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NRx Pharmaceuticals files NT 10-Q, says second-quarter Form 10-Q will be late

Tickers NRXP

NRx Pharmaceuticals (Nasdaq: NRXP) told the SEC it needs more time to compile information for its June 30, 2025 quarterly report. It expects to file within five calendar days of the due date.

Key facts

Company
NRX Pharmaceuticals, Inc. (NASDAQ: NRXP)
News type
Distress
Primary source
NRX Pharmaceuticals, Inc. Form NT 10-Q filed August 14, 2025 (SEC EDGAR)
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NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) said it cannot file its quarterly report on time. The company submitted a Form NT 10-Q late filing notice on August 14, 2025 for the quarter ended June 30, 2025.

What the filing says

The notice is filed on Form 12b-25, the SEC's notification of late filing. In it, NRx says it is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 by the prescribed due date without unreasonable effort or expense. The reason given is that the company requires additional time to compile certain information into the Form 10-Q necessary for a complete presentation.

The company expects to file the Form 10-Q on or before the 5th calendar day following the prescribed due date. The form's box for that relief is checked.

On the form, NRx answered yes when asked whether all other periodic reports required during the preceding 12 months have been filed. It answered no when asked whether it anticipates any significant change in results of operations from the corresponding period of the last fiscal year to be reflected in the earnings statements.

The notice lists the company's principal executive office as 1201 Orange Street, Suite 600, Wilmington, DE 19801. Chief Financial Officer Michael Abrams is named as the contact person and signed the form on August 14, 2025.

About NRx

In its annual report on Form 10-K filed March 14, 2025, NRx describes itself as a clinical-stage bio-pharmaceutical company. It works through its wholly-owned operating subsidiary, NeuroRx, Inc., to develop therapeutics for central nervous system disorders including suicidal depression, chronic pain, post-traumatic stress disorder and schizophrenia. The 10-K says all of its current drug development is focused on drugs that modulate the N-methyl-D-aspartate (NMDA) receptor.

The 10-K says NRx had a net loss of $25.1 million for 2024, against $30.2 million for 2023. As of December 31, 2024 it reported an accumulated deficit of $278.3 million, a stockholders' deficit of $23.5 million and a working capital deficit of $18.8 million. It says NRX-101 is still in Phase 2/3 clinical testing and that NRX-100 is a ketamine product. The 10-K says a significant portion of its growth strategy focuses on its subsidiary Hope Therapeutics, Inc. and its ability to purchase psychiatry clinics. Its going concern note says ongoing clinical activities continue to generate losses and net cash outflows from operations, and that the company plans to pursue additional equity or debt financing in 2025, which could dilute existing shareholders.

Financing background in the annual report

The 10-K also describes an agreement it calls the August SPA, under which the company sold up to $16.3 million of senior secured convertible notes in three tranches. The notes bear 6% interest, mature 15 months after issuance and may be settled in cash or in shares of common stock, so share settlement would dilute existing holders. The 10-K says all three tranches have closed for $16.3 million in gross proceeds, and that the company's working capital is sufficient through the end of the fiscal year ending December 31, 2025. The proceeds from the notes and warrants were used to settle amounts the company owed to Streeterville and for other working capital needs.

Who is involved

Michael Abrams, Chief Financial Officer, signed the NT 10-Q. The notice gives no reason for the delay beyond the need to compile information, and it does not say what that information is.

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