Amendment: NRX Pharmaceuticals Inc. filed SEC Form 8-K: Financial Statements and Exhibits

Form 8-K/A date of report 09-08-25 true 0001719406 0001719406 2025-09-08 2025-09-08 0001719406 nrxp:CommonStockCustomMember 2025-09-08 2025-09-08 0001719406 nrxp:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2025-09-08 2025-09-08

 

 

 

FORM 8-K/A
(Amendment No. 1)

 

 

 

 

 

 

(Registrant’s telephone number, including area code)      

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act: 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On September 12, 2025, NRx Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) reporting the completion of its acquisition of Dura Medical, LLC, a Florida limited liability company (“Dura Medical”). This Amendment No. 1 to the Current Report on Form 8-K/A being filed to amend the Original Filing to provide the financial statements of Dura Medical required by Item 9.01(a) and the pro forma financial statements of the Company required by Item 9.01(b). Except as set forth herein, no modifications have been made to information contained in the Original Filing, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original Filing.

 

 

 

 

The audited financial statements of Dura Medical as of and for the fiscal year ended December 31, 2024, and the notes related thereto, are filed as Exhibit 99.1 of the Company’s Current Report on Form 8-K, and are incorporated by reference into this Item 9.01(a).

 

The unaudited financial statements of Dura Medical as of June 30, 2025 and for the six months ended June 30, 2025, and the notes related thereto, are filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K and are incorporated by reference into this Item 9.01(a).

 

 

 

The unaudited pro forma combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the fiscal year ended December 31, 2024, and the notes related thereto, are filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K and are incorporated by reference into this Item 9.01(b).

 

 

(d) Exhibits

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.