NRX Pharmaceuticals(NRXP) - 2024 Q4 - Annual Report

Financing and Capital Structure - NRx Pharmaceuticals closed $10.87 million in debt capital financing in 2024 and an additional$8.5 million in January 2025, totaling $16.3 million from institutional investors[472]. - The Company secured$8.5 million in new financing subsequent to December 31, 2024, to support working capital requirements through the end of fiscal year 2025[498]. - The Company entered into a securities purchase agreement on January 27, 2025, for the sale of 1,215,278 shares at a purchase price of $2.88 per share, generating gross proceeds of approximately$3.5 million[499][500]. - The Company executed an agreement on August 12, 2024, to sell and issue $16.3 million of Notes and Warrants, with proceeds used to settle outstanding amounts owed and for working capital needs[532]. - The Company completed the February 2024 Public Offering with gross proceeds of approximately$1.7 million, selling shares at a public offering price of $3.00 each, while underwriters purchased at$2.76 per share[537]. - The February 2024 Private Placement raised approximately $1.0 million by issuing 270,000 shares at a price of$3.80 per share, representing a 26.7% premium to the public offering price[539]. - Financing activities provided $7.485 million in cash during 2024, primarily from the issuance of common stock and warrants, offset by$7.9 million in repayments of convertible notes[545]. Research and Development - The company initiated a New Drug Application (NDA) for NRX-101 in Q4 2024, with an anticipated FDA decision date by June 30, 2025[474]. - NRX-101 received Qualified Infectious Disease Product designation and Fast Track designation for treating Complicated Urinary Tract Infection[479]. - The company is developing HTX-100, a novel pH neutral formulation of ketamine, expected to begin clinical testing by 2026[477]. - For the year ended December 31, 2024, the company recorded $6.2 million in research and development expenses, a decrease of$7.2 million from $13.4 million in 2023, primarily due to the conclusion of the phase 2 study related to NRX-101[519]. - The Company has a contractual obligation to pay milestone payments of$0.3 million upon completion of phase 3 trials for NRX-101, along with ongoing royalties of 1% to 2.5% of gross sales[548]. Financial Performance - For the years ended December 31, 2024 and 2023, NRx Pharmaceuticals reported net losses of $25.1 million and$30.2 million, respectively[506]. - The company reported a net loss of $25.1 million for the year ended December 31, 2024, an improvement of$5.0 million from a net loss of $30.2 million in 2023[518]. - The net cash used in operating activities for the year ended December 31, 2024, was approximately$10.6 million, resulting from a net loss of $25.1 million[542]. - The Company reported a net cash decrease of$3.152 million for the year ended December 31, 2024, compared to a decrease of $15.459 million in 2023[542]. - The Company has generated no revenues and expects to continue incurring significant operating losses, relying on equity and/or debt financing to continue operations[527]. - The Company has no revenues and has suffered operating losses since inception, raising substantial doubt about its ability to continue as a going concern[569]. Assets and Liabilities - As of December 31, 2024, NRx Pharmaceuticals had an accumulated deficit of$278.3 million and a stockholders' deficit of $23.5 million[506]. - As of December 31, 2024, the Company reported total assets of$3.651 million, a decrease from $7.315 million in 2023, and total liabilities increased to$26.874 million from $19.048 million[542]. - The Company incurred a working capital deficit of$18.8 million as of December 31, 2024[506]. - The Company reported a working capital deficit as of December 31, 2024[569]. Compliance and Regulatory Matters - The Nasdaq Stock Market notified the Company on July 20, 2023, regarding non-compliance with the minimum market value of listed securities requirement of $50 million[510]. - The company received a written notification from Nasdaq on August 6, 2024, indicating non-compliance with the minimum market value of listed securities requirement of$35 million for 33 consecutive business days[512]. - The Company transferred its listing from the Nasdaq Global Market to the Nasdaq Capital Market on January 19, 2024, after receiving an exception to the Nasdaq Listing Rules[511]. Strategic Initiatives - A non-binding offer was accepted for licensing NRX-100, which includes potential milestones of $325 million and royalties ranging from 11$13.5 million, down from $14.2 million in 2023, reflecting a decrease of$0.7 million[520]. - The total operating expenses for the year ended December 31, 2024, were $18.5 million, a reduction of$9.3 million compared to $27.8 million in 2023[518]. Other Financial Matters - The Company recorded a default penalty of$0.8 million for the year ended December 31, 2024, due to alleged default in connection with the Streeterville convertible note[523]. - The fair value of the convertible note was estimated using a Monte Carlo simulation model, which is complex and subjective[575][576]. - The valuation of the convertible note as of December 31, 2024, was identified as a critical audit matter[576]. - Management's estimate of the fair value of the convertible note was agreed upon after independent testing of data and assumptions[577].