8-K
NRX Pharmaceuticals, Inc. (NRXP)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2025
| NRX PHARMACEUTICALS, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-38302 | 82-2844431 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
| 1201 Orange Street, Suite 600<br><br> <br>Wilmington, Delaware | 19801 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(484)254-6134
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | NRXP | The Nasdaq Stock Market LLC |
| Warrants to purchase one share of Common Stock | NRXPW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 18, 2025, NRx Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that the Company repaid the remaining $5.4 million balance sheet debt to Anson Funds, LLC, through equity conversion of common stock and has eliminated all balance sheet debt following the conversion. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference hereto.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release, dated December 18, 2025 |
| 99.2 | Debt Cancellation Agreement / Pay-Off Letter |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NRx Pharmaceuticals, Inc. | ||
|---|---|---|
| Date: December 29, 2025 | By: | /s/ Jonathan Javitt |
| Name: | Jonathan Javitt | |
| Its: | Interim Chief Executive Officer |
ex_902938.htm
Exhibit 99.1
NRx Pharmaceuticals (Nasdaq:NRXP) announces elimination of all balance sheet debt following equity conversion
| ● | Remaining $5.4 million debt was repaid through strategic equity conversion in common stock with no additional warrants or adjustment provisions |
|---|---|
| ● | Company anticipates that Dec 31 balance sheet will reflect no outstanding convertible debt |
| ● | Debt-free balance sheet sets the stage for accelerated growth in 2026 with potential drug approvals and clinic expansions |
WILMINGTON, Del., Dec. 2, 2025 – NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), a clinical-stage biopharmaceutical company, today announced that it has repaid the remaining $5.4 million balance sheet debt to Anson Funds, LLC, through equity conversion of common stock. There were no warrants or other repricing mechanisms associated with this transaction. Anson originally lent $16.2 million USD to the Company to fund repayment of prior loans and corporate operating expenses. With this repayment, the Company anticipates ending the 2025 calendar year with a balance sheet free of all debt. NRx believes that this milestone properly positions the company’s capital structure for accelerated growth with anticipated drug approvals and clinic expansions in the coming year.
“We thank Anson Funds for supporting our Company during a challenging period for biotechnology equities and for enabling us to advance our pharmaceutical and clinical programs toward potential 2026 approval and expansion in support of patients with suicidal depression and PTSD,” said Dr. Jonathan Javitt, MD, MPH, Chairman and CEO of NRx Pharmaceuticals and its subsidiary HOPE Therapeutics.
About NRx Pharmaceuticals, Inc.
NRx Pharmaceuticals, Inc. (www.nrxpharma.com), is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal depression, chronic pain, and PTSD. The Company is developing NRX-100 (preservative-free intravenous ketamine) and NRX-101, (oral D-cycloserine/lurasidone). NRX-100 has been awarded Fast Track Designation for the treatment of Suicidal ideation in Depression, including Bipolar Depression. NRX-101 has been awarded Breakthrough Therapy Designation for the treatment of suicidal bipolar depression. NRx has recently re-filed an Abbreviated New Drug Application (ANDA), and initiated a New Drug Application filing for NRX-100 with an application for the Commissioner’s National Priority Voucher Program for the treatment of suicidal ideation in patients with depression, including bipolar depression.
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "plan," "believe," "intend," "look forward," and other similar expressions among others. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company has reported regulatory milestones as they have been achieved but has not predicted the outcome of any future regulatory determination. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, including uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy, and, among other things, liquidity. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise.
| For further information: | |
|---|---|
| Matthew Duffy | Brian Korb |
| Chief Business Officer, NRx | Managing Partner, astr partners |
| (646) 335-5923 | (917) 653-5122 |
| mduffy@nrxpharma.com | brian.korb@astrpartners.com |
ex_902939.htm
Exhibit 99.2
| Toronto | Dallas | Registered |
|---|---|---|
| 181 Bay Street, Suite 4200 | 16000 Dallas Parkway, Suite 800 | Maples Corporate Services Limited |
| Toronto, Ontario M5J 2T3 Canada | Dallas, Texas, 75248 USA | PO Box 309 |
| Tel. 416.447.8874 | Tel. 214.866.0200 | Ugland House, Grand Cayman KY1-1104 |
| Cayman Islands |
NRx Pharmaceuticals, Inc.
1201 Orange Street, Suite 600
Wilmington, Delaware
19801
Re: Debt Cancellation Agreement/ Pay-Off Letter (the “Letter”) .
Reference is made to that certain Securities Purchase Agreement dated as of August 12, 2024 (the “SPA”) by and among NRx Pharmaceuticals, a Delaware corporation (the “Company”), Anson Investments Master Fund LP, a Cayman Islands exempted limited partnership (“AIMF”) and Anson East Master Fund LP (“AEMF,” and together with AIMF, the “Purchasers”), pursuant to which, among other things, the Purchasers purchased Notes and Warrants of the Company. All capitalized terms not defined herein shall have the meanings ascribed to them in the SPA.
The undersigned Purchasers and the Company hereby agree as follows:
| 1. | Debt Obligations Terminated. |
|---|---|
| (a) | This Letter confirms that the debt obligations of the Company in connection with the First Closing, Second Closing and Third Closing of the Notes have been satisfied in full by the Company (collectively, such obligations in connection with each such closing to be referred to herein as the “Debt”). |
| --- | --- |
| (b) | The Debt represents all amounts due, liabilities and/or other obligations owed by the Company and/or any of its affiliates (as defined in the Securities Act of 1933, as amended, the “Securities Act”), to the Purchasers pursuant to the SPA and any other Transaction Documents relating to the Debt. This Letter shall be construed in connection with and as part of the Transaction Documents and all the Warrants, as well as the terms, conditions, representations, warranties, covenants and agreements set forth in the Transaction Documents, except as herein amended or terminated in connection with the Company’s repayment of the Debt, are hereby ratified and confirmed and remain in full force and effect. |
| --- | --- |
| 2. | Governing Law. This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of Delaware without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in New Castle County, Delaware. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in New Castle County and the State of Delaware and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Delaware. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements. |
| --- | --- |
| 3. | Counterparts. This Letter may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when such counterparts have been signed by each party and delivered to the other parties; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile, signature. |
|---|
[ACKNOWLEDGMENT SIGNATURE PAGES TO FOLLOW]
2
| Agreed and Acknowledged : | |
|---|---|
| COMPANY: | |
| NRx PHARMACEUTICALS, INC. | |
| By: | |
| /s/ Michael S. Abrams | |
| Name: | Michael S. Abrams |
| --- | --- |
| Title: | Chief Financial Officer |
| --- | --- |
| Date: | December 29, 2025 |
| --- | --- |
| PURCHASERS: | |
| --- | |
| ANSON INVESTMENTS MASTER FUND LP | |
| By: | |
| /s/ Amin Nathoo | |
| Name: | Amin Nathoo |
| --- | --- |
| Title: | Chief Executive Officer of Anson Advisors Inc., co-investment advisor of Anson Investments Master Fund LP |
| --- | --- |
| Date: | December 29, 2025 |
| --- | --- |
| ANSON EAST MASTER FUND LP | |
| --- | |
| By: | |
| /s/ Amin Nathoo | |
| Name: | Amin Nathoo |
| --- | --- |
| Title: | Chief Executive Officer of Anson Advisors Inc., co-investment advisor of Anson East Master Fund LP |
| --- | --- |
| Date: | December 29, 2025 |
| --- | --- |
[ACKNOWLEDGMENT SIGNATURE PAGE TO DEBT CANCELLATION AGREEMENT/ PAY-OFF LETTER]