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NRX Pharmaceuticals(NRXP) - 2023 Q4 - Annual Report

Financial Performance - NRx Pharmaceuticals achieved a net loss of 30.2millionforthefiscalyear2023,animprovementfromanetlossof30.2 million for the fiscal year 2023, an improvement from a net loss of 39.8 million in 2022, resulting in an accumulated deficit of 253.1millionasofDecember31,2023[525].NRxPharmaceuticalsreportedanetlossof253.1 million as of December 31, 2023[525]. - NRx Pharmaceuticals reported a net loss of 30.15 million for the year ended December 31, 2023, a decrease of 9.6millioncomparedtoanetlossof9.6 million compared to a net loss of 39.75 million in 2022[536]. - NRx Pharmaceuticals improved its negative Earnings per Share to (0.40)inFY2023,comparedto(0.40) in FY 2023, compared to (0.60) in the prior 12-month period, with management projecting positive cash flow by year-end 2024[512]. - The Company reported a net cash used in operating activities of 21.657millionfortheyearendedDecember31,2023,comparedto21.657 million for the year ended December 31, 2023, compared to 39.755 million in 2022[572]. - Total operating expenses for 2023 were 27.84million,downfrom27.84 million, down from 44.34 million in 2022, reflecting a reduction of 16.5million[536].Researchanddevelopmentexpensesdecreasedto16.5 million[536]. - Research and development expenses decreased to 13.37 million in 2023 from 17.03millionin2022,primarilyduetoa17.03 million in 2022, primarily due to a 2.1 million reduction in clinical trial costs[537]. - General and administrative expenses fell to 14.22millionin2023,downfrom14.22 million in 2023, down from 27.31 million in 2022, a decrease of 13.1million[538].Thecompanyhasnotgeneratedanyrevenuesandcontinuestoincursignificantoperatinglosses,relyingonequityanddebtfinancingforoperations[545].TheCompanyhasaconvertiblenotepayableof13.1 million[538]. - The company has not generated any revenues and continues to incur significant operating losses, relying on equity and debt financing for operations[545]. - The Company has a convertible note payable of 9.161 million as of December 31, 2023, down from 10.525millionin2022[571].Totalliabilitiesincreasedto10.525 million in 2022[571]. - Total liabilities increased to 19.048 million in 2023 from 18.407millionin2022[571].CapitalRaisingandFinancingActivitiesThecompanysuccessfullyraised18.407 million in 2022[571]. Capital Raising and Financing Activities - The company successfully raised 9.2 million in new capital during FY 2023, with an additional 7.8millionaddedtoworkingcapitalinQ12024,contributingtoagreaterthan507.8 million added to working capital in Q1 2024, contributing to a greater than 50% reduction in corporate indebtedness[512]. - The Company completed a public offering in February 2024, raising approximately 1.5 million at a price of 0.30pershare[546].AprivateplacementinFebruary2024generatedapproximately0.30 per share[546]. - A private placement in February 2024 generated approximately 1.0 million from the sale of 2.7 million shares at a price of 0.38pershare[549].Financingactivitiesprovided0.38 per share[549]. - Financing activities provided 6.201 million of cash in 2023, primarily from the issuance of common stock and Series A preferred stock[576]. - For the year ended December 31, 2022, financing activities provided 32.2millionincash,including32.2 million in cash, including 22.7 million from the issuance of common stock and warrants, and 10.0millionfromconvertiblenotespayable[577].TheCompanyissued3,866,666sharesofcommonstockinMarch2023,raisingapproximately10.0 million from convertible notes payable[577]. - The Company issued 3,866,666 shares of common stock in March 2023, raising approximately 2.5 million[560]. - The Company issued 9,670,002 shares of common stock in June 2023, generating approximately 5.6millioninnetcashproceeds[566].DrugDevelopmentandPartnershipsNRxPharmaceuticalsestablishedadrugdevelopmentpartnershipwithAlvogen,Inc.andLotusPharmaceuticalCompany,whichcouldyieldupto5.6 million in net cash proceeds[566]. Drug Development and Partnerships - NRx Pharmaceuticals established a drug development partnership with Alvogen, Inc. and Lotus Pharmaceutical Company, which could yield up to 330 million in milestone payments and a double-digit royalty on net sales worldwide[512]. - NRx-101 received Breakthrough Therapy Designation from the FDA, demonstrating a significant reduction in symptoms of depression and suicidality in bipolar patients[518]. - The company has manufactured over 1 million oral doses of NRX-101 to commercial standards, with expectations of five years of room temperature shelf stability[513]. - NRx Pharmaceuticals has identified NRX-101 as a potent antibiotic for treating complicated urinary tract infections, receiving Qualified Infectious Disease Product and Fast Track designations from the FDA[517]. - The Company entered into a License Agreement with Alvogen, allowing for up to 330millionincashmilestonepayments,includinganinitial330 million in cash milestone payments, including an initial 10 million[564]. - The Company is eligible to receive 5millionasanadvanceofthefirstmilestonecompletionwithintheAlvogenAgreementasofFebruary7,2024[565].Thecompanycompletedpatientdatacollectionforaclinicaltrialstudyingsuicidalbipolardepression,withtoplinedataexpectedinApril2024[512].ComplianceandConcernsNRxPharmaceuticalsreceivedanoticefromNasdaqfornoncompliancewiththeminimummarketvalueoflistedsecurities,requiringaminimumof5 million as an advance of the first milestone completion within the Alvogen Agreement as of February 7, 2024[565]. - The company completed patient data collection for a clinical trial studying suicidal bipolar depression, with top-line data expected in April 2024[512]. Compliance and Concerns - NRx Pharmaceuticals received a notice from Nasdaq for non-compliance with the minimum market value of listed securities, requiring a minimum of 50 million for 10 consecutive business days by January 22, 2024[529]. - NRx Pharmaceuticals has concluded that substantial doubt exists about its ability to continue as a going concern for at least twelve months from the issuance of its consolidated financial statements[526]. Accounting and Valuation - The company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock option awards, considering factors such as volatility and expected term[585]. - The fair value of the convertible note payable is estimated using a Monte Carlo simulation model, which incorporates factors like equity volatility and risk-free interest rate[590]. - The company has no significant accounting policies that require subjective estimates and judgments that could materially impact its financial condition[582]. - The company’s convertible promissory note is accounted for at fair value, with changes recorded as non-operating loss in the consolidated statements of operations[589]. - The company has no cash dividends on common stock and does not expect to pay any in the foreseeable future[585]. - The company’s management evaluates estimates and judgments on an ongoing basis, with significant estimates related to earnout cash liability and stock-based compensation[581]. Royalties and Obligations - The company is obligated to pay ongoing royalties of 1% to 2.5% of NRX-101 gross sales to Sarah Herzog Memorial Hospital, along with milestone payments of 0.3millionuponcompletionofphase3trials[579].TheCompanyhasaMinimumPaymentPerioduntilDecember31,2023,withmonthlypaymentsof0.3 million upon completion of phase 3 trials[579]. - The Company has a Minimum Payment Period until December 31, 2023, with monthly payments of 400,000 to Streeterville[556]. - The milestone payments for developmental and commercial milestones range from 0.1millionto0.1 million to 0.8 million[579].