Net cash used in investing activities |
- | |||
|
Financing activities: |
||||
|
Disbursements |
(100,000 | ) | ||
|
Contributions |
25,000 | |||
|
Net cash used in financing activities |
(75,000 | ) | ||
|
Increase in cash and cash equivalents |
174,763 | |||
|
Cash and cash equivalents, beginning of period |
511,911 | |||
|
Cash and cash equivalents, end of period |
$ | 686,674 | ||
The accompanying notes are an integral part of these condensed financial statements.
DURA MEDICAL, LLC
Notes to unaudited condensed financial statements
Six months ended June 30, 2025
|
1. |
DESCRIPTION OF BUSINESS |
Dura Medical, LLC (the “Company” or “Dura”), a Florida limited liability company, was formed on August 2, 2018. The Company is a behavioral health and interventional psychiatry practice founded in 2018 and headquartered in Naples, Florida. The Company provides outpatient mental health treatment services to patients aged six and older, specializing in evidence-based and innovative therapies for treatment-resistant conditions such as depression, anxiety, post-traumatic stress disorder (PTSD), obsessive-compulsive disorder (OCD), and chronic pain.
Dura Medical offers a comprehensive range of services, including:
|
● |
Medication management and psychotherapy |
|
● |
Ketamine infusion therapy and Spravato® (esketamine) nasal spray |
|
● |
Transcranial Magnetic Stimulation (TMS) |
|
● |
Stellate Ganglion Block (SGB) |
|
● |
Telemedicine and other supportive behavioral health services |
The Company serves both civilian and veteran populations and participates in the U.S. Department of Veterans Affairs Community Care Network, providing specialized programs for military veterans. Dura Medical operates as part of the outpatient healthcare services industry and was acquired by HOPE Therapeutics, a subsidiary of NRx Pharmaceuticals, in September 2025.
|
2. |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying unaudited 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 condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the condensed balance sheets, 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 unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, implicit price concessions, contractual adjustments, the allowance for credit losses, third-party payor settlements, lease incremental borrowing rate, and useful lives of long-lived assets.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the estimated transaction price (net of contractual adjustments, discounts, and implicit price concessions). The Company applies the Current Expected Credit Loss (CECL) model to estimate lifetime expected credit losses on trade receivables and contract assets, pooling receivables by payer type and aging and incorporating historical loss experience, current conditions, and reasonable‑and‑supportable forecasts with reversion to historical loss information beyond the forecast horizon. Receivables are written off when collection is deemed remote; recoveries are recognized when received. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for current expected credit losses was $197,412 as of June 30, 2025. During the six months ended June 30, 2025, the company wrote-off $79,920 from the allowance for current expected credit losses.
Revenue Recognition
The Company recognizes patient service revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized as performance obligations are satisfied, which occurs over time as patients simultaneously receive and consume services. Each treatment or visit generally represents a separate contract. Procedural services (e.g., ketamine infusions, esketamine administration, TMS sessions, SGB/epidural procedures) are recognized at the point in time when rendered; therapy and medication management services are recognized as sessions occur.
The transaction price includes variable consideration such as contractual adjustments, expected denials, and implicit price concessions, which are estimated and constrained to amounts not expected to reverse. The Company applies the portfolio approach for contracts with similar characteristics by payer and service type. The Company elected the practical expedient not to assess a significant financing component because the period between service and payment is one year or less. The Company acts as principal in its patient service arrangements and records revenue on a gross basis.
Revenue is disaggregated by service type and payor (see Note 3).
Contract Balances
The Company’s contract assets primarily relate to unbilled receivables for services rendered but not yet billed. Contract liabilities, if any, represent advance payments from patients or payors. The Company’s contracts generally have a duration of one year or less; therefore, the Company elected the practical expedient under ASC 606-10-50-14(a) and does not disclose remaining performance obligations.
Advertising Costs
Advertising costs are expensed as incurred and were approximately $21,000 for the six months ended June 30, 2025.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2025, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Segment Information
The Company operates as a single reportable segment, providing outpatient behavioral health and interventional psychiatry services. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated financial statements, and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. This structure enables the CODM to evaluate overall Company performance, allocate resources, and establish management objectives in line with the Company’s long-term strategic goals.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosure of certain income statement expenses. This guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and must be applied prospectively. The Company is currently evaluating the impact of ASU 2023-03 on the Company’s financial statements.
|
3. |
REVENUE |
Revenue is primarily derived from services rendered to patients for outpatient behavioral health care, interventional psychiatry, and pain management procedures. The Company’s services have no fixed duration and can generally be terminated by the patient or the Company at any time; therefore, each treatment or visit is considered its own stand‑alone contract.
The Company disaggregates revenue from contracts with customers by service type and by payor, as management believes this best depicts the nature, amount, timing, and uncertainty of revenue and cash flows.
Revenue by Service Type:
|
June 30, 2025 |
||||
|
Procedures income |
$ | 397,226 | ||
|
Therapy Services |
1,621,887 | |||
|
Total net patient service revenue |
$ | 2,019,113 | ||
Revenue by Payor:
|
June 30, 2025 |
||||
|
Commercial Insurance |
$ | 1,302,668 | ||
|
Medicare |
59,544 | |||
|
Self Pay |
656,901 | |||
|
Total net patient service revenue |
$ | 2,019,113 | ||
The Company receives payments from the following sources: (i) commercial insurers; (ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”) and other programs; (iii) state governments under Medicaid and related programs; and (iv) individual patients and clients.
The Company determines the transaction price based on established billing rates reduced by contractual adjustments, discounts, and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies, and historical experience. Implicit price concessions are based on historical collection experience. Most of the Company’s services have contracts containing variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company includes the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included in other operating expenses. Bad debt expense for the six months ended June 30, 2025 was approximately $79,920.
The Company derives a significant portion of its revenue from Medicare, and other payors that receive discounts from established billing rates. The Medicare regulations and various managed care contracts under which these discounts must be estimated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided. Management estimates the transaction price on a payor‑specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
Accounts Receivable:
|
June 30, 2025 |
||||
|
Accounts Receivable, Gross |
$ | 394,824 | ||
|
Less: Allowance for Credit Losses |
(197,412 | ) | ||
|
Accounts Receivable, Net |
$ | 197,412 | ||
Allowance for Credit Losses Rollforward:
|
Beginning balance as of December 31, 2024 |
$ | 117,492 | ||
|
Provision for expected credit losses |
79,920 | |||
|
Write-offs, net of recoveries |
- | |||
|
Ending Balance as of June 30, 2025 |
$ | 197,412 |
Accounts Receivable by payor:
|
June 30, 2025 |
||||
|
Commercial Insurance |
$ | 269,301 | ||
|
Medicare |
35,574 | |||
|
Self Pay |
89,949 | |||
|
Accounts Receivable, Gross |
$ | 394,824 | ||
Estimation inputs and credit quality information (summary):
|
● |
Receivables are pooled by payer class and aging; loss rates reflect historical experience updated for current conditions and reasonable‑and‑supportable forecasts with reversion to long‑run averages beyond the forecast horizon. The Company does not suspend recognition of revenue on a “nonaccrual” basis for trade receivables. |
|
● |
The rollforward and qualitative information are provided to meet ASC 326 disclosure objectives for trade receivables held at amortized cost. |
|
4. |
FURNITURE AND EQUIPMENT |
As of June 30, 2025, furniture and equipment, net, consisted of the following:
|
June 30, 2025 |
||||
|
Medical equipment |
$ | 231,475 | ||
|
Computer equipment |
12,505 | |||
|
Furniture and fixtures |
8,050 | |||
|
Leasehold improvements |
12,827 | |||
|
Total |
264,857 | |||
|
Less accumulated depreciation |
(190,099 | ) | ||
|
Net |
$ | 74,758 | ||
Depreciation expense was $17,942 for the six months ended June 30, 2025.
|
5. |
LEASES |
Accounting for Leases as Lessee
The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. None of the leases entered into have an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
The Company has operating leases for two healthcare clinics in Naples and Fort Myers, Florida:
|
● |
Naples Lease (Related Party): The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by the Company’s sole member. The lease commenced on January 1, 2023 and expires on December 31, 2027. It is non-cancelable and requires monthly base rent of $6,000, plus applicable sales tax, common area maintenance charges, property taxes, and insurance. No security deposit was required at inception. |
|
● |
Fort Myers Lease (Third Party): The Company entered into a lease for its Fort Myers clinic on May 14, 2024, with a commencement date of December 1, 2024, and an expiration date of November 30, 2029. The lease is non-cancelable and requires monthly base rent of $5,333.34 in the first year, plus $1,833.33 in common area maintenance (CAM) charges, subject to 3% annual escalations. A security deposit of $7,166.67 was paid at lease inception. |
The components of lease expense included on the Company’s statement of operations were as follows:
|
For the six months ended |
|||||
|
June 30, |
|||||
|
Expense Classification |
2025 |
||||
|
Operating lease expense: |
|||||
|
Amortization of ROU asset |
G&A expenses(1) |
$ | 36,661 | ||
|
Accretion of operating lease liability |
G&A expenses |
11,888 | |||
|
Amortization of ROU asset - related party |
G&A expenses |
32,125 | |||
|
Accretion of operating lease liability - related party |
G&A expenses |
6,215 | |||
|
Total operating lease expense |
$ | 86,889 | |||
|
Other lease expense |
G&A expenses |
17,259 | |||
|
Total |
$ | 104,148 | |||
|
(2) |
Included in general and administrative expenses (“G&A”) in the statement of operations. |
Other information related to leases is as follows:
|
As of June 30, |
||||
|
2025 |
||||
|
Weighted-average remaining lease term: |
||||
|
Operating leases (in years) |
3.81 | |||
|
Weighted-average discount rate: |
||||
|
Operating leases |
6.40 | % | ||
Amounts relating to leases were presented on the balance sheet as of June 30, 2025 in the following line items:
|
As of June 30, |
|||||
|
Balance Sheet Classification |
2025 |
||||
|
Assets: |
|||||
|
Operating lease asset |
Right-of-use asset |
$ | 375,443 | ||
|
Operating lease asset - related party |
Right-of-use asset - related party |
177,348 | |||
|
Total non-current lease assets |
$ | 552,791 | |||
|
Liabilities: |
|||||
|
Current |
|||||
|
Operating lease liability |
Operating lease liability |
$ | 71,697 | ||
|
Operating lease liability - related party |
Operating lease liability - related party |
67,485 | |||
|
Non-current |
|||||
|
Operating lease liability |
Operating lease liability, non-current |
307,461 | |||
|
Operating lease liability - related party |
Operating lease liability - related party, non-current |
109,863 | |||
|
Total lease liabilities |
$ | 556,506 | |||
The future minimum lease payments required under leases as of June 30, 2025, were as follows:
|
Fiscal Year |
||||
|
2025 |
$ | 83,932 | ||
|
2026 |
170,415 | |||
|
2027 |
173,828 | |||
|
2028 |
100,696 | |||
|
2029 |
95,394 | |||
|
Undiscounted cash flows |
624,265 | |||
|
Less: imputed interest |
(67,759 | ) | ||
|
Lease liability |
$ | 556,506 |
|
6. |
RELATED PARTY TRANSACTIONS |
Related Party Lease
The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by the Company’s sole member. Rent expense under the related‑party lease was $38,340 for June 30, 2025. Lease terms approximate market conditions; payments are due monthly; no unusual guarantees or concessions are provided.
|
7. |
COMMITMENTS AND CONTINGENCIES |
Regulatory and reimbursement: Operations are subject to federal and state healthcare laws (e.g., Medicare/Medicaid rules, HIPAA). Reimbursement terms and audits can affect amounts ultimately realized. The Company believes any loss from current compliance matters would not be material.
Professional liability: The Company maintains claims‑made malpractice insurance it considers adequate; ultimate liability may differ from estimates.
Legal: From time to time, the Company is party to legal proceedings in the ordinary course of business. As of June 30, 2025, management does not believe matters exist that would require a probable and estimable loss accrual.
|
8. |
MEMBER’S EQUITY |
The Company is a single‑member limited liability company. The sole member holds all membership interests and related economic rights. Membership interests have no par value and there are no preferred interests, warrants, or other equity classes outstanding. The Company has no noncontrolling interests.
As a single‑member LLC taxed as an S‑corporation, the Company generally is not subject to federal income taxes at the entity level; taxable income or loss is passed through to the sole member. Distributions are recorded as reductions of members’ equity when declared or paid.
|
9. |
SEGMENT INFORMATION |
The Company operates as a single reportable segment—outpatient behavioral health and interventional psychiatry. The CODM evaluates performance and allocates resources based on financial statement results. All revenues are generated in the United States. All of the Company’s assets relate to this single operating segment, see the accompanying balance sheets. All of the Company’s operating expenses, which consists of research and development and general and administrative, relate to this single operating segment, see the accompanying statements of operations.
The following table reconciles the income from operations to total income:
|
June 30, |
||||
|
Expense Category |
2025 |
|||
|
Income from operations |
$ | 242,545 | ||
|
Interest expense |
- | |||
|
Interest income |
3,958 | |||
|
Other income (expense), net |
- | |||
|
Net income |
$ | 246,503 | ||
|
10. |
SUBSEQUENT EVENTS |
Acquisition of the Company by HOPE Therapeutics, Inc.
On September 8, 2025, HOPE Therapeutics, Inc. (“HOPE”), together with its wholly owned subsidiary, HTX Management Company LLC (collectively, the “Acquirer”), a clinical care delivery organization and a wholly owned subsidiary of NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), completed the acquisition of Dura Medical, LLC (“Dura Medical”) pursuant to the Membership Interest Purchase and Contribution Agreement dated March 29, 2025, by and among HOPE, HTX Management Company LLC, and their parent company.
Under the terms of the agreement, the Acquirer obtained 100% of the membership interests of Dura Medical, LLC through a combination of cash consideration of $3,262,500 (subject to customary closing adjustments), the issuance of 6,188 Class A Units of HTX Management Company LLC as rollover equity subject to conditional vesting, and contingent consideration of up to $3,000,000 payable over three years based on the achievement of specified EBITDA performance targets.
The transaction resulted in a change of control effective September 8, 2025. Following the acquisition, Dura Medical, LLC will be consolidated into the financial statements of NRx Pharmaceuticals, Inc. and HOPE Therapeutics, Inc. beginning on the closing date.
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and presents the pro forma effects of the acquisition (such transaction, the “Acquisition”) principally by HOPE Therapeutics, Inc., a Delaware corporation (“Hope”), a wholly-owned subsidiary of NRx Pharmaceuticals (“NRX”, or the “Company”), of Dura Medical, LLC, a Florida limited liability company (“Dura”) completed as of September 8, 2025 (“Closing Date”).
Introduction
On September 8, 2025, NRX, principally through its subsidiary HOPE, completed its previously announced acquisition of Dura. The acquisition of Dura was effectuated pursuant to the terms and conditions of the Membership Interest Purchase and Contribution Agreement (the “Dura Purchase Agreement”), dated March 29, 2025 by and among the Company’s subsidiaries named therein, Dura, and Stephen Durand, CRNA, APRN. The closing follows the Company’s receipt of final regulatory clearance from Florida’s Agency for Health Care Administration.
As set forth in and pursuant to the terms of the Dura Purchase Agreement, the Company purchased all of the outstanding membership interests in Dura for a combination of cash, membership interests in HTX Management Company LLC, a Delaware limited liability company and wholly owned subsidiary of Hope (“HTX”) (which are convertible into shares of Hope on a one-for-one basis at the discretion of the holder), contingent earn-out payments based on future performance metrics, and post-closing adjustments. The Dura Purchase Agreement also includes customary representations and warranties, indemnification provisions, and restrictive covenants including non-competition and non-solicitation clauses.
The Acquisition has been accounted for in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 as if the Acquisition had occurred on June 30, 2025 and in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, as if the Acquisition had occurred on January 1, 2024.
The unaudited pro forma condensed combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Acquisition or the costs to achieve any synergies.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the Acquisition been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined balance sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company.
The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the Acquisition. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of consideration transferred and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements.
This unaudited pro forma combined financial information was based on and should be read in conjunction with:
● The Company’s historical consolidated financial statements and accompanying notes in its Form 10-Q for the six months ended June 30, 2025;
● The Company’s historical consolidated financial statements and accompanying notes in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024;
● The audited financial statements of Dura as of and for the year ended December 31, 2024;
● The unaudited financial statements of Dura as of June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025.
The unaudited pro forma combined financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the Acquisition had been consummated on the dates indicated, nor is it necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document. The unaudited pro forma combined financial information includes certain non-recurring transaction-related adjustments, as discussed in the accompanying notes.
The unaudited pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma combined financial information is presented for informational purposes only, and is not intended to be a projection of future results. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial information.
NRX PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(In Thousands, Except Par Value and Share Amounts)
|
NRX |
Dura |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
|
Net patient service revenue |
$ | - | $ | 2,019 | $ | - | $ | 2,019 | ||||||||
|
Operating expense: |
||||||||||||||||
|
Cost of patient services |
- | 1,226 | 1,226 | |||||||||||||
|
Selling, general and administrative expenses |
5,686 | 533 | - | 6,219 | ||||||||||||
|
Research and development |
1,791 | - | - | 1,791 | ||||||||||||
|
Depreciation and amortization expense |
- | 18 |
356 |
(B) | 374 | |||||||||||
|
Settlement (income) expense |
100 | - | - | 100 | ||||||||||||
|
Total operating expenses |
7,577 | 1,777 | 356 | 9,710 | ||||||||||||
|
Loss from operations |
(7,577 | ) | 242 | (356 | ) | (7,691 | ) | |||||||||
|
Other (income) expense: |
||||||||||||||||
|
Interest income |
(6 | ) | (4 | ) | - | (10 | ) | |||||||||
|
Change in fair value of convertible notes payable |
6,530 | - | - | 6,530 | ||||||||||||
|
Change in fair value of warrant liabilities |
3,518 | - | - | 3,518 | ||||||||||||
|
Loss on issuance of Registered Direct Offering |
729 | - | - | 729 | ||||||||||||
|
Loss on Consideration Shares and Warrants |
1,277 | - | - | 1,277 | ||||||||||||
|
Loss on convertible note redemptions |
3,467 | - | - | 3,467 | ||||||||||||
|
Total other (income) expense |
15,515 | (4 | ) | - | 15,511 | |||||||||||
|
Net loss |
$ | (23,092 | ) | $ | 246 | $ | (356 | ) | $ | (23,202 | ) | |||||
|
Net loss per share: |
||||||||||||||||
|
Basic and diluted |
$ | (1.34 | ) | $ | - | $ | - | $ | (1.35 | ) | ||||||
|
Weighted average common shares outstanding: |
||||||||||||||||
|
Basic and diluted(1) |
17,176,339 | - | - | 17,176,339 | ||||||||||||
(1) No pro forma adjustment was made to weighted average shares outstanding because HTX Class A Units issued as part of consideration are subject to vesting and are not currently converted into Hope shares.
NRX PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands, Except Par Value and Share Amounts)
|
NRX |
Dura |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
|
Net patient service revenue |
$ | - | $ | 3,261 | $ | - | $ | 3,261 | ||||||||
|
Operating expense: |
||||||||||||||||
|
Cost of patient services |
- | 1,955 | - | 1,955 | ||||||||||||
|
Selling, general and administrative expenses |
13,500 | 782 | 52 | (C) | 14,334 | |||||||||||
|
Research and development |
6,199 | - | - | 6,199 | ||||||||||||
|
Depreciation and amortization expense |
5 | 34 | 712 | (B) | 751 | |||||||||||
|
Settlement (income) expense |
(1,202 | ) | - | - | (1,202 | ) | ||||||||||
|
Total operating expenses |
18,502 | 2,771 | 764 | 22,037 | ||||||||||||
|
Loss from operations |
(18,502 | ) | 490 | (764 | ) | (18,776 | ) | |||||||||
|
Other (income) expense: |
||||||||||||||||
|
Interest income |
(44 | ) | (16 | ) | - | (60 | ) | |||||||||
|
Interest expense |
230 | - | - | 230 | ||||||||||||
|
Change in fair value of convertible notes payable |
2,654 | - | - | 2,654 | ||||||||||||
|
Change in fair value of warrant liabilities |
1,657 | - | - | 1,657 | ||||||||||||
|
Convertible note default penalty |
849 | - | - | 849 | ||||||||||||
|
Loss on convertible note redemptions |
1,278 | - | - | 1,278 | ||||||||||||
|
Total other (income) expense |
6,624 | (16 | ) | - | 6,608 | |||||||||||
|
Net loss |
$ | (25,126 | ) | $ | 506 | $ | (764 | ) | $ | (25,384 | ) | |||||
|
Net loss per share: |
||||||||||||||||
|
Basic and diluted |
$ | (2.36 | ) | $ | - | $ | - | $ | (2.38 | ) | ||||||
|
Weighted average common shares outstanding: |
||||||||||||||||
|
Basic and diluted(1) |
10,644,461 | - | - | 10,644,461 | ||||||||||||
(1) No pro forma adjustment was made to weighted average shares outstanding because HTX Class A Units issued as part of consideration are subject to vesting and are not currently converted into Hope shares.
NRX PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(In Thousands, Except Par Value and Share Amounts)
|
NRX |
Dura |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
|
ASSETS |
||||||||||||||||
|
Current assets: |
||||||||||||||||
|
Cash and cash equivalents |
$ | 2,910 | $ | 687 | $ | (3,262 | ) | $ | 335 | |||||||
|
Accounts receivable, net |
- | 197 | - | 197 | ||||||||||||
|
Prepaid expense and other current assets |
1,680 | 14 | - | 1,694 | ||||||||||||
|
Total current assets |
4,590 | 898 | (3,262 | ) | 2,226 | |||||||||||
|
Other assets |
248 | 8 | 256 | |||||||||||||
|
Furniture and equipment, net |
- | 75 | - | 75 | ||||||||||||
|
Right-of-use asset |
- | 375 | - | 375 | ||||||||||||
|
Right-of-use asset - related party |
- | 177 | - | 177 | ||||||||||||
|
Intangible assets, net |
- | - | 1,801 | 1,801 | ||||||||||||
|
Goodwill |
- | - | 693 | 693 | ||||||||||||
|
Total assets |
$ | 4,838 | $ | 1,533 | $ | (768 | ) | $ | 5,603 | |||||||
|
LIABILITIES AND (DEFICIT) EQUITY |
||||||||||||||||
|
Current liabilities: |
||||||||||||||||
|
Accrued clinical site costs |
$ | 351 | $ | - | $ | - | $ | 351 | ||||||||
|
Convertible note payable and accrued interest, current |
9,854 | - | - | 9,854 | ||||||||||||
|
Insurance loan payable |
378 | - | - | 378 | ||||||||||||
|
Warrant liabilities |
16,266 | - | - | 16,266 | ||||||||||||
|
Accounts payable and accrued expenses |
13,604 | 209 | - | 13,813 | ||||||||||||
|
Operating lease liability |
- | 72 | - | 72 | ||||||||||||
|
Operating lease liability - related party |
- | 67 | - | 67 | ||||||||||||
|
Total current liabilities |
40,453 | 348 | - | 40,801 | ||||||||||||
|
Operating lease liability, non-current |
- | 307 | - | 307 | ||||||||||||
|
Operating lease liability - related party, non-current |
- | 110 | - | 110 | ||||||||||||
|
Convertible note payable and accrued interest, long term |
- | - | - | - | ||||||||||||
|
Total liabilities |
40,453 | 765 | - | 41,218 | ||||||||||||
|
Stockholders’ deficit: |
||||||||||||||||
|
Preferred stock |
- | - | - | - | ||||||||||||
|
Series A convertible preferred stock |
- | - | - | - | ||||||||||||
|
Common stock |
19 | - | - | 19 | ||||||||||||
|
Additional paid-in capital |
265,731 | - | - | 265,731 | ||||||||||||
|
Accumulated deficit |
(301,365 | ) | - | - | (301,365 | ) | ||||||||||
|
Member's equity |
- | 768 | (768 | ) | - | |||||||||||
|
Total (deficit) equity |
(35,615 | ) | 768 | (768 | ) | (35,615 | ) | |||||||||
|
Total liabilities and (deficit) equity |
$ | 4,838 | $ | 1,533 | $ | (768 | ) | $ | 5,603 | |||||||
NRX PHARMACEUTICALS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Accounting for the Acquisition
The Acquisition was accounted for as a business combination using the acquisition method with NRX as the accounting acquirer in accordance with Accounting Standards Codification Topic 805 (“ASC 805”), Business Combinations. Under ASC 805, assets acquired and liabilities assumed in a business combination are to be recognized and measured at their estimated acquisition date fair value.
Note 2 - Basis of Pro Forma Presentation
Basis of Preparation of the Pro Forma Information
The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the period ended December 31, 2024 give effect to the Acquisition as if the Acquisition had occurred on January 1, 2024.
These unaudited pro forma combined financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions described below. The unaudited pro forma combined financial statements are not necessarily indicative of what the actual results of operations or financial position of the Company would have been if the Acquisition had in fact occurred on the dates or for the periods indicated, nor does it purport to project the results of operations or financial position of the Company for any future periods or as of any date. The unaudited pro forma combined financial statement does not give effect to any cost savings, operating synergies, and revenue enhancements expected to result from the transactions or the costs to achieve these cost savings, operating synergies, and revenue enhancements.
The unaudited pro forma combined financial statements include material estimates and assumptions related to purchase price accounting for the Acquisition and the fair value estimate of the purchase consideration, as discussed further below.
The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes of the Company and historical financial statement and related notes of Dura. The unaudited pro forma condensed combined statement of operations for the period ended December 31, 2024 includes acquisition adjustment for certain non-recurring item, including the estimated acquisition-related expense included in Notes 5.C. below.
Accounting for the Acquisition
The Acquisition has been accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805. NRX is considered the accounting acquirer based on an evaluation of the facts and circumstances, including:
● Governance and Control: NRX retained control of the board of directors and appointed the majority of executive officers of the combined company.
● Voting Rights: NRX’s existing shareholders continue to hold voting control through NRX common stock.
● Operational Control: NRX directs the day-to-day operations, financial reporting, and strategic decision-making of the combined entity.
● Legal Structure: The transaction was structured as a membership interest purchase executed through NRX’s wholly owned subsidiary, HOPE, together with HTX, a wholly owned subsidiary of HOPE. Following the transaction, NRX continues to operate as the SEC registrant and public company.
As the accounting acquirer, NRX has recorded the assets acquired and liabilities assumed of Dura at their estimated fair values as of the acquisition date. The excess of the purchase consideration over the fair value of net assets acquired, if any, is recorded as goodwill.
The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and is based on the historical financial statements of NRX and Dura. The acquisition method of accounting is based on ASC 805, with the Company as the accounting acquirer, and uses the fair value concepts defined in ASC 820, Fair Value Measurement.
ASC 805 requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the date the Acquisition is completed.
ASC 820 defines the term “fair value,” sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price 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.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, NRX may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect NRX’s intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded, as of the completion of the Acquisition, primarily at their respective fair values, with the excess of the purchase consideration over the fair value of Dura’s net assets, allocated to goodwill, if any, and added to those of NRX. Financial statements and reported results of operations of NRX issued after completion of the Acquisition will reflect these values and will not be retroactively restated to reflect the historical financial position or results of operations of Dura. The pro forma allocation of purchase consideration and the related fair value of the purchase consideration presented in the unaudited pro forma combined financial information is preliminary and subject to change. The final purchase price allocation will be determined during the measurement period and may differ materially from the amounts reflected in the pro forma information. In accordance with ASC 805, the final allocation will be completed as soon as practicable, but no later than one year after the closing date.
Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred.
The unaudited pro forma combined financial statements do not include any adjustments to the realization of any costs (or cost savings) from operating efficiencies, synergies, or other restructuring activities that might result from the Dura Acquisition. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma combined financial information is presented for informational purposes only and does not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company.
These unaudited pro forma combined financial statements are presented based on accounting principles generally accepted in the United States of America (“U.S. GAAP”). The historical financial statements of NRX and Dura were prepared in accordance with U.S. GAAP.
Note 3 – Accounting Policies and Reclassifications
Upon consummation of the Acquisition, the Company performed a comprehensive review of the two entities’ accounting policies. Based on its analysis, the Company did not identify any differences that would have a material impact on the unaudited pro forma combined financial information. As a result, the unaudited pro forma combined financial information does not assume any differences in accounting policies.
Note 4 – Preliminary Purchase Consideration and Purchase Price Allocation
The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are as follows:
(A) Transaction and Estimated Purchase Consideration
The preliminary fair value of the consideration transferred was $3.3 million, consisting of cash consideration (subject to customary closing adjustments).
The aggregate consideration payable for the acquired interests also included the issuance of 6,188 Class A Units of HTX as rollover equity, and contingent payments of up to $3,000,000. The 6,188 Class A Units of HTX vest in equal annual installments over a three-year period following the effective date, subject to the continued employment of Dura member. In accordance with ASC 805 and ASC 718 Compensation—Stock Compensation, the issuance of the 6,188 Class A Units of HTX, which are subject to conditional vesting, and the contingent consideration of up to $3,000,000 payable over three years based on specified EBITDA performance targets were determined to represent post-employment compensation and are excluded from the purchase price consideration. These amounts will be recognized as compensation expense in future periods as the related services are rendered.
The Company recorded all tangible and identifiable intangible assets acquired and liabilities assumed at their preliminary estimated fair values as of the acquisition date. The total estimated purchase consideration was $3.3 million. The following represents the allocation of the estimated purchase consideration as if the transaction had occurred on June 30, 2025:
|
Preliminary Amount Recognized as of the Acquisition Date (In Thousands) |
||||
|
Assets assumed |
||||
|
Cash and cash equivalents |
$ | 687 | ||
|
Accounts receivable, net |
197 | |||
|
Prepaid expenses and deposits |
14 | |||
|
Furniture and equipment, net |
75 | |||
|
Right-of-use asset |
375 | |||
|
Right-of-use asset - related party |
177 | |||
|
Other assets |
8 | |||
|
Trade name and trademarks |
669 | |||
|
Customer relationship |
605 | |||
|
Non-compete agreement |
527 | |||
|
Goodwill |
693 | |||
|
Total assets acquired |
$ | 4,027 | ||
|
Liabilities assumed |
||||
|
Accounts payable and accrued expenses |
$ | (16 | ) | |
|
Accrued salaries and benefits |
(193 | ) | ||
|
Operating lease liability |
(72 | ) | ||
|
Operating lease liability - related party |
(67 | ) | ||
|
Operating lease liability, non-current |
(307 | ) | ||
|
Operating lease liability - related party, non-current |
(110 | ) | ||
|
Total liabilities assumed |
$ | (765 | ) | |
|
Net assets acquired |
$ | 3,262 |
The Company has identified trade name and trademarks, customer relationships and non-compete agreement as intangible assets acquired in the business combination. Trade name and trademarks was recognized based on its distinct branding and expected contribution to future revenues. Customer relationships represents the value of established patient relationships and referral sources. Non-compete agreements was arising from restrictive covenants in the purchase agreement. Each of the intangible assets are finite lived intangible assets. Trade name was assigned a useful life of 8 years, customer relationship was assigned a useful life of 3 years and non-compete agreement was assigned a useful life of 5 years.
The Acquisition was recorded as a business combination on a preliminary valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs). We expect to complete our purchase price allocation, as well as our fair value estimate of the purchase price consideration as soon as reasonably possible, not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material. Goodwill and intangible assets represent the excess of the purchase price consideration over the preliminary valuation of the net assets acquired.
Note 5 – Transaction Accounting Adjustments to Unaudited Pro Forma Combined Statements
The transaction accounting adjustments included in the unaudited condensed combined pro forma statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024 are as follows:
(B) Represents pro forma adjustment for the amortization expense of $356 thousand for the six months ended June 30, 2025, and $712 thousand for the year ended December 31, 2024, which was recorded based on the estimated useful lives of acquired intangible assets.
(C) Represents pro forma adjustment for $52 thousand related to a finder’s fee incurred and earned upon closing of the Acquisition. This amount is reflected in the year ended December 31, 2024 and is considered non-recurring. No adjustment was made for the six months ended June 30, 2025 as the fee was fully recognized at closing.