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Note 2 - Going Concern
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

Note 2. Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has incurred recurring operating losses and negative cash flows from operations. For the nine months ended September 30, 2025, the Company reported a net loss of approximately $29.0 million, used cash in operations of approximately $10.4 million, had an accumulated deficit of approximately $307.3 million. As of September 30, 2025, the Company had cash and cash equivalents of $7.2 million and a working capital deficit of $28.6 million.

 

The Company generated initial patient service revenue of approximately $0.2 million during the quarter ended September 30, 2025, following the acquisition of Dura on September 8, 2025. Management expects to continue incurring operating losses through at least the remainder of 2025 as it integrates Dura and pursues additional acquisitions through its HOPE subsidiary. While management projects incremental revenue from clinical operations and, upon regulatory approval, from pharmaceutical product sales, these projections are subject to significant uncertainty, including successful completion of pending acquisitions and receipt of FDA approval for NRX-100 and NRX-101. 

 

As of September 30, 2025, the Company had $7.2 million in cash and cash equivalents. On January 27, 2025, the Company entered into a securities purchase agreement (the “First RD Purchase Agreement”) with the investors for the sale by the Company of 1,215,278 shares (the “First RD Shares”) of Common Stock to the investors, at a purchase price of $2.88 per share, in a registered direct offering (the “First Registered Direct Offering”). The closing of the sales of these securities under the First RD Purchase Agreement occurred on or about January 29, 2025 (the “First RD Closing Date”), resulting in net proceeds to the Company of approximately $3.255 million after transaction costs. Concurrently with the sale of the First RD Shares, pursuant to the First RD Purchase Agreement the Company also sold to the investors unregistered Common Stock purchase warrants (the “First RD Warrants”) to purchase up to an aggregate of 1,215,278 shares of Common Stock (the “First RD Warrant Shares”), in a private placement. Subject to certain beneficial ownership limitations, the RD Warrants are immediately exercisable upon issuance at an exercise price equal to $2.88 per share of Common Stock, subject to adjustments as provided under the terms of the RD Warrants and are exercisable for five years from the First RD Closing Date.

 

On August 18, 2025, the Company entered into a securities purchase agreement (the “Second RD Purchase Agreement”) with certain accredited investors for the sale of an aggregate of 3,959,999 shares of the Company’s Common Stock, at a purchase price of $1.65 per share (the “Second Registered Direct Offering”). The Second Registered Direct Offering closed on August 18, 2025, and resulted in net proceeds of approximately $6.2 million, after deducting placement agent fees and other offering-related expenses of approximately $0.3 million. Concurrently with the execution of the Second RD Purchase Agreement, the purchasers of the Second Registered Direct Offering entered into Lock-Up Agreements with the Company, pursuant to which they agreed not to sell, transfer, or otherwise dispose of the shares of Common Stock, subject to certain exceptions, without the prior written consent of the Company until August 19, 2026.

 

Pursuant to the purchase agreement (the “Anson Purchase Agreement”) with Anson Investment Master Fund LP and Anson East Master Fund LP (collectively “Anson”), on January 28, 2025 (the “Third Closing Date”), the Company sold a total of $5.4 million in Notes (as defined below) subject to an original issue discount of 8% or $0.435 million less other issuance costs of $0.4 million noted below (the “Third Tranche Notes” and collectively with the First Tranche Notes and Second Tranche Notes, the (“Anson Notes”)), with an aggregate purchase price of approximately $5.0 million, and warrants to purchase up to 862,699 shares of Common Stock. The Company intends to use the net proceeds from these transactions for general corporate purposes, including the funding of certain capital expenditures (See Note 10 and 12).

 

On September 30, 2025, 1,870,960 shares underlying Anson Warrants were exercised for cash proceeds of $3.09 million. Because the exercise proceeds were received subsequent to September 30, 2025, the Company recorded a subscription receivable asset of $3.09 million as of September 30, 2025. The exercise proceeds of $3.09 million were received on October 1, 2025.

 

On April 17, 2025, the Company reinstated its at-the-market offering and increased the maximum aggregate offering amount and filed a prospectus supplement under the offering agreement for an aggregate of $20,000,000. During the three months ended September 30, 2025, the Company sold an aggregate of 1,350,788 shares of Common Stock for approximately $3.81 million, net of less than $0.1 million in offered costs. During the nine months ended September 30, 2025, the Company sold an aggregate of 1,749,866 shares of Common Stock for approximately $4.85 million, net of $0.1 million in offering costs. For more information regarding the Company’s at-the-market offering, please see Note 12, “Equity,” of these unaudited condensed consolidated quarterly financial statements.

 

The Company has secured operating capital that it anticipates as sufficient to fund its drug development operations through at least the second quarter of 2026 and to finance submission of FDA NDAs for NRX-100 and NRX-101. The Company additionally expects to continue to accrue revenue from clinical operations. The Company may pursue additional equity or debt financing or refinancing opportunities in 2025 and 2026 to fund ongoing clinical activities, to meet obligations under its current debt arrangements and for general corporate purposes. Such arrangements may take the form of loans, equity offerings, strategic agreements, licensing agreements, joint ventures, or other agreements. The sale of equity could result in additional dilution to the Company’s existing stockholders. The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms, or that it will be able to refinance its existing debt obligations which could negatively impact the Company’s business and operations and could also lead to a reduction in the Company’s operations. The Company will continue to carefully monitor the impact of its continuing operations on the Company’s working capital needs and debt repayment obligations. As such, the Company has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for a period of at least twelve months from the date of issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the company be unable to continue as a going concern.