NRX Pharmaceuticals Inc美股招股说明书(2025-12-22版)

COMMON STOCKPREFERRED STOCKDEBT SECURITIESDEPOSITARY SHARESWARRANTSRIGHTSPURCHASE CONTRACTSUNITS From time to time, we may offer and sell, in one or more offerings, up to $150 million of our common stock, par value$0.001 per share (the “Common Stock”), shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchasecontracts or units, or any combination thereof. We may also offer securities as may be issuable upon conversion, repurchase, This prospectus provides a general description of the securities we may offer from time to time. Each time we offersecurities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one ormore free writing prospectuses to be provided to you in connection with an offering. The prospectus supplement and any relatedfree writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this Our Common Stock is listed on The Nasdaq Capital Market, which we sometimes refer to herein as “Nasdaq,” under thesymbol “NRXP.” On December 19, 2025, the closing price of our Common Stock was $2.37 per share. We may offer and sell our securities to or through one or more agents, underwriters, dealers or other third parties ordirectly to one or more purchasers on a continuous or delayed basis. If agents, underwriters or dealers are used to sell oursecurities, we will name them and describe their compensation in a prospectus supplement. The price to the public of our securitiesand the net proceeds we expect to receive from the sale of such securities will also be set forth in a prospectus supplement. For Our business and investing in our securities involves significant risks. You should review carefully the risks anduncertainties referenced under the heading“Risk Factors”on page 3of this prospectus, as well as those contained in the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal The date of this prospectus isDecember 22, 2025 ABOUT THISPROSPECTUS This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the“SEC”), usinga “shelf” registration process.Under this shelf registration process, we may sell the securities described in this prospectus in one ormore offerings.This prospectus provides you with a general description of the securities which may be offered.Each time we offersecurities for sale, we will provide a prospectus supplement that contains information about the specific terms of that offering. Wemay also authorize one or more free writing prospectuses to be provided to you that may contain material information relating tothese offerings. Any prospectus supplement or free writing prospectus may also add or update information contained in thisprospectus.If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or You should rely only on the information contained or incorporated by reference in this prospectus, and in any prospectussupplement or free writing prospectus.We have not authorized any other person to provide you with different information.Ifanyone provides you with different or inconsistent information, you should not rely on it.We are not making offers to sell orsolicitations to buy the securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized,or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make anoffer or solicitation.You should not assume that the information in this prospectus or any prospectus supplement, as well as the This prospectus contains summaries of certain provisions contained in some of the documents described herein, butreference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by theactual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by PROSPECTUS SUMMARY This summary highlights information contained in this prospectus, or incorporated by reference into this prospectus, anddoes not contain all of the information that you should consider in making your investment decision. Before investing in oursecurities, you should carefully read this entire prospectus, including the information set forth under the section entitled“RiskFactors,”as well as our consolidated financial statements, the related notes thereto, and other information incorporated by Unless the context requires otherwise, the words“we,”“us,”“our,”the“Company,”“NRx Pharmaceuticals,”and“NRx”refer to NRx Pharmaceuticals, Inc., a Delaware corporation, and its wholly owned subsidiaries, NeuroRx, Inc., ("Neu