NRX Pharmaceuticals, Inc. 8-K

What Happened

• NRX Pharmaceuticals, Inc. announced on December 18, 2025 (press release attached as Exhibit 99.1) that it repaid the remaining $5.4 million balance-sheet debt owed to Anson Funds, LLC by converting that debt into common stock. The company says this conversion has eliminated all balance-sheet debt. The disclosure was furnished on a Form 8-K filed December 29, 2025.

Key Details

• $5.4 million: remaining debt balance to Anson Funds, LLC, converted to equity.
• Repayment mechanism: conversion of the debt into the company’s common stock (equity conversion).
• Result: company states it has "eliminated all balance sheet debt" following the conversion.
• Exhibits included with the 8-K: press release (Exhibit 99.1) and a Debt Cancellation Agreement / Pay-Off Letter (Exhibit 99.2).

Why It Matters

• Balance-sheet impact: eliminating $5.4M of debt reduces the company’s leverage and removes the related liability from its balance sheet, which can lower future interest obligations and improve financial flexibility.
• Equity impact: repaying debt via conversion to common stock increases shareholders’ equity and will increase shares outstanding (the filing does not disclose the number of shares issued in the conversion). Investors should note the trade-off between reduced debt and potential dilution to existing shareholders.
• Operational/financial signals: this is a material capital-structure change disclosed under Regulation FD; it affects the company’s financial position but the 8-K does not provide detailed financial statement adjustments or the specific share-count impact.