NRx Pharmaceuticals (NRXP) S-1 8 Apr 22 IPO registration Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2021
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	NRX Pharmaceuticals, Inc.
Entity Central Index Key	0001719406
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 27,605	$ 1,859
Account receivable, net of allowance of $257 as of December 31, 2020		831
Prepaid expenses and other current assets	5,109	240
Total current assets	32,714	2,930
Other assets	15	11
Total assets	32,729	2,941
Current liabilities:
Accounts payable	3,687	3,153
Accrued and other current liabilities	2,375	1,729
Accrued clinical site costs	469	1,547
Earnout Cash liability	4,582
Warrant liabilities	292
Notes payable and accrued interest	518	249
Accrued settlement expense		39,486
Total current liabilities	11,923	46,164
Notes payable and accrued interest		548
Total liabilities	11,923	46,712
Stockholders' equity (deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized; 58,810,550 and 42,973,462 shares issued and outstanding at December 31, 2021 and 2020, respectively	59	43
Additional paid-in capital	203,990	46,366
Accumulated deficit	(183,243)	(90,180)
Total stockholders' equity (deficit)	20,806	(43,771)
Total liabilities and stockholders' equity (deficit)	$ 32,729	$ 2,941

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Allowance for accounts receivable		$ 257
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	58,810,550	42,973,462
Common stock, shares outstanding	58,510,550	42,973,462

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 20,257	$ 10,625
General and administrative	74,944	11,436
Settlement expense	21,366	39,486
Reimbursement of expenses from Relief Therapeutics	(771)	(10,160)
Total operating expenses	115,796	51,387
Loss from operations	(115,796)	(51,387)
Other (income) expenses:
Gain on extinguishment of debt	(121)
Interest expense	18	56
Change in fair value of warrant liability	(1,692)
Change in fair value of Earnout Cash liability	(20,938)
Change in fair value of embedded put		27
Loss on conversion of convertible notes payable		307
Total other (income) expenses	(22,733)	390
Loss before tax	(93,063)	(51,777)
Net loss	(93,063)	(51,777)
Deemed dividend - warrants	(2,692)
Deemed dividend - Earnout Shares	(253,130)
Net loss attributable to common stockholders	$ (348,885)	$ (51,777)
Net loss per share:
Basic	$ (1.98)	$ (1.51)
Diluted	(1.98)	(1.51)
Net loss per share attributable to common stockholders:
Basic	(7.44)	(1.51)
Diluted	$ (7.44)	$ (1.51)
Weighted average common shares outstanding:
Basic	46,917,701	34,270,955
Diluted	46,917,701	34,270,955

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Convertible Series A Preferred Stock [Member]Preferred Stock	Convertible Series B-1A Preferred Stock [Member]Preferred Stock	Convertible Series B-1 Preferred Stock [Member]Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Retroactive application of reverse recapitalization	$ (1,000,000)	$ (316,848)	$ (1,000)	$ 31,000	$ (21,000)		$ 8,000
Retroactive application of reverse recapitalization (in shares)	(1,000)		(1,050,695)	30,563,009
Balance (as previously reported) at Dec. 31, 2019	$ 1,000		$ 1,000	$ 11,000	33,539,000	$ (38,403,000)	(4,851,000)
Balance (as previously reported) (in shares) at Dec. 31, 2019	1,000,000	316,848	1,050,695	10,686,191
Beginning balance at Dec. 31, 2019				$ 42,000	33,518,000	(38,403,000)	(4,843,000)
Beginning balance (in shares) at Dec. 31, 2019				41,249,200
Common stock issued					2,579,000		2,579,000
Common stock issued (in shares)				542,875
Series B-2 convertible preferred stock issued					50,000		50,000
Series B-2 convertible preferred stock issued (in shares)				13,168
Common stock issued to settle note conversion				$ 1,000	3,961,000		$ 3,962,000
Common stock issued to settle note conversion (in shares)				1,138,199			1,138,199
Common stock issued to settle accounts payable					145,000		$ 145,000
Common stock issued to settle accounts payable (in shares)				30,020
Warrants issued as compensation for services					5,383,000		5,383,000
Stock-based compensation					730,000		730,000
Net income (loss)						(51,777,000)	(51,777,000)
Ending balance at Dec. 31, 2020				$ 43,000	46,366,000	(90,180,000)	(43,771,000)
Ending balance (in shares) at Dec. 31, 2020				42,973,462
Common stock issued				$ 1,000	9,623,000		$ 9,624,000
Common stock issued (in shares)				915,454
Proceeds from issuance of common stock for exercise of warrant (in shares)							516,025
Reclassification of settlement liability upon issuance of warrant					60,852,000		$ 60,852,000
Effect of Merger and recapitalization, net of redemptions and issuance costs				$ 2,000	(26,618,000)		(26,616,000)
Effect of Merger and recapitalization, net of redemptions and issuance costs (in shares)				2,529,730
Common stock issued pursuant to PIPE financing, net of issuance costs				$ 1,000	8,099,000		8,100,000
Common stock issued pursuant to PIPE financing, net of issuance costs (in shares)				1,000,000
Common stock issued for advisor services					4,850,000		4,850,000
Common stock issued for advisor services (in shares)				200,000
Modification of option awards pursuant to Merger					1,015,000		1,015,000
Modification of warrants pursuant to Merger					2,330,000		2,330,000
Common stock and warrants issued in private placement, net of issuance costs				$ 3,000	27,356,000		27,359,000
Common stock and warrants issued in private placement, net of issuance costs (in shares)				2,727,273
Issuance of common stock for exercise of warrants and Unit Purchase Options				$ 4,000	16,695,000		$ 16,699,000
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)				3,830,586			3,830,586
Common stock issued for consulting services				$ 5,000	48,982,000		$ 48,987,000
Common stock issued for consulting services (in shares)				4,634,045			4,834,045
Stock-based compensation					4,440,000		$ 4,440,000
Net income (loss)						(93,063,000)	(93,063,000)
Ending balance at Dec. 31, 2021				$ 59,000	$ 203,990,000	$ (183,243,000)	$ 20,806,000
Ending balance (in shares) at Dec. 31, 2021				58,810,550

CONSOLIDATED STATEMENTS OF ST_2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Merger and recapitalization, redemptions and issuance costs	$ 1,413
PIPE financing, issuance costs	1,900
Common stock and warrants issued in private placement, issuance costs	$ 2,641

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (93,063)	$ (51,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	2	2
Stock-based compensation	7,785	730
Warrant expense		5,383
Gain on extinguishment of debt	(121)
Change in fair value of warrant liabilities	(1,692)
Change in fair value of earnout cash liability	(20,938)
Change in fair value of embedded put		27
Amortization of debt discount		17
Non-cash interest expense	19	65
Non-cash settlement expense	21,366	39,486
Non-cash consulting expense	53,837
Loss on common stock issued to settle accounts payable		42
Loss on conversion of notes payable		307
Changes in operating assets and liabilities:
Accounts receivable	831	(831)
Prepaid expenses and other assets	(4,809)	(143)
Accounts payable	(19)	1,183
Accrued expenses and other liabilities	(901)	3,244
Net cash used in operating activities	(37,703)	(2,265)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment	(7)	(2)
Net cash used in investing activities	(7)	(2)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		620
Proceeds from issuance of series B-2 preferred stock		50
Proceeds from issuance of common stock and exercise of stock options, net of transaction costs	9,624	2,579
Proceeds from issuance of common stock for exercise of warrant	16,699
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs	27,359
Effect of Merger, net of transaction costs	11,050
Repayment of notes payable assumed in Merger	(1,100)
Repayment of notes payable - related party	(176)
Net cash provided by financing activities	63,456	3,249
Net increase in cash	25,746	982
Cash at beginning of period	1,859	877
Cash at end of period	27,605	1,859
Non-cash investing and financing activities
Reclassification of settlement liability upon issuance of warrant	60,852
Issuance of common stock warrants as offering costs	1,027	31
Extinguishment of Paycheck Protection Program Loan	$ 121
Conversion of notes payable into common stock		3,655
Common stock issued to settle accounts payable		$ 145

Organization

Organization	12 Months Ended
	Dec. 31, 2021
Organization
Organization	1. Organization The Business On May 24, 2021 (“Effective Time”), we consummated the business combination (“Merger”) contemplated by the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated December 13, 2020, by and among our company (formerly known as Big Rock Partners Acquisition Corp. (“BRPA”)), NeuroRx, Inc., a Delaware corporation (“NeuroRx”), Big Rock Merger Corp., a Delaware corporation and wholly-owned, direct subsidiary of BRPA (“Merger Sub”), pursuant to which Merger Sub was merged with and into NeuroRx, with NeuroRx surviving the Merger. As a result of the Merger, and upon consummation of the Merger and other transactions contemplated by the Merger Agreement, NeuroRx became a wholly-owned, direct subsidiary of BRPA. Upon the closing of the Merger, we changed our name to NRX Pharmaceuticals, Inc., with the stockholders of NeuroRx becoming stockholders of NRX Pharmaceuticals, Inc. Unless the context suggests otherwise, references to “NRx Pharmaceuticals,” “NeuroRx”, “NRXP,” “we,” or the “Company” refer to NRX Pharmaceuticals, Inc. and, where appropriate, its subsidiaries. The Company is a clinical-stage pharmaceutical company that develops novel therapeutics for the treatment of central nervous system disorders and both the treatment and prevention of life-threatening pulmonary diseases through its wholly-owned operating subsidiary, NeuroRx. The Company's foundation product, NRX-101 (d-Cycloserine/Lurasidone), for the treatment of suicidal bipolar depression, has been awarded Fast Track designation, Breakthrough Therapy designation, a Special Protocol Agreement, and a Biomarker Letter of Support by the US Food and Drug Administration (FDA). NRX-101 is covered by multiple US and foreign patents, including a Composition of Matter patent (U.S. Patent No. 10,583,138) that was transferred to NRx by Glytech, Inc. On September 18, 2020, the Company entered into a collaboration agreement with Relief Therapeutics Holding AG (“Relief”) for the clinical development and, if approved, the sale of aviptadil. The collaboration agreement provides for funding by Relief of certain clinical trials, formulation and manufacturing of aviptadil, as well as establishing specified sales territories for each party and share of the profits in those territories. Relief has reimbursed the Company $10.9 million for expenses but has subsequently declined to reimburse the Company for additional costs of the IV clinical trial, the inhaled clinical trial, formulation and manufacture of aviptadil (reformulated as ZYESAMI ® ™ After investigating the manufacturing requirements of the vaccine, the expected regulatory path for approval in Israel and the EU, the commercial opportunity, and the financial commitment required for development of the vaccine, the Company decided not to continue with the project. We plan to effect a transition in consultation with the IIBR. This decision was communicated to the IIBR in a letter dated March 20, 2022

Liquidity

Liquidity	12 Months Ended
	Dec. 31, 2021
Liquidity
Liquidity	2. Liquidity As of December 31, 2021, the Company had $27.6 million in cash. Since inception, the Company has experienced net losses and negative cash flows from operations each fiscal year. The Company has no revenues and expects to continue to incur operating losses for the foreseeable future and may never become profitable. The Company is dependent on its ability to continue to raise equity and/or debt financing to continue operations. The Company issued 3,830,586 shares of common stock pursuant to warrants and Unit Purchase Options exercised during the year ended December 31, 2021, and received gross proceeds from the warrant exercise of $16.7 million. On August 23, 2021, the Company completed a private placement and issued 2,727,273 shares of common stock and preferred investment options to purchase up to an aggregate of 2,727,273 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $11.00. The preferred investment options have an exercise price of $12.00. The net proceeds to the Company from the Private Placement were approximately $27.4 million. On February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and preferred investment options to purchase up to an aggregate of 7,824,727 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $3.195. The preferred investment options have an exercise price of $3.07 per share. The aggregate gross proceeds to the Company were approximately $25.0 million, before deducting placement agent fees and other offering expenses. The Company believes that it currently has sufficient funds and, if necessary, the ability to reduce expenditures, to support operations through the next twelve months from the date the consolidated financial statements are issued. The Company is dependent upon obtaining necessary equity and/or debt financing to continue operating. The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms or at all. This could negatively impact the Company’s business and operations and could also lead to the reduction of the Company’s operations. ​ COVID-19 Outbreak On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. Aside from our COVID-19 related trials, as a result of the COVID-19 Outbreak, most of our other trials have been halted. Except as otherwise discussed in the preceding sentence and otherwise in this annual report, there have been no material changes or impact of COVID-19 on our business. However, the full impact of the COVID-19 Outbreak continues to evolve as of the date hereof. If the COVID-19 Outbreak continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global pandemic on its financial condition, liquidity, operations, industry, and workforce.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA are stated at historical cost, with no goodwill or other intangible assets recorded. NeuroRx was determined to be the accounting acquirer based on the following predominant factors: ● NeuroRx’s shareholders have the largest portion of voting rights in the Company; ● the Board and Management are primarily composed of individuals associated with NeuroRx; and ● NeuroRx was the larger entity based on historical operating activity and NeuroRx had the larger employee base at the time of the Merger. The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of NeuroRx. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively restated based on shares reflecting the exchange ratio established in the Merger. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to the valuation of common and preferred stock, stock options, warrants, and Earnout Cash liability. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, compliance with regulatory requirements, and overall geopolitical, economic and pandemic risks. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. As of December 31, 2021 and 2020, the Company does not have any cash equivalents. Fair Value of Financial Instruments ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. (Refer to Note 12) Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the respective local currency. Assets and liabilities of foreign operation denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. The consolidated statements of operations are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is not material to the financial statements. Accounts Receivable Accounts receivable consist of balances due from collaborative partners. In determining collectability, historical trends are evaluated, and specific partner issues are reviewed on a periodic basis to arrive at appropriate allowances. Concentration of Credit Risk and Off-Balance Sheet Risk Cash is the only financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss. Research and Development Costs The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s reasonable estimates and involve inherent uncertainties and the application of management’s judgment. Stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. Modification of stock options and warrants A change in any of the terms or conditions of stock options and warrants is accounted for as a modification. Incremental stock-based compensation cost is measured as the excess, if any, of the fair value of the modified option/warrant over the fair value of the original option/warrant immediately before its terms are modified, measured based on the fair value of the ordinary shares and other pertinent factors at the modification date. For vested stock options and warrants to board members, we recognize incremental compensation cost in the period the modification occurs. For unvested stock options, we recognize over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified option is lower than the fair value of the original option immediately before modification, the minimum compensation cost we recognize is the cost of the original award. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognized as a deemed dividend. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Placement Warrants was estimated using a Black-Scholes valuation approach (see Notes 10 and 12). Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share excludes, when applicable, the potential impact of stock options, common stock warrant shares, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss. The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 Stock options 2,400,315 2,414,303 Common stock warrants 9,305,790 3,075,471 Earnout Shares ​ 22,209,280 ​ — Earnout Shares from exercised Substitute Options and Substitute Warrants 1,229,925 — ​ Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. We adopted ASU 2020-06 on January 1, 2021, with no material impact on our financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718) and Derivatives and Hedging — Contracts in an Entity's Own Equity (Subtopic 815-40) — Issuer's Accounting for Certain Modifications or Exchange of Freestanding Equity-Classified Written Call Options

Reverse Recapitalization

Reverse Recapitalization	12 Months Ended
	Dec. 31, 2021
Reverse Recapitalization
Reverse Recapitalization	4. Reverse Recapitalization As discussed in Note 1, on May 24, 2021 (the “Closing Date”), BRPA closed the Merger with NeuroRx, as a result of which NeuroRx became a wholly-owned subsidiary of BRPA. While BRPA was the legal acquirer of NeuroRx in the Merger, for accounting purposes, the Merger is treated as a Reverse Recapitalization, whereby NeuroRx is deemed to be the accounting acquirer, and the historical financial statements of NeuroRx became the historical financial statements of BRPA (renamed NRX Pharmaceuticals, Inc.) upon the closing of the Merger. Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA were stated at historical cost, with no goodwill or other intangible assets recorded. Pursuant to the Merger Agreement, the aggregate consideration payable to stockholders of NeuroRx at the Closing Date consists of 50,000,000 shares (“Closing Consideration”) of BRPA common stock, par value $0.001 per share (“Common Stock”). At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Merger Agreement, each share of NeuroRx common stock, par value $0.001 per share, and each share of the NeuroRx convertible preferred stock that was convertible into a share of NeuroRx common stock at a one-to-one ratio pursuant to the NeuroRx certificate of incorporation, was converted into Common Stock equal to 3.16 (the “Exchange Ratio”). Each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option or warrant to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Merger Agreement (the “Substitute Options” and the “Substitute Warrants,” respectively), based on an exchange ratio of 4.96:1 (the “Option Exchange Ratio”), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument. In addition, the securityholders of NeuroRx (including option holders and warrant holders) who own NeuroRx securities immediately prior to the Effective Time received the contingent right to receive the Earnout Shares and Earnout Cash (each as defined below). At the Effective Time, each outstanding share of NeuroRx common stock, including shares of NeuroRx common stock resulting from the conversion of outstanding shares of NeuroRx preferred stock (as calculated pursuant to the NeuroRx certificate of incorporation), immediately prior to the Effective Time, was converted into the right to receive a pro rata portion of the Closing Consideration and the contingent right to receive a pro rata portion of the Earnout Shares and Earnout Cash. Pursuant to the terms of the Merger Agreement, NeuroRx’s securityholders (including option holders and warrant holders) who own NeuroRx securities immediately prior to the Effective Time will have the contingent right to receive their pro rata portion of (i) an aggregate of 25,000,000 shares of Common Stock (“Earnout Shares”), of which 935,608 and 1,920,492 are subject to the terms and conditions of the Substitute Options and Substitute Warrants, if, prior to December 31, 2022, the NRX COVID-19 Drug (as defined in the Merger Agreement) receives emergency use authorization by the FDA and NeuroRx submits and the FDA files for review, a new drug application for the NRX COVID-19 Drug (the occurrence of the foregoing, the “Earnout Shares Milestone”), and (ii) an aggregate of $100.0 million in cash (“Earnout Cash”) upon the earlier to occur of (x) FDA approval of the NRX COVID-19 Drug and the listing of the NRX COVID-19 Drug in the FDA’s “Orange Book” and (y) FDA approval of the NeuroRx Antidepressant Drug Regimen (i.e., NRX-100/101) and the listing of the NeuroRx Antidepressant Drug Regimen (i.e., NRX-100/101) in the FDA’s “Orange Book,” in each case prior to December 31, 2022 (the occurrence of either of clauses (x) or (y), the “Earnout Cash Milestone”). If the Earnout Shares Milestone is achieved, the Earnout Shares will be issued within five (5) Business Days after the occurrence of the Earnout Shares Milestone. If the Earnout Cash Milestone is achieved, the Merger Agreement does not require the Earnout Cash to be delivered to NeuroRx securityholders within any specified period of time, and the board of directors of NRx Pharmaceuticals will use its good faith judgment to determine the date to pay the Earnout Cash. The Earnout Cash Milestone was recognized as a contingent liability and measured at an estimated fair value at the Closing Date and will be each period end thereafter until earned or December 31, 2022 (see Note 12). The Earnout Shares Milestone was recognized in equity and, upon closing of the Merger, the estimated fair value of the Earnout Shares was $253.1 million with such amount recognized as a deemed dividend (see Note 12). The benefit of the contingent right to receive Earnout Shares and Earnout Cash for option and warrant holders occurs through the Option Exchange Ratio and therefore the amount of Earnout Shares and Earnout Cash for common stockholders is approximately 22,209,280 shares and $88.8 million. In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Option and Substitute Warrant will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Option or Substitute Warrant, the exercise price per share of each adjusted Substitute Option or Substitute Warrant and the aggregate intrinsic value of each adjusted Substitute Option or Substitute Warrant will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying option or warrant had the conversion of the legacy NeuroRx option and warrants into the Substitute Options or Substitute Warrants been applied using the Exchange Ratio (3.16:1). If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Option and Substitute Warrant will be adjusted based on the Exchange Ratio. If any Substitute Options or Substitute Warrants are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held in escrow pending the applicable adjustment to such Substitute Options or Substitute Warrants. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the option or warrant holder in connection with the adjustment and return any remaining shares to the option or warrant holder. In connection with the Merger, a number of subscribers (each, a “Subscriber”) purchased from the Company an aggregate of 1,000,000 shares of Common Stock (the “PIPE”), for a purchase price of $10.00 per share and an aggregate purchase price of $10.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into prior to the Closing Date. The following table reconciles the elements of the Merger to the Consolidated Statement of Cash Flows for the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ Recapitalization Cash – BRPA trust and cash, net of redemptions ​ $ 4,363 ​ Cash – PIPE financing, net of transaction costs ​ ​ 8,100 ​ Less: transaction costs and advisory fees allocated to NRXP equity ​ ​ (1,413) ​ Effect of Merger, net of redemptions and transaction costs ​ $ 11,050 ​ ​ The following table reconciles the elements of the Merger to the Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ Recapitalization Cash – BRPA trust and cash, net of redemptions ​ $ 4,363 ​ Non-cash net working capital assumed from BRPA ​ ​ (962) ​ Less: notes payable assumed from BRPA ​ ​ (1,100) ​ Less: fair value of assumed Placement Warrants ​ ​ (1,984) ​ Less: fair value of Earnout Cash ​ ​ (25,520) ​ Less: transaction costs and advisory fees allocated to NRXP equity ​ ​ (1,413) ​ Effect of Merger, net of redemptions and transaction costs ​ $ (26,616) ​ ​ ​ The following table details the number of shares of common stock issued immediately following the consummation of the Merger: ​ Number of Shares Common stock, outstanding prior to Merger ​ 552,412 ​ Less: redemption of BRPA shares ​ (216) ​ Common stock of BRPA ​ 552,196 ​ BRPA Founder and private shares, net of forfeited shares of 875,216 ​ 1,260,284 ​ Shares issued in PIPE Financing ​ 1,000,000 ​ Shares issued for services ​ 200,000 ​ Shares issued pursuant to conversion of Public and Private Rights ​ 717,250 ​ Merger and PIPE financing shares – common stock ​ 3,729,730 ​ NeuroRx shares – common stock (1) ​ 44,873,855 ​ Total shares of common stock immediately after Merger ​ 48,603,585 ​ (1) The number of NeuroRx common stock was determined from the 14,200,586 shares of NeuroRx common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	12 Months Ended
	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets	5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 ​ Prepaid expenses and other current assets: ​ ​ ​ ​ ​ ​ Prepaid insurance ​ $ 3,224 ​ $ 49 ​ Prepaid manufacturing expenses ​ ​ 1,028 ​ ​ — ​ Prepaid clinical development expenses ​ ​ 512 ​ ​ — ​ Other prepaid expenses ​ ​ 345 ​ ​ 165 ​ Other current assets ​ ​ — ​ ​ 26 ​ Total prepaid expenses and other current assets ​ $ 5,109 ​ $ 240 ​ ​

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	12 Months Ended
	Dec. 31, 2021
Accrued and Other Current Liabilities
Accrued and Other Current Liabilities	6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Accrued and other current liabilities: ​ ​ ​ ​ ​ Accrued research and development expenses ​ $ 1,055 ​ $ 586 Professional services ​ ​ 743 ​ 531 Accrued employee expenses ​ 456 ​ ​ — Other accrued expenses ​ 113 ​ 5 Accrued insurance expenses ​ ​ 8 ​ 607 Total accrued and other current liabilities ​ $ 2,375 ​ $ 1,729 ​ ​

Convertible Notes Payable

Convertible Notes Payable	12 Months Ended
	Dec. 31, 2021
Convertible Notes Payable [Member]
Convertible Notes Payable	7. Convertible Notes Payable ​ On February 12, 2020, a Qualified Financing Event occurred when the Company received cumulative investment proceeds in excess of $10.0 million from the sale and issuance of common shares. The fair value of the Company’s common shares was $10.63 per share. The 2017 Notes (as defined below) and the 2018 Notes (as defined below) in the aggregate principal amount of $2.8 million were converted into 1,005,458 common shares (at the discounted price of $2.78 per share), and the related unpaid and accrued interest totaling $0.4 million were also converted into 132,739 common shares of the Company (at the discounted price of $2.78 per share). Additionally, the Company recognized a loss on extinguishment for the difference between the carrying value of the convertible notes, unamortized debt discount, and the value of the embedded put option and the fair value of the common shares of $0.3 million during the year ended December 31, 2020. The Company issued the shares of common stock pursuant to this conversion on September 23, 2020. 2017 Convertible Notes Payable On November 16, 2017 and November 19, 2017, the Company issued convertible notes (“2017 Notes”), as amended for aggregate gross proceeds of $2.5 million. The 2017 Notes accrued interest at a rate of 6% per annum and principal and interest were due and payable four years from the date of issuance. Upon either a sale of the Company’s assets or all of its capital stock, or a change of control, the principal balance would double and be repaid. Upon closing of either a sale of the Company’s shares for at least $10.0 million or a public offering of the Company’s securities (“Qualified Financing Event”), the outstanding principal balance will be converted into the number of such securities sold at a conversion price equal to 80% of the securities negotiated share price. 2018 Convertible Notes Payable On January 5, 2018 and April 25, 2018, the Company issued convertible notes (“2018 Notes”), as amended for aggregate gross proceeds of $0.3 million. The 2018 Notes accrued interest at a rate of 6% per annum and were due and payable four years from the date of issuance. Upon either a sale of the Company’s assets or all of its capital stock, or a change of control, the principal balance would double and be repaid. Upon closing of a Qualified Financing Event, the outstanding principal balance will be converted into the number of such securities sold at a conversion price equal to 80% of the securities negotiated share price. The January 5, 2018 note for $0.1 million was not amended and interest was unpaid, as such, the January 5, 2018 note and related accrued interest were classified as current liabilities. The April 25, 2018 note for $0.2 million was amended similar to the 2017 Notes to accrue interest and to be paid at maturity with the principal.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2021
Notes Payable.
Notes Payable	8. Notes Payable ​ Relief Therapeutics Loan On April 6, 2020, the Company entered into a loan agreement with Relief (the “Relief Therapeutics Loan”) in the amount of $0.5 million. The loan matures on April 6, 2022 and bears interest at 2% per annum payable in arrears. Paycheck Protection Program Loan On April 28, 2020, the Company received $0.1 million in loan funding from the Paycheck Protection Program (the “PPP Loan”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The term of the PPP Loan is two years. To the extent the loan amount is not forgiven under the PPP Loan, the Company is obligated to make equal monthly payments of principal and interest, beginning seven months from the date of the PPP Loan note, until the maturity date. The PPP Loan amount may be eligible for forgiveness in the event that (i) at least 75% of the PPP Loan proceeds are used to cover payroll costs and the remainder is used for mortgage interest, rent and utility costs over the eight-week period after the PPP Loan is made, and (ii) the number of employees and compensation levels are generally maintained. Forgiveness of the PPP Loan is dependent on the Company having initially qualified for the PPP Loan and qualifying for the forgiveness of such PPP Loan based on future adherence to the forgiveness criteria. The Company used the entire PPP Loan for qualifying payroll expenses and filed for loan forgiveness on December 30, 2020. The Company received full forgiveness of all outstanding principal and accrued and unpaid interest on the PPP Loan as of February 11, 2021. The forgiveness of the PPP Loan qualified for debt extinguishment in accordance with ASC 470-50, Debt Modifications and Extinguishments Note Payable — Vendor On July 1, 2019, the Company converted certain accounts payable into a loan (the “Note Payable —  Vendor”) with a vendor in the amount of $0.2 million. The loan matured on July 1, 2020. As of December 31, 2021, the note payable was paid in full. The following table summarizes the Company’s outstanding notes payable as of the respective periods (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 Relief loan ​ $ 500 ​ ​ 500 Paycheck Protection Program loan ​ — ​ 120 Note payable – vendor ​ — ​ 154 Carrying value of notes payable ​ 500 ​ 774 Accrued interest ​ 18 ​ 23 Note payable ​ ​ 518 ​ ​ 797 Notes payable and accrued interest, current ​ $ 518 ​ $ 249 Notes payable and accrued interest, non-current ​ $ — ​ $ 548 ​

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	9. Commitments and Contingencies Operating Lease The Company leases office space on a month-to-month basis. The rent expense for the years December 31, 2021 and 2020 was $0.1 million and $0.1 million, respectively. Sponsored Research Agreement with National Jewish Health On February 8, 2021, the Company entered into a Sponsored Research Agreement (“Research Agreement”) with National Jewish Health (“NJ Health”), a Colorado not-for-profit institution. Under the terms of the Research Agreement, NRx Pharmaceuticals agreed to sponsor a research study at NJ Health relating to the impact of NRx Pharmaceuticals’ Aviptadil on propagation of SARS-CoV-2 in alveolar type II cells in vitro (the “Study”). In return for performance of the Study under the Research Agreement, NRx Pharmaceuticals has committed to pay NJ Health approximately $0.4 million. During the year ended December 31, 2021, NRx Pharmaceuticals paid NJ Health $0.3 million of the total committed amount. ZYESAMI Manufacturing, Production, Supply and Distribution Agreements On August 25, 2020, the Company and Nephron Pharmaceuticals Corporation (“Nephron”) signed an agreement for the manufacturing of finished pharmaceutical product of ZYESAMI intravenous formulation and the development of an inhaled (nebulizer) formulation of ZYESAMI. Nephron will serve as the primary supplier of the product for both clinical and commercial purposes. The Company has agreed to purchase products from Nephron for a fixed price. On September 29, 2020, the Company and Cardinal Health signed an exclusive distribution agreement, as well as a 3rd party logistics agreement on October 1, 2020. Cardinal Health will manage warehousing, distribution, invoicing for the potential sale of Aviptadil in the U.S. and Puerto Rico. On October 9, 2020, the Company signed an agreement with PolyPeptide Group, North America for the supply of Good Manufacturing Practice (GMP) grade Active Pharmaceutical Ingredient (API) Aviptadil (VIP). This gives NRx Pharmaceuticals a significant reduction in the cost of procuring API. The Company has agreed to purchase a total of $5.3 million worth of product and services, of which $3.3 million had not been paid as of December 31, 2021. On January 4, 2021, the Company and Aerogen Limited (“Aerogen”) signed a supply agreement for the supply of certain products, including the Aerogen Solo Nebulizer System and Aerogen Ultra, solely for the purposes of carrying out clinical trials relating to inhalation delivery of ZYESAMI for treatment of pulmonary insufficiency and respiratory distress in COVID-19 patients. Pill Tracker Ltd. (PillTracker) is an agent of the Company per the supply agreement (see Note 14) and is managing the supply agreement at the Company’s request. On July 1, 2021, NRx Pharmaceuticals and BriLife LLC signed an agreement for a Phase II Inhaled clinical trial of Aviptadil in the nation of Georgia with a total cost of approximately $7.4 million. The contract is cancelable with 60 days’ notice. The Company intends to cancel this contract and not to proceed with a Phase II Inhaled clinical trial of Aviptadil in the nation of Georgia. Relief Therapeutics Collaboration Agreement On September 18, 2020, the Company entered into a collaboration agreement with Relief for the clinical development and, if approved, the sale of aviptadil. The collaboration agreement provided for funding by Relief of certain clinical trials, formulation and manufacturing of aviptadil, as well as establishing specified sales territories for each party and share of the profits in those territories for “Product” as defined in the collaboration agreement. Relief reimbursed the Company $10.9 million for expenses related to COVID-19 but subsequently declined to reimburse the Company for additional costs of Research and Development, including the IV clinical trial, the inhaled use trial, the formulation and manufacture of ZYESAMI (aviptadil), statistical analysis, and regulatory filings. The Company advised Relief that the Company is funding those costs with other capital. On October 6, 2021, Relief filed a lawsuit against the Company and its former CEO, Jonathan Javitt, claiming that the Company failed to honor its obligations under the collaboration agreement. Relief’s complaint seeks several remedies, including damages for alleged breaches of the terms of the collaboration agreement. The Company believes the lawsuit is baseless and without merit. On January 10, 2022 the Company filed a complaint in New York State Court, claiming Relief breached and repudiated the collaboration agreement. The Company’s complaint seeks damages of at least $185.0 million. However, the parties to the lawsuits agreed to engage in an effort to amicably resolve the litigation, held a mediation meeting on February 22, 2022, and plan to hold an additional mediation meeting in the coming months. If the mediation does not resolve the dispute, the Company intends to defend itself vigorously and to prosecute its claims against Relief. Legal Proceedings From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. Except as otherwise disclosed, as of December 31, 2021, there was no material litigation against the Company. Share Subscription Facility Agreement — GEM NeuroRx previously entered into a share subscription facility agreement (“GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, referred to as “GEM”) with a three-year term. Subject to the successful listing of the shares of NeuroRx on an Exchange (any nationally recognized stock exchange or exchange platform in the world on which the Company will list its shares), GEM grants NeuroRx an option to require GEM to subscribe for shares from the Company for up to an aggregate value of approximately $95.6 million. The agreement also included certain provisions which would not meet the U.S. requirements to issue registered shares. If NeuroRx was listed or completes a private transaction which results in a change of control of the Company, NeuroRx would issue GEM a warrant and pay a commitment fee of $1.9 million. Absent a listing of NeuroRx shares or a private transaction with a change of control during the three-year term, NeuroRx would have no obligations under the agreement. The reverse merger contemplated by the Merger Agreement would not have resulted in a listing of NeuroRx shares or a change in control. In November 2020, GEM introduced NeuroRx to BRPA. To resolve uncertainties around the application of the GEM Agreement post-Merger, NeuroRx and GEM agreed in March 2021 to issue a warrant to GEM and for the parties to use their good faith efforts to amend the GEM Agreement to meet U.S. requirements to issue registered shares. The warrant is not conditional upon any further events or completion of the merger. The warrant was issued March 28, 2021, for 3,329,812 shares of NeuroRx common stock at an exercise price of $3.19 per share (the “GEM Warrant”) and the parties agreed that GEM would immediately partially exercise the warrant for the purchase of 1,496,216 shares (“Initial Exercised Shares”) for $7.5 million. The GEM Warrant was valid for a period of three years from the date NeuroRx’s stock is listed for trading on a national securities exchange or consummation of a reverse merger transaction of the type contemplated by the Merger Agreement. This contingent liability at December 31, 2020, represented an obligation that resulted in the issuance of certain equity at a discounted per share price. As the amount was deemed probable and estimable at December 31, 2020, NeuroRx recorded a liability of $39.5 million to reflect the fair value of the GEM Warrant. On March 28, 2021, NeuroRx recorded additional settlement liability of $21.4 million to reflect the change in the fair value of the Company’s common stock. On March 28, 2021, NeuroRx reclassed the settlement liability to equity upon the issuance of the GEM Warrant. On July 27, 2021, GEM exercised the remaining GEM Warrant for the purchase of 1,833,596 shares (adjusted for the Merger, discussed in Note 10) for gross proceeds to the Company of $9.2 million and the GEM Warrant was extinguished.

Equity

Equity	12 Months Ended
	Dec. 31, 2021
Equity
Equity	10. Equity Common Stock Upon closing of the Merger, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 500,000,000 shares of common stock with a par value $0.001. As discussed in Note 4, we have retroactively adjusted the shares issued and outstanding prior to May 24, 2021 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. The Company sold 3,642,727 shares of common stock during the year ended December 31, 2021, generating gross proceeds of $37.0 million.Of the 516,025 shares of common stock issued for the exercise of stock options, 185,472 shares of common stock are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. There are 1,044,453 shares of common stock issued pursuant to the GEM warrants which are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. The Company issued 3,830,586 shares of common stock pursuant to warrants and Unit Purchase Options exercised during the year ended December 31, 2021, and received gross proceeds from the warrant exercise of $16.7 million. The Company issued 4,834,045 shares of common stock for consulting services during the year ended December 31, 2021, and recognized non-cash consulting expense in general and administrative expenses of $53.8 million. The Company sold 556,043 shares of common stock during the year ended December 30, 2020, and received gross proceeds of $2.6 million. The Company issued 1,138,199 shares of common stock to settle the conversion of notes payable during the year ended December 31, 2020, and recorded a loss of $0.3 million. The Company issued 30,020 shares of common stock with a fair value of $0.1 million in settlement of accounts payable worth $0.1 million and recognized a loss of less than $0.1 million in general and administrative expenses for the difference during the year ended December 31, 2020. Pursuant to the Merger Agreement, BRPA and EarlyBirdCapital, Inc., the representative of the underwriters of BRPA’s initial public offering (“EBC”), entered into an amendment (“BCMA Amendment Agreement”) to the Business Combination Marketing Agreement, dated as of November 20, 2017 (“BCMA”), by and between BRPA and EBC. The BCMA Amendment Agreement provided that, in lieu of the cash fee payable to EBC pursuant to the BCMA, BRPA will issue to EBC at the Effective Time an aggregate of 200,000 shares of Common Stock and the BCMA (as amended by the BCMA Amendment Agreement) will terminate immediately following the Effective Time. The Company recognized the fair value of the 200,000 shares of Common Stock issued pursuant to the BCMA of $4.8 million within general and administrative in the Consolidated Statements of Operations for the year ended December 31, 2021. Refer to Note 12 for discussion of fair value measurement of the warrant liabilities. BriLife Vaccine, VaccineCo Agreement and Issuance of Shares On July 11, 2021, the Company entered into a Memorandum of Understanding (the “MOU”) with the Ministry of Defense of the State of Israel that granted NRx the right to negotiate an exclusive worldwide license to develop and market the BriLife™ vaccine, which has been developed by the Israel Institute for Biological Research (“IIBR”). However, after investigating the manufacturing requirements of the vaccine, the expected regulatory path for approval in Israel and the EU, the commercial opportunity, and the financial commitment required for development of the vaccine, the Company decided not to continue with the project. We plan to effect a transition in consultation with the IIBR. This decision was communicated to the IIBR in a letter dated March 20, 2022. As part of the Company’s consideration of the vaccine project, the Company entered into a Shareholder Agreement, dated October 15, 2021 (the “Agreement”), with Shimshon Hen and David Sepiashvili, each an Israeli citizen (the “Consultants”), under which the Consultants agreed to provide certain consulting services, and which set out a framework for establishing a potential joint venture between the Consultants and the Company that would have been responsible for the development and commercialization of the BriLife vaccine. Pursuant to the terms of the Agreement, the Company issued an aggregate of 4,000,000 shares of the Company’s Common Stock to the Consultants on October 20, 2021 under the Company’s 2021 Omnibus Incentive Plan. The Company is evaluating its options with respect to the Consultants. Preferred Stock Upon closing of the Merger, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 50,000,000 shares of preferred stock with a par value $0.001. Series A, B-1, and B-1A Preferred Stock Prior to the Merger, the Company had authorized and issued 1,000,000 shares of Series A convertible preferred stock, 1,050,695 shares of Series B-1 convertible preferred stock, and 316,848 shares of Series B-1A convertible preferred stock, par value of $0.001 per share, which was convertible into one share of common stock for each preferred share (collectively, the “Preferred Stock”) at any time, at the option of the holder. The Preferred Stock were not redeemable and the related stockholders were entitled to a subordinated liquidation preference should NeuroRx liquidate or wind up operations. The preferences also included voting rights on an as-converted basis, ride-along rights, and an anti-dilution provision. The liquidation preference was $1.00 per share for the Series A convertible preferred stock, $7.58 per share for the Series B-1 convertible preferred stock, and $6.82 per share for the Series B-1A convertible preferred stock, plus any declared but unpaid dividends. Upon an initial public offering or merger under certain conditions the Preferred Stock automatically converted into common stock. On May 24, 2021, pursuant to the Merger (as described in Note 4), 2,367,543 outstanding shares of Preferred Stock were automatically converted into 7,480,836 shares of common stock pursuant to the Exchange Ratio. Series B-2 Preferred Stock In 2020, the Company authorized the issuance of 100,000 shares of Series B-2 Convertible Preferred Stock (the “B-2 Preferred Stock”), par value of $0.001 per share, convertible into one share of common stock for each share of B-2 Preferred Stock held. In March 2020, 4,167 shares of B-2 Preferred Stock were issued. The B-2 Preferred stock were not redeemable and the related stockholders were entitled to a subordinated liquidation preference should NeuroRx liquidate or wind-up operations. The preferences also included voting rights on an as-converted basis, ride-along rights, and an anti-dilution provision. The liquidation preference was $12.00 per share plus any declared but unpaid dividends. The B-2 Preferred Stock could be converted into one share of common stock (subject to adjustments for stock splits, recapitalization) at any time, at the option of the holder. Upon an initial public offering or merger under certain conditions the B-2 Preferred Stock automatically converted into common stock. On May 24, 2021, pursuant to the Merger (as described in Note 4), 4,167 outstanding shares of B-2 Preferred stock were automatically converted into 13,168 shares of common stock pursuant to the Exchange Ratio. Common Stock Warrants On July 6, 2020, the Company issued 4,000 fully vested common stock warrants, exercisable at a per share price of $15.25 until they expire on July 5, 2023, to a vendor for financial advisory services provided in connection with the sale of the Company’s common stock. The fair value on the date of issuance was $7.63 per warrant for a total fair value of less than $0.1 million. On July 15, 2020, the Company issued 279,291 fully vested common stock warrants, exercisable at a per share price of $15.25 until they expire on July 14, 2025, to a board member. The fair value on the date of issuance was $9.63 per warrant for a total fair value of $2.7 million. On October 23, 2020, the Company issued 139,645 fully vested common stock warrants, exercisable at a per share price of $15.25 until they expire on October 22, 2025, to a board member, respectively. The fair value on the date of issuance was $9.64 per warrant for a total fair value of $2.7 million. On March 28, 2021, NeuroRx issued 3,329,812 fully vested common stock warrants, exercisable at a per share price of $3.19 until they expire on March 27, 2024 to GEM (See Note 9). The fair value on the date of issuance was $60.9 million. Upon issuance, 1,496,216 warrants were immediately exercised generating gross proceeds of $7.5 million. On July 27, 2021, GEM exercised the remaining GEM Warrant for the purchase of 1,833,596 shares for gross proceeds of $9.2 million and the GEM Warrant was extinguished. Substitute Warrants In connection with the Merger, each warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into the Substitute Warrants, based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former warrant. Each Substitute Warrant will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx warrant multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise would be held back pending the outcome of the contingencies and only released if such are achieved. The percentage of total shares of Common Stock subject to each Substitute Warrant that is vested immediately following the Effective Time will equal the percentage of total shares of NeuroRx common stock subject to each NeuroRx warrant that is vested immediately prior to the Effective Time. In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Warrant will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Warrant, the exercise price per share of each adjusted Substitute Warrant and the aggregate intrinsic value of each adjusted Substitute Warrant will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying Substitute Warrant had the conversion of NeuroRx warrants into the Substitute Warrants been applied using the Exchange Ratio (3.16:1) as adjusted accordingly to reflect the impact of the respective milestone not being met. If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Warrant will be adjusted based on the Exchange Ratio. If any Substitute Warrants are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held back pending the applicable adjustment to such Substitute Warrants. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the warrant holder in connection with the adjustment and return any remaining shares to the warrant holder. Upon the closing of the Merger, the outstanding and unexercised NeuroRx warrants became warrants to purchase an aggregate 4,909,066 shares of the Company’s common stock with an average exercise price of $2.45 per share. The Company accounted for the Substitute Warrants as a modification of the existing warrants. Incremental fair value, measured as the excess, if any, of the fair value of the modified warrants over the fair value of the original warrants immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The fair value of the original NeuroRx warrants and Substitute Warrants was determined using the Black-Scholes option-pricing model with the following assumptions for each: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Original Warrants Substitute Warrants Strike price ​ $7.58 – $15.84 ​ ​ $1.53 – $3.19 ​ Volatility rate ​ 80.0% ​ 80.0% ​ Risk-free rate ​ 0.03% – 0.32% ​ 0.03% – 0.32% ​ Expected term ​ 0.57 – 4.42 ​ 0.57 – 4.42 ​ Dividend yield ​ — ​ — ​ ​ With respect to warrants held by certain members of our Board of Directors, the Substitute Warrants were determined to be within the scope of ASC 718 and were fully vested at the Effective Date. Further, the Substitute Warrants were determined to contain both service-based and performance-based vesting conditions (i.e., the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone). The Company determined it was not probable that the Earnout Cash Milestone or Earnout Shares Milestone would be met on the Effective Date and at December 31, 2021. Accordingly, the Company will only recognize incremental compensation cost related to the portion of the Substitute Warrants subject to service-based vesting conditions only. The Company will reevaluate the probability of the Earnout Cash Milestone and/or Earnout Shares Milestone being met and recognize any unamortized incremental compensation cost accordingly in the period during which it becomes probable the milestones will be met. The Company recognized incremental compensation on the modification date totaling $2.3 million which was recognized in general and administrative in the Consolidated Statements of Operations for the year ended December 31, 2021. Unamortized compensation costs related to performance-based vesting conditions of the Substitute Warrants as of the modification date was $23.8 million. With respect to the remaining outstanding warrants, the incremental fair value of the Substitute Warrants of $2.7 million was recognized as a deemed dividend as the Company concluded there is a transfer of value from the common shareholders to the holders of the Substitute Warrants as the change in the number of underlying shares and the decreased exercise price would result in the common shareholders becoming more diluted if and when the Substitute Warrants are converted. As the Company is in an accumulated deficit position as of the modification date, the resulting deemed dividend is recorded as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital (i.e., net impact to additional paid-in capital of $0). Further, in the event the Earnout Shares Milestone and Earnout Cash Milestones are met, the Company will recognize an additional deemed dividend of $24.4 million and $3.1 million, respectively, if and when such conditions are met. Assumed Public Warrants Prior to the Merger, the Company had outstanding 3,450,000 Public Warrants. Each Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. The Public Warrants became exercisable at the Effective Time and expire five years after the Effective Time or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $21.00 per share for any 20 trading days within a 30 -trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. Certain of the above conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. During the year ended December 31, 2021, 1,144 Public Warrants were exercised for gross proceeds of less than $0.1 million. Assumed Placement Warrants Prior to the Merger, the Company had outstanding 136,250 Placement Warrants. The Placement Warrants are identical to the Public Warrants except that the Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classifies the Placement Warrants as derivative liabilities in its Consolidated Balance Sheet as of December 31, 2021. The Company measures the fair value of the warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s operating results for the current period. The Company recognized a gain on the change in fair value of $1.7 million for the year ended December 31, 2021 and did not The following table provides the activity for all warrants for the respective periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Weighted ​ (in thousands) ​ ​ ​ ​ Remaining ​ Average ​ Aggregate ​ ​ Total Warrants Term Exercise Price Intrinsic Value Outstanding as of December 31, 2020 (as previously reported) ​ 620,055 ​ 11.08 ​ $ 14.61 ​ $ 22,128 Retroactive application of reverse recapitalization (Note 4) ​ 2,455,415 ​ — ​ ​ (13.53) ​ ​ — Outstanding as of December 31, 2020, effect of Merger (Note 4) ​ 3,075,470 ​ 4.34 ​ ​ 1.09 ​ ​ 150,956 Issued 6,193,449 1.90 ​ 4.62 ​ 115,941 Assumed 3,586,250 5.00 ​ ​ 11.50 ​ ​ 45,725 Exercised ​ (3,330,956) ​ — ​ ​ (3.19) ​ ​ (67,412) Forfeited (218,423) — ​ (1.53) ​ (1,501) Outstanding as of December 31, 2021 9,305,790 3.62 ​ ​ 9.09 ​ ​ 4,942 ​ Assumed Unit Purchase Options Prior to the Merger, the Company had outstanding options to purchase up to 600,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price of $6.0 million) commencing at the Effective Time. On July 23, 2021, the outstanding 600,000 Units were converted on a cashless basis into 499,630 shares of the Company’s common stock. Conversion of Rights Prior to the Merger, the Company had outstanding 6,900,000 and 272,500 Public Rights and Placement Rights, respectively. At the Effective Time, each holder of a right received one-tenth (1/10) of one share of Common Stock at the Effective Time, even if the holder of such right redeemed all shares held by it in connection with the Merger, resulting in the issuance of 717,250 shares of Common Stock to holders of such rights. No fractional shares were issued upon conversion of the rights. No additional consideration was paid at the Effective Time, as the consideration related thereto had been included in the original unit purchase price paid for by investors in the Company’s Initial Public Offering or the concurrent private placement, as applicable. August 2021 Private Placement On August 23, 2021, the Company completed a Private Placement and issued 2,727,273 shares of common stock for a purchase price of $11.00 per share and the Preferred Investment Options (warrants) to purchase up to an aggregate of 2,727,273 shares of common stock for a purchase price of $12.00 per share until they expire on August 23, 2024. The net proceeds to the Company from the Private Placement were approximately $27.4 million. In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the purchasers of the Securities. The Company’s registration statement on Form S-1 to register the Securities became effective on September 15, 2021. Preferred Investment Options (included in above warrants table) The form of the Preferred Investment Option is a warrant. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $13.78 , exercise price of $12.00 , term of three years , volatility of 85.9% , risk-free rate of 0.43% , and expected dividend rate of 0% ). The grant date fair value of these Preferred Investment Options was estimated to be $21.7 million on August 23, 2021 and is reflected within additional paid-in capital as of December 31, 2021. As noted above, the Company issued fully vested Preferred Investment Options to the placement agent with an exercise price of $13.75 . As these Preferred Investment Options were issued for services provided in facilitating the Private Placement, the Company recorded the fair value of such Preferred Investment Options as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $13.78 , exercise price of $13.75 , term of three years , volatility of 85.9% , risk-free rate of 0.43% , and expected dividend rate of 0% ) ​

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2021
Stock-Based Compensation
Stock-Based Compensation	11. Stock-Based Compensation 2016 Omnibus Incentive Plan Prior to the Merger, NeuroRx maintained its 2016 Omnibus Incentive Plan (the “2016 Plan”), under which NeuroRx granted incentive stock options, restricted stock awards, other stock-based awards, or other cash-based awards to employees, directors, and non-employee consultants. The maximum aggregate shares of common stock that was subject to awards and issuable under the 2016 Plan was 3,472,000. In connection with the Merger, each option of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share (the “Substitute Options”), based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx option multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise would be held back pending the outcome of the contingencies and only released if such are achieved. The percentage of total shares of Common Stock subject to each Substitute Option that is vested immediately following the Effective Time will equal the percentage of total shares of NeuroRx common stock subject to each NeuroRx option that is vested immediately prior to the Effective Time. In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Option will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Option, the exercise price per share of each adjusted Substitute Option and the aggregate intrinsic value of each adjusted Substitute Option will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying Substitute Option had the conversion of NeuroRx options into the Substitute Options been applied using the Exchange Ratio as adjusted accordingly to reflect the impact of the respective milestone not being met. If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Option will be adjusted based on the Exchange Ratio. As stated in the Merger Agreement, if any Substitute Options are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held back pending the applicable adjustment to such Substitute Options. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the option holder in connection with the adjustment and return any remaining shares to the option holder. ​ Upon the closing of the Merger, the outstanding and unexercised NeuroRx stock options became options to purchase an aggregate 2,895,423 shares of the Company’s Common Stock at an average exercise price of $5.10 per share. The Company accounted for the Substitute Options as a modification of the existing options. Incremental compensation costs, measured as the excess, if any, of the fair value of the modified options over the fair value of the original options immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The fair value of the original NeuroRx options and Substitute Options was determined using the Black-Scholes option-pricing model with the following assumptions for each: ​ ​ ​ ​ ​ ​ ​ Original Options Substitute Options Strike price ​ $1.00 - $72.30 ​ $0.20 - $14.58 Volatility rate ​ 80.0% ​ 80.0% Risk-free rate ​ 0.07% - 0.79% ​ 0.07% - 0.79% Expected term ​ 0.18 - 5.99 ​ 0.18 - 5.99 Dividend yield ​ − ​ − ​ The Substitute Options contain both service-based and performance-based vesting conditions (i.e., the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone). The Company determined it was not probable that the Earnout Cash Milestone or Earnout Shares Milestone would be met on the Effective Date and at December 31, 2021. Accordingly, the Company will only recognize incremental compensation cost related to the portion of the Substitute Options subject to service-based vesting conditions only. The Company will reevaluate the probability of the Earnout Cash Milestone and/or Earnout Shares Milestone being met and recognize any unamortized incremental compensation cost accordingly in the period during which it becomes probable the milestones will be met. For vested Substitute Options, the Company recognized incremental compensation on the modification date totaling $1.0 million of which $1.0 million and less than $0.1 million was recognized in general and administrative and research and development, respectively, in the Consolidated Statements of Operations for the year ended December 31, 2021. For unvested Substitute Options, the Company will recognize incremental compensation over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date, taking into consideration the probability of the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone. Incremental compensation costs related to unvested Substitute Options as of the modification date was $25.9 million. 2021 Omnibus Incentive Plan At the Effective Time, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). As of December 31, 2021, 5,373,049 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan, inclusive of any shares of Common Stock subject to stock options, restricted stock awards or other awards that were assumed in the Merger and terminate as a result of being unexercised or are forfeited or repurchased by the Company, with the maximum number of shares to be added to the 2021 Plan equal to 5,373,049 shares of Common Stock. The Substitute Options do not reduce the number of shares authorized for grant under the 2021 Plan. As of December 31, 2021, 4,641,453 shares have been awarded and 731,596 shares remain available for issuance under the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other stock-based award or other cash-based awards to employees, directors, and non-employee consultants. Option Awards The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company is a public company and has limited company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the limited company-specific historical and implied volatility as well as historical volatility of a publicly traded set of peer companies. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Additionally, certain options granted contain terms that require all unvested options to immediately vest a) upon the approval of a New Drug Application (“NDA”) by the FDA for NRX-101, or b) immediately preceding a change in control of the Company, whichever occurs first. The grant date fair value of employee and non-employee stock option awards is determined using the Black-Scholes option-pricing model. The following assumptions were used during the following periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Exercise price ​ ​ $6.44 ‑ $23.41 ​ $2.22 ‑ $3.07 Risk-free rate of interest ​ 0.69% ‑ 1.45% ​ ​ 0.79% Expected term (years) ​ 5.25 ‑ 6.5 ​ ​ 4.69 ‑ 5.92 Expected stock price volatility ​ 80.0% ‑ 85.9% ​ ​ 80.0% Dividend yield ​ — ​ — ​ The following table summarizes the Company’s employee and non-employee stock option activity under the Plan for the following periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ (in thousands) ​ ​ ​ ​ Weighted ​ average ​ Aggregate ​ ​ Number of ​ average ​ remaining ​ intrinsic ​ shares exercise price term (years) value Outstanding as of December 31, 2020 (as previously reported) ​ 486,755 ​ $ 10.79 ​ 8.8 ​ $ 19,572 Retroactive application of reverse recapitalization ​ 1,927,548 ​ ​ (8.62) ​ - ​ ​ - Outstanding as of December 31, 2020, effect of Merger ​ 2,414,303 ​ $ 2.17 ​ 8.2 ​ $ 53,660 Options granted ​ 892,224 ​ ​ 13.95 ​ 9.9 ​ ​ 3,825 Forfeited ​ (390,187) ​ ​ (3.73) ​ - ​ ​ (7,562) Exercised ​ (516,025) ​ ​ (2.23) ​ - ​ ​ (3,645) Outstanding as of December 31, 2021 ​ 2,400,315 ​ $ 6.28 ​ 7.8 ​ $ 4,224 Options vested and exercisable as of December 31, 2021 ​ 1,004,883 ​ $ 2.25 ​ 6.2 ​ $ 3,056 ​ ​ The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price and the exercise price of the stock options. The weighted average grant date fair value per share for employee stock and non-employee option grants during the years ended December 31, 2021 and 2020, were $16.57 and $13.80, respectively. At December 31, 2021, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted, including unrecognized compensation costs related to Substitute Options of $25.9 million, was $31.1 million of which the Company expects to recognize $6.6 million over a weighted-average period of approximately 1.07 years. The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 Stock-based compensation expense ​ ​ ​ ​ ​ ​ General and administrative ​ $ 6,500 ​ $ 332 Research and development ​ ​ 1,285 ​ ​ 398 Total stock-based compensation expense ​ $ 7,785 ​ $ 730 ​ ​

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements
Fair Value Measurements	12. Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2021 and 2020. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of warrants issued for settlement and services are estimated based on the Black-Scholes model during the years ended December 31, 2021 and 2020. The carrying value of notes payable approximated the estimated fair values due to their recent issuances. ​ Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and Earnout Cash contingent consideration represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description Level 2021 2020 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities (Note 10) ​ 3 ​ $ 292 ​ $ — Earnout Cash liability (Note 4) ​ 3 ​ $ 4,582 ​ $ — ​ Warrant liabilities The Company utilizes a Black-Scholes model approach to value the Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that are categorized within Level 3 of the fair value hierarchy are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 At Effective Time Stock price on valuation date ​ $ 4.78 ​ ​ $ 11.62 ​ Exercise price per share ​ $ 11.50 ​ ​ $ 11.50 ​ Expected life ​ ​ 4.40 ​ ​ ​ 4.9 ​ Volatility ​ ​ 82.8 % ​ ​ 35.7 % Risk-free rate ​ ​ 1.17 % ​ ​ 0.85 % Dividend yield ​ ​ — % ​ ​ — % Fair value of warrants ​ $ 2.14 ​ ​ $ 3.78 ​ ​ A reconciliation of warrant liabilities is included below (in thousands): ​ ​ ​ ​ ​ ​ December 31, 2021 Balance as of December 31, 2020 ​ $ — Additions pursuant to Merger ​ ​ 1,984 Gain upon re-measurement ​ ​ (1,692) Balance as of December 31, 2021 ​ $ 292 ​ Earnout Cash liability The fair value of the Earnout Cash liability has been estimated using probability-weighted discounted cash flow models (DCFs) with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The most significant inputs include whether (a) if the Company files an NDA, that the FDA approves the Company’s NDA for ZYESAMI and/or NRX-101, (b) if such approval is granted, whether such approval will be received on or before December 31, 2022, and (c) if such approval is granted, whether ZYESAMI and/or NRX-101 will be listed in the FDA’s Orange Book on or before December 31, 2022. The DCFs incorporate Level 3 inputs including estimated discount rates that we believe market participants would consider relevant in pricing and the projected timing and amount of cash flows, which are estimated and developed, considering the uncertainties associated with the obligations. A reconciliation of the Earnout Cash liability is included below (in thousands): ​ ​ ​ ​ ​ December 31, 2021 Balance as of December 31, 2020 ​ $ — Additions pursuant to Merger ​ ​ 25,520 Gain upon re-measurement ​ ​ (20,938) Balance as of December 31, 2021 ​ $ 4,582 ​ Fair Value on a Non-Recurring Basis The fair value of the contingent Earnout Shares has been estimated using the trading price of our Common Stock at the Effective Time ($24.25), discounted based on the probability of the Earnout Shares Milestone being met as determined at the Effective Time, and thus represents a Level 2 fair value measurement as defined in ASC 820. The contingent Earnout Shares, if achieved, would be issued to legacy NeuroRx shareholders. The Earnout Shares are a fixed number of shares to be issued to such shareholders on a pro rata basis. The fair value of the contingent Earnout Shares were recognized as a deemed dividend. Upon closing of the Merger, the estimated fair value of the contingent Earnout Shares was $253.1 million with such amount recognized as a deemed dividend. As the Company is in an accumulated deficit position as of the measurement date, the resulting deemed dividend is recorded as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital (i.e., net impact to additional paid-in capital of $0).

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Taxes
Income Taxes	13. Income Taxes The Company maintains a full valuation allowance on its net deferred tax asset due to the uncertainty of future taxable income. The Company did not recognize an income tax benefit in the years ended December 31, 2021 and 2020 due to the uncertainty of future taxable income. In the years ended December 31, 2021 and 2020, the difference between the statutory tax rate and the Company’s effective tax rate was due primarily to the valuation allowance recorded to offset any potential tax benefit. ​ A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ 2021 2020 Federal statutory rate (21.00) % (21.00) % Permanent items (0.05) % (0.04) % Fair market value earnout ​ (4.72) % — % Settlement warrants ​ 13.35 % — % Stock compensation ​ (0.02) % — % Foreign rate differential (0.00) % 0.01 % State taxes (0.05) % (1.74) % Increase in valuation allowance 12.62 % 23.01 % R&D credit (0.13) % (0.24) % Other — % 0.00 % Effective tax rate 0.00 % 0.00 % ​ ​ The components of income tax provision (benefit) are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2021 2020 Federal $ $ Current ​ ​ — ​ ​ — Deferred ​ (11,709) ​ (11,016) Foreign ​ ​ Current ​ — ​ — Deferred ​ (5) ​ 3 State and Local ​ ​ Current ​ — ​ — Deferred ​ (42) ​ (901) Change in Valuation Allowance ​ 11,756 ​ 11,914 Total ​ $ — ​ $ — ​ Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2021 2020 Deferred tax assets (liabilities): ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ $ 28,053 ​ $ 8,244 Common stock warrants ​ 1,876 ​ 1,406 Foreign net operating loss carryforwards ​ 134 ​ 128 Founder share options ​ — ​ 469 Stock-based compensation ​ 1,584 ​ 681 Bonus accrual ​ 100 ​ 121 Settlement liability ​ — ​ 9,006 Other ​ — ​ 59 R&D credit ​ 500 ​ 375 Depreciation ​ (2) ​ — ​ ​ 32,245 ​ 20,489 Valuation allowance ​ (32,245) ​ (20,489) Deferred tax assets, net of allowance ​ $ — ​ $ — ​ As of December 31, 2021 and 2020, the Company had federal net operating losses of approximately $127.5 million and $37.1 million and state net operating loss carryforwards of approximately $23.0 million and $5.2 million, respectively. As of December 31, 2021 and 2020, the Company had approximately $0.6 million and $0.6 million of foreign net operating loss carryforwards, respectively. The federal, state, and foreign net operating loss carryforwards generated in the tax years from 2015 to 2018 will begin to expire, if not utilized, by 2035. Certain Net Operating Losses in these jurisdictions are not subject to expiration. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all of the evidence, the Company has recorded a valuation allowance against its deferred tax assets at December 31, 2021 and 2020 because management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets, primarily due to its history of cumulative net losses incurred since inception and its lack of commercialization of products or generation of revenue from product sales since inception. On March 27, 2020, Congress enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, and modification to the net interest deduction limitations. The CARES Act did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2021. The Company continues to monitor any effects on its financial statements that may result from the CARES Act. Upon consummation of the Merger, a change in control was deemed to have occurred and the Company’s net operating loss carrybacks could be subject to limitations. The Company recorded approximately $0.5 million as a reduction of the deferred tax asset due to uncertain tax positions that if recognized would reduce Federal and state net operating loss carryforwards and R&D credit carryforwards. In the next twelve months, the Company plans to file amended returns to reduce a portion of its uncertain tax position recorded in the current year. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued total penalties and interest of less than $0.1 million during the years ended December 31, 2021 and 2020 and in total, as of December 31, 2021 and 2020 has not recognized penalties and interest. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2021, open years related to all jurisdictions are 2020, 2019, 2018, & 2017. The Company has no open tax audits with any taxing authority as of December 31, 2021.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions
Related Party Transactions	14. Related Party Transactions The Company licenses patents that are owned by Glytech, LLC (“Glytech”), pursuant to a license agreement (the “Glytech Agreement”). Glytech is owned by a co-founder and former Director of the Company, and therefore, a related party. The Glytech Agreement requires that the Company pay Glytech for ongoing scientific support and also reimburse Glytech for expenses of obtaining and maintaining patents that are licensed to NRx Pharmaceuticals. During the years ended December 31, 2021 and 2020, the Company paid Glytech $0.3 million and $0.3 million, respectively, for continuing technology support services and reimbursed expenses. These support services are ongoing. The Fourth Amendment to the Glytech Agreement, effective as of December 31, 2020, includes an equity value-triggered transfer of Excluded Technology from Glytech to NRx Pharmaceuticals. The Excluded Technology is defined in the Glytech Agreement as any technology, and any know-how related thereto, covered in the licensed patents that do not recite either D-cycloserine or lurasidone individually or jointly. This definition would cover pharmaceutical formulations, including some that NRx Pharmaceuticals considers “pipeline” or “future product” opportunities, that contain a combination of pharmaceutical components different from those contained in NRX-100 and NRX-101. The Excluded Technology will transfer to the Company for no additional consideration if aggregate the value of NRx Pharmaceuticals equity held by Glytech exceeds $50.0 million on any date prior to August 6, 2022, based on the average daily value of the equity held by Glytech during a period of 20 consecutive days prior to such date. The Company believes the criteria have been met pending the registration of Glytech shares. The former CEO of the Company, Dr. Jonathan Javitt, is a major shareholder in the Company. Therefore, his services while CEO are deemed to be a related party transaction. He served the company on a full-time basis and had an employment agreement with the Company and received compensation of $0.4 million and $0.5 million during the years ended December 31, 2021 and 2020, respectively. Dr. Javitt retired on March 8, 2022. Upon his retirement, his employment agreement terminated and Dr. Javitt accepted a new role as a consultant to the Company. See Note 15 — Subsequent Events. Zachary Javitt, the former CEO’s son, provides services related to website, IT, and marketing support under the supervision of the Company’s Interim CEO, who is responsible for assuring that the services are provided on financial terms that are at market. The Company paid this family member a total of $0.1 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively. In addition, the Company pays PillTracker for digital health product development required to track the use of ZYESAMI in clinical trials. FDA guidance recommends such solutions and the FDA specifically directed the Company to implement a digital health tracking solution. Zachary Javitt and Jonathan Javitt are the chief executive officer and board chairman, respectively, of PillTracker. As PillTracker is a Related Person, all PillTracker agreements and transactions are submitted to the General Counsel of the Company and the Chair of the Audit Committee for approval in accordance with the terms of the Company’s Related Person Transactions Policy. On July 26, 2021, the Company and PillTracker entered into a statement of work (“SOW”) under the Master Service Agreement dated April 1, 2020 (“MSA”). Under this SOW, PillTracker provides support for the inhaled ZYESAMI Phase II/III clinical trials by monitoring Sp02 and Heart Rate in patients in a sub-study of the AVICOVID-2 clinical trial in the U.S. to determine the physiological effects of ZYESAMI vs. a placebo. PillTracker's responsibilities include set-up, patient monitoring, and the provision of tablets and other necessary hardware. The total cost under the SOW is $0.2 million. The work under this SOW has been suspended by mutual agreement pending the Company’s review of its inhaled trial. On November 15, 2021, NRx Pharmaceuticals and Pill Tracker entered into a Supplemental Task Order (“STO”) amending SOW No. 1, under the MSA. The additional work under the STO focuses on study preparation and custom, software interface buildout of a connected medication adherence and patient-monitoring platform to support participants of the AVICOVID-2 clinical trial of inhaled ZYESAMI in the U.S., and future studies of ZYESAMI with compatible protocol designs. The expected cost of the STO is $0.4 million. The STO has been suspended by mutual agreement pending the Company’s review of its inhaled trial. NRx paid PillTracker $1.0 million and $0.3 million, during the years ended December 31, 2021 and 2020, respectively. Included in accounts payable were $0.1 million and $0.1 million due to the above related parties as of December 31, 2021 and 2020, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events
Subsequent Events	15. Subsequent Events Securities Class Action Suit On January 18, 2022, a federal securities class action complaint was filed against the Company, its then current Chief Executive Officer, Jonathan Javitt, and its former Chief Financial Officer, William Fricker, by purported stockholder Cristian Dal Bosco (the “Dal Bosco Complaint”). The Dal Bosco Complaint alleges that the Company made false or misleading statements or otherwise failed to disclose that the Company’s EUA application contained insufficient data regarding the potential benefits and risks of ZYESAMI and, accordingly, the FDA was unlikely to approve it. The Company believes the Dal Bosco Complaint is baseless and without merit and intends to defend itself vigorously. There can be no assurance, however, that the Company will be successful. The Dal Bosco Complaint has not been served on the Company, but its filing has led to the filing, and threatened filing, of almost verbatim class action complaints. Private Placement On February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and preferred investment options to purchase up to an aggregate of 7,824,727 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $3.195. The investment options have an exercise price of $3.07 per share. The aggregate gross proceeds to the Company were approximately $25.0 million, before deducting placement agent fees and other offering expenses. In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the purchasers of the Securities. The Company’s registration statement on Form S-1 to register the Securities has not been filed as of the date of this annual report. Retirement of Dr. Jonathan Javitt On March 8, 2022, Dr. Jonathan Javitt announced his retirement from his position as Chief Executive Officer of the Company, effective immediately. As part of the transition, Dr. Javitt has agreed to serve as Chief Scientist on a consulting basis and remain on the Company’s Board. Executive Officer Appointments On March 8, 2022, the Board appointed Mr. Robert Besthof to serve as Interim Chief Executive Officer of the Company during the transition. Mr. Besthof has served as the Company’s Head of Operations and Chief Commercial Officer for the Company and its predecessor since 2016 where he was responsible for managing the Company’s operations, partnerships, and therapeutics pipeline. On March 15, 2022, the Board appointed Mr. Ira Strassberg to serve as Chief Financial Officer (CFO) and Treasurer of the Company effective immediately. Mr. Strassberg has been serving as a financial consultant to the Company since August 2021. BriLife Vaccine. On March 20, 2022, the Company informed the Israel Institute for Biological Research (“IIBR”) that the Company would not enter into any license agreement for the development of the BriLife™ vaccine as contemplated by the Memorandum of Understanding, dated July 11, 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA are stated at historical cost, with no goodwill or other intangible assets recorded. NeuroRx was determined to be the accounting acquirer based on the following predominant factors: ● NeuroRx’s shareholders have the largest portion of voting rights in the Company; ● the Board and Management are primarily composed of individuals associated with NeuroRx; and ● NeuroRx was the larger entity based on historical operating activity and NeuroRx had the larger employee base at the time of the Merger. The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of NeuroRx. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively restated based on shares reflecting the exchange ratio established in the Merger.
Use of Estimates	Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to the valuation of common and preferred stock, stock options, warrants, and Earnout Cash liability. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Certain Risks and Uncertainties	Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, compliance with regulatory requirements, and overall geopolitical, economic and pandemic risks.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. As of December 31, 2021 and 2020, the Company does not have any cash equivalents.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. (Refer to Note 12)
Foreign Currency	Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the respective local currency. Assets and liabilities of foreign operation denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. The consolidated statements of operations are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is not material to the financial statements.
Accounts Receivable	Accounts Receivable Accounts receivable consist of balances due from collaborative partners. In determining collectability, historical trends are evaluated, and specific partner issues are reviewed on a periodic basis to arrive at appropriate allowances.
Concentration of Credit Risk and Off-Balance Sheet Risk	Concentration of Credit Risk and Off-Balance Sheet Risk Cash is the only financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss.
Research and Development Costs	Research and Development Costs The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet.
Stock-Based Compensation	Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s reasonable estimates and involve inherent uncertainties and the application of management’s judgment. Stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. Modification of stock options and warrants A change in any of the terms or conditions of stock options and warrants is accounted for as a modification. Incremental stock-based compensation cost is measured as the excess, if any, of the fair value of the modified option/warrant over the fair value of the original option/warrant immediately before its terms are modified, measured based on the fair value of the ordinary shares and other pertinent factors at the modification date. For vested stock options and warrants to board members, we recognize incremental compensation cost in the period the modification occurs. For unvested stock options, we recognize over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified option is lower than the fair value of the original option immediately before modification, the minimum compensation cost we recognize is the cost of the original award. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognized as a deemed dividend.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Placement Warrants was estimated using a Black-Scholes valuation approach (see Notes 10 and 12).
Income Taxes	Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes
Loss Per Share	Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share excludes, when applicable, the potential impact of stock options, common stock warrant shares, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss. The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 Stock options 2,400,315 2,414,303 Common stock warrants 9,305,790 3,075,471 Earnout Shares ​ 22,209,280 ​ — Earnout Shares from exercised Substitute Options and Substitute Warrants 1,229,925 —
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. We adopted ASU 2020-06 on January 1, 2021, with no material impact on our financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718) and Derivatives and Hedging — Contracts in an Entity's Own Equity (Subtopic 815-40) — Issuer's Accounting for Certain Modifications or Exchange of Freestanding Equity-Classified Written Call Options

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Schedule of Outstanding Shares of Common Stock Equivalents Excluded From Diluted Net Loss Per Share	The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 Stock options 2,400,315 2,414,303 Common stock warrants 9,305,790 3,075,471 Earnout Shares ​ 22,209,280 ​ — Earnout Shares from exercised Substitute Options and Substitute Warrants 1,229,925 —

Reverse Recapitalization (Table

Reverse Recapitalization (Tables)	12 Months Ended
	Dec. 31, 2021
Reverse Recapitalization
Schedule of Reconciliation of Merger, Reverse Recapitalization	The following table reconciles the elements of the Merger to the Consolidated Statement of Cash Flows for the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ Recapitalization Cash – BRPA trust and cash, net of redemptions ​ $ 4,363 ​ Cash – PIPE financing, net of transaction costs ​ ​ 8,100 ​ Less: transaction costs and advisory fees allocated to NRXP equity ​ ​ (1,413) ​ Effect of Merger, net of redemptions and transaction costs ​ $ 11,050 ​ ​ The following table reconciles the elements of the Merger to the Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ Recapitalization Cash – BRPA trust and cash, net of redemptions ​ $ 4,363 ​ Non-cash net working capital assumed from BRPA ​ ​ (962) ​ Less: notes payable assumed from BRPA ​ ​ (1,100) ​ Less: fair value of assumed Placement Warrants ​ ​ (1,984) ​ Less: fair value of Earnout Cash ​ ​ (25,520) ​ Less: transaction costs and advisory fees allocated to NRXP equity ​ ​ (1,413) ​ Effect of Merger, net of redemptions and transaction costs ​ $ (26,616) ​
Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of the Merger	​ The following table details the number of shares of common stock issued immediately following the consummation of the Merger: ​ Number of Shares Common stock, outstanding prior to Merger ​ 552,412 ​ Less: redemption of BRPA shares ​ (216) ​ Common stock of BRPA ​ 552,196 ​ BRPA Founder and private shares, net of forfeited shares of 875,216 ​ 1,260,284 ​ Shares issued in PIPE Financing ​ 1,000,000 ​ Shares issued for services ​ 200,000 ​ Shares issued pursuant to conversion of Public and Private Rights ​ 717,250 ​ Merger and PIPE financing shares – common stock ​ 3,729,730 ​ NeuroRx shares – common stock (1) ​ 44,873,855 ​ Total shares of common stock immediately after Merger ​ 48,603,585 ​ (1) The number of NeuroRx common stock was determined from the 14,200,586 shares of NeuroRx common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down.

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Schedule of prepaid expenses and other current assets	Prepaid expenses and other current assets consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 ​ Prepaid expenses and other current assets: ​ ​ ​ ​ ​ ​ Prepaid insurance ​ $ 3,224 ​ $ 49 ​ Prepaid manufacturing expenses ​ ​ 1,028 ​ ​ — ​ Prepaid clinical development expenses ​ ​ 512 ​ ​ — ​ Other prepaid expenses ​ ​ 345 ​ ​ 165 ​ Other current assets ​ ​ — ​ ​ 26 ​ Total prepaid expenses and other current assets ​ $ 5,109 ​ $ 240 ​

Accrued and Other Current Lia_2

Accrued and Other Current Liabilities (Tables)	12 Months Ended
	Dec. 31, 2021
Accrued and Other Current Liabilities
Schedule of accrued and other current liabilities	Accrued and other current liabilities consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Accrued and other current liabilities: ​ ​ ​ ​ ​ Accrued research and development expenses ​ $ 1,055 ​ $ 586 Professional services ​ ​ 743 ​ 531 Accrued employee expenses ​ 456 ​ ​ — Other accrued expenses ​ 113 ​ 5 Accrued insurance expenses ​ ​ 8 ​ 607 Total accrued and other current liabilities ​ $ 2,375 ​ $ 1,729

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2021
Notes Payable.
Schedule of Notes Payable and Accrued Interest	The following table summarizes the Company’s outstanding notes payable as of the respective periods (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 Relief loan ​ $ 500 ​ ​ 500 Paycheck Protection Program loan ​ — ​ 120 Note payable – vendor ​ — ​ 154 Carrying value of notes payable ​ 500 ​ 774 Accrued interest ​ 18 ​ 23 Note payable ​ ​ 518 ​ ​ 797 Notes payable and accrued interest, current ​ $ 518 ​ $ 249 Notes payable and accrued interest, non-current ​ $ — ​ $ 548

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 2021
Class of Stock [Line Items]
Summary of activity for warrants	The following table provides the activity for all warrants for the respective periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Weighted ​ (in thousands) ​ ​ ​ ​ Remaining ​ Average ​ Aggregate ​ ​ Total Warrants Term Exercise Price Intrinsic Value Outstanding as of December 31, 2020 (as previously reported) ​ 620,055 ​ 11.08 ​ $ 14.61 ​ $ 22,128 Retroactive application of reverse recapitalization (Note 4) ​ 2,455,415 ​ — ​ ​ (13.53) ​ ​ — Outstanding as of December 31, 2020, effect of Merger (Note 4) ​ 3,075,470 ​ 4.34 ​ ​ 1.09 ​ ​ 150,956 Issued 6,193,449 1.90 ​ 4.62 ​ 115,941 Assumed 3,586,250 5.00 ​ ​ 11.50 ​ ​ 45,725 Exercised ​ (3,330,956) ​ — ​ ​ (3.19) ​ ​ (67,412) Forfeited (218,423) — ​ (1.53) ​ (1,501) Outstanding as of December 31, 2021 9,305,790 3.62 ​ ​ 9.09 ​ ​ 4,942
Substitute Warrants
Class of Stock [Line Items]
Schedule of Assumptions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Original Warrants Substitute Warrants Strike price ​ $7.58 – $15.84 ​ ​ $1.53 – $3.19 ​ Volatility rate ​ 80.0% ​ 80.0% ​ Risk-free rate ​ 0.03% – 0.32% ​ 0.03% – 0.32% ​ Expected term ​ 0.57 – 4.42 ​ 0.57 – 4.42 ​ Dividend yield ​ — ​ — ​

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Stock-Based Compensation
Summary of fair value of the original NeuroRx options and Substitute Options determined using the Black-Scholes option-pricing model	​ ​ ​ ​ ​ ​ ​ Original Options Substitute Options Strike price ​ $1.00 - $72.30 ​ $0.20 - $14.58 Volatility rate ​ 80.0% ​ 80.0% Risk-free rate ​ 0.07% - 0.79% ​ 0.07% - 0.79% Expected term ​ 0.18 - 5.99 ​ 0.18 - 5.99 Dividend yield ​ − ​ − ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Exercise price ​ ​ $6.44 ‑ $23.41 ​ $2.22 ‑ $3.07 Risk-free rate of interest ​ 0.69% ‑ 1.45% ​ ​ 0.79% Expected term (years) ​ 5.25 ‑ 6.5 ​ ​ 4.69 ‑ 5.92 Expected stock price volatility ​ 80.0% ‑ 85.9% ​ ​ 80.0% Dividend yield ​ — ​ —
Schedule of share-based compensation arrangements by share-based payment award	The following table summarizes the Company’s employee and non-employee stock option activity under the Plan for the following periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ (in thousands) ​ ​ ​ ​ Weighted ​ average ​ Aggregate ​ ​ Number of ​ average ​ remaining ​ intrinsic ​ shares exercise price term (years) value Outstanding as of December 31, 2020 (as previously reported) ​ 486,755 ​ $ 10.79 ​ 8.8 ​ $ 19,572 Retroactive application of reverse recapitalization ​ 1,927,548 ​ ​ (8.62) ​ - ​ ​ - Outstanding as of December 31, 2020, effect of Merger ​ 2,414,303 ​ $ 2.17 ​ 8.2 ​ $ 53,660 Options granted ​ 892,224 ​ ​ 13.95 ​ 9.9 ​ ​ 3,825 Forfeited ​ (390,187) ​ ​ (3.73) ​ - ​ ​ (7,562) Exercised ​ (516,025) ​ ​ (2.23) ​ - ​ ​ (3,645) Outstanding as of December 31, 2021 ​ 2,400,315 ​ $ 6.28 ​ 7.8 ​ $ 4,224 Options vested and exercisable as of December 31, 2021 ​ 1,004,883 ​ $ 2.25 ​ 6.2 ​ $ 3,056 ​
Summary of recognition of stock-based compensation	The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 Stock-based compensation expense ​ ​ ​ ​ ​ ​ General and administrative ​ $ 6,500 ​ $ 332 Research and development ​ ​ 1,285 ​ ​ 398 Total stock-based compensation expense ​ $ 7,785 ​ $ 730

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of fair value hierarchy	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description Level 2021 2020 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities (Note 10) ​ 3 ​ $ 292 ​ $ — Earnout Cash liability (Note 4) ​ 3 ​ $ 4,582 ​ $ —
Schedule of significant unobservable inputs	The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that are categorized within Level 3 of the fair value hierarchy are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 At Effective Time Stock price on valuation date ​ $ 4.78 ​ ​ $ 11.62 ​ Exercise price per share ​ $ 11.50 ​ ​ $ 11.50 ​ Expected life ​ ​ 4.40 ​ ​ ​ 4.9 ​ Volatility ​ ​ 82.8 % ​ ​ 35.7 % Risk-free rate ​ ​ 1.17 % ​ ​ 0.85 % Dividend yield ​ ​ — % ​ ​ — % Fair value of warrants ​ $ 2.14 ​ ​ $ 3.78 ​
Common stock warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of reconciliation of liabilities	A reconciliation of warrant liabilities is included below (in thousands): ​ ​ ​ ​ ​ ​ December 31, 2021 Balance as of December 31, 2020 ​ $ — Additions pursuant to Merger ​ ​ 1,984 Gain upon re-measurement ​ ​ (1,692) Balance as of December 31, 2021 ​ $ 292
Earnout Cash liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of reconciliation of liabilities	A reconciliation of the Earnout Cash liability is included below (in thousands): ​ ​ ​ ​ ​ December 31, 2021 Balance as of December 31, 2020 ​ $ — Additions pursuant to Merger ​ ​ 25,520 Gain upon re-measurement ​ ​ (20,938) Balance as of December 31, 2021 ​ $ 4,582

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Taxes
Schedule of Reconciliation of Effective Tax Rate to Statutory Federal Rate	A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ 2021 2020 Federal statutory rate (21.00) % (21.00) % Permanent items (0.05) % (0.04) % Fair market value earnout ​ (4.72) % — % Settlement warrants ​ 13.35 % — % Stock compensation ​ (0.02) % — % Foreign rate differential (0.00) % 0.01 % State taxes (0.05) % (1.74) % Increase in valuation allowance 12.62 % 23.01 % R&D credit (0.13) % (0.24) % Other — % 0.00 % Effective tax rate 0.00 % 0.00 %
Schedule of Components of Income Tax Provision (Benefit)	​ The components of income tax provision (benefit) are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2021 2020 Federal $ $ Current ​ ​ — ​ ​ — Deferred ​ (11,709) ​ (11,016) Foreign ​ ​ Current ​ — ​ — Deferred ​ (5) ​ 3 State and Local ​ ​ Current ​ — ​ — Deferred ​ (42) ​ (901) Change in Valuation Allowance ​ 11,756 ​ 11,914 Total ​ $ — ​ $ —
Schedule of Deferred Tax Assets and Liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2021 2020 Deferred tax assets (liabilities): ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ $ 28,053 ​ $ 8,244 Common stock warrants ​ 1,876 ​ 1,406 Foreign net operating loss carryforwards ​ 134 ​ 128 Founder share options ​ — ​ 469 Stock-based compensation ​ 1,584 ​ 681 Bonus accrual ​ 100 ​ 121 Settlement liability ​ — ​ 9,006 Other ​ — ​ 59 R&D credit ​ 500 ​ 375 Depreciation ​ (2) ​ — ​ ​ 32,245 ​ 20,489 Valuation allowance ​ (32,245) ​ (20,489) Deferred tax assets, net of allowance ​ $ — ​ $ —

Organization (Details)

Organization (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Reimbursements from Relief Therapeutics Holding AG
Related Party Transaction [Line Items]
Payment to related party	$ 10.9

Liquidity (Details)

Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 02, 2022	Aug. 23, 2021	Jul. 27, 2021	Feb. 02, 2021	Dec. 31, 2021	Dec. 31, 2020
Schedule of Liquidity [Line Items]
Cash					$ 27,605	$ 1,859
Proceeds from issuance of common stock for exercise of warrant			$ 9,200		$ 16,699
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)					3,830,586
Common stock issued for consulting services (in shares)					4,834,045
Non-cash consulting expense					$ 53,837
Private Placement
Schedule of Liquidity [Line Items]
Common stock issued (in shares)		2,727,273
Price per share		$ 11		$ 3.195
Proceeds from issuance of common stock		$ 27,400		$ 25,000
Preferred Investment Options
Schedule of Liquidity [Line Items]
Price per share		$ 12		$ 3.07
Preferred Investment Options | Maximum
Schedule of Liquidity [Line Items]
Common stock issued (in shares)		2,727,273
General and Administrative Expense [Member]
Schedule of Liquidity [Line Items]
Non-cash consulting expense					$ 53,800
Subsequent Event [Member] | Private Placement
Schedule of Liquidity [Line Items]
Common stock issued (in shares)	7,824,727
Price per share	$ 3.195
Proceeds from issuance of common stock	$ 25,000
Subsequent Event [Member] | Preferred Investment Options
Schedule of Liquidity [Line Items]
Price per share	$ 3.07

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	2,400,315	2,414,303
Common stock warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	9,305,790	3,075,471
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	22,209,280
Earnout Shares from exercised Substitute Options and Substitute Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	1,229,925

Reverse Recapitalization (Detai

Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands	May 24, 2021$ / sharesshares	May 23, 2021	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)
Business Acquisition [Line Items]
Deemed dividend - Earnout Shares | $			$ 253,130
Earnout shares for common stockholders			22,209,280
Earnout cash for common stockholders | $			$ 88,800
Aggregate purchase price | $			$ 9,624	$ 2,579
Substitute Warrants
Business Acquisition [Line Items]
Contingent Consideration (in shares)			1,920,492
Substitute Options
Business Acquisition [Line Items]
Contingent Consideration (in shares)			935,608
Merger agreement
Business Acquisition [Line Items]
Exchange Ratio	3.16
Contingent Consideration (in shares)			25,000,000
Contingent Consideration | $			$ 100,000
Number of business days for issue of Earnout shares			5 days
Stock Issued During Period, Shares, New Issues			3,729,730
Merger agreement | Subscription agreements
Business Acquisition [Line Items]
Issue price (in dollars per share) | $ / shares			$ 10
Stock Issued During Period, Shares, New Issues			1,000,000
Aggregate purchase price | $			$ 10,000
Merger agreement | Stockholders of NeuroRx
Business Acquisition [Line Items]
Consideration (in shares)	50,000,000
Issue price (in dollars per share) | $ / shares	$ 0.001
Exchange Ratio	3.16	4.96

Reverse Recapitalization - Equi

Reverse Recapitalization - Equity (Details) - Merger agreement $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Business Acquisition [Line Items]
Cash - BRPA trust and cash, net of redemptions	$ 4,363
Cash - PIPE financing, net of transaction costs	8,100
Non-cash net working capital assumed from BRPA	(962)
Less: notes payable assumed from BRPA	(1,100)
Less: fair value of assumed Placement Warrants	(1,984)
Less: fair value of Earnout Cash	(25,520)
Less: transaction costs and advisory fees allocated to NRXP equity	(1,413)
Effect of Merger, net of redemptions and transaction costs	(26,616)
Effect of Merger, net of redemptions and transaction costs	$ 11,050

Reverse Recapitalization - Cons

Reverse Recapitalization - Consummation of the merger (Details) - shares	May 24, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Total shares of common stock immediately after Merger		58,510,550	42,973,462
Merger agreement
Business Acquisition [Line Items]
Common stock, outstanding prior to Merger		552,412
Less: redemption of BRPA shares		(216)
Common stock of BRPA		552,196
Shares issued in PIPE Financing		1,000,000
Shares issued for services		200,000
Shares issued pursuant to conversion of Public and Private Rights		717,250
Merger and PIPE Financing shares - common stock		3,729,730
Total shares of common stock immediately after Merger		48,603,585
Merger agreement | Stockholders of NeuroRx
Business Acquisition [Line Items]
BRPA Founder and private shares, net of forfeited shares of 875,216	50,000,000
NeuroRx shares - common stock (1)		44,873,855
Common stock outstanding upon conversion prior to Merger		14,200,586
Merger agreement | BRPA Founder and private shares
Business Acquisition [Line Items]
BRPA Founder and private shares, net of forfeited shares of 875,216		1,260,284
Number of shares forfeited		875,216

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 3,224	$ 49
Prepaid manufacturing expenses	1,028
Prepaid clinical development expenses	512
Other prepaid expenses	345	165
Other current assets		26
Total prepaid expenses and other current assets	$ 5,109	$ 240

Accrued and Other Current Lia_3

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued and other current liabilities:
Accrued research and development expenses	$ 1,055	$ 586
Professional services	743	531
Accrued employee expenses	456
Other accrued expenses	113	5
Accrued insurance expenses	8	607
Total accrued and other current liabilities	$ 2,375	$ 1,729

Convertible Notes Payable - Add

Convertible Notes Payable - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 12, 2020	Apr. 25, 2018	Nov. 19, 2017	Dec. 31, 2021	Dec. 31, 2020	Jan. 05, 2018
Schedule of Convertible Notes [Line Items]
Sale and issuance of common shares	$ 10,000
Fair value per share	$ 10.63
Accrued interest converted into common stock	132,739
Discounted price per share	$ 2.78
Accrued interest	$ 400			$ 18	$ 23
Common stock fair value				$ 300
Convertible Debt [Member]
Schedule of Convertible Notes [Line Items]
Aggregate principal amount of convertible notes	$ 2,800
Accrued interest converted into common stock	1,005,458
Discounted price per share	$ 2.78
Two Thousand And Seventeen Convertible Notes [Member]
Schedule of Convertible Notes [Line Items]
Convertible notes gross proceeds			$ 2,500
Interest rate			6.00%
Principal and interest maturity date			4 years
Sale of stock			$ 10,000
Conversion price description			outstanding principal balance will be converted into the number of such securities sold at a conversion price equal to 80% of the securities negotiated share price.
Accrued interest		$ 200
Two Thousand And Eighteen Note [Member]
Schedule of Convertible Notes [Line Items]
Interest rate		6.00%
Principal and interest maturity date		4 years
Conversion price description		outstanding principal balance will be converted into the number of such securities sold at a conversion price equal to 80% of the securities negotiated share price.
Accrued interest						$ 100
Two Thousand Eighteen Convertible Notes Payable [Member]
Schedule of Convertible Notes [Line Items]
Convertible notes gross proceeds		$ 300

Notes Payable - Notes payable a

Notes Payable - Notes payable and Accrued Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Feb. 12, 2020	Jul. 01, 2019
Carrying value of notes payable	$ 500	$ 774
Accrued interest	18	23	$ 400
Note payable	518	797
Notes payable and accrued interest, current	518	249
Notes payable and accrued interest, non-current		548
Relief loan [Member]
Note Payable - Related Party	$ 500	500
Paycheck Protection Program Loans [Member]
Note Payable - Related Party		120
Vendor
Note Payable - Related Party		$ 154		$ 200

Notes Payable - Additional Info

Notes Payable - Additional Information (Details) - USD ($) $ in Thousands	Apr. 28, 2020	Apr. 06, 2020	Dec. 31, 2021
Debt Instrument, Maturity Date		Apr. 6, 2022
Loan term	2 years
Loan forgiveness, description	The PPP Loan amount may be eligible for forgiveness in the event that (i) at least 75% of the PPP Loan proceeds are used to cover payroll costs and the remainder is used for mortgage interest, rent and utility costs over the eight-week period after the PPP Loan is made, and (ii) the number of employees and compensation levels are generally maintained.
Outstanding principal written off			$ 100
Outstanding accrued and unpaid interest written off			100
Gain on extinguishment of debt			121
Relief loan [Member]
Interest rate		2.00%
Related party loan		$ 500
Pay Check Protection Program [Member]
Loan funding	$ 100
Gain on extinguishment of debt			$ 100

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 10, 2022	Jul. 27, 2021	Jul. 01, 2021	Mar. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 09, 2020
Commitments and Contingencies [Line Items]
Rent expense					$ 100	$ 100
Allowance for doubtful accounts						257
Accrued settlement expense						39,486
Additional settlement liability				$ 21,400	$ 21,366	39,486
Number of shares issued upon exercise of warrants		1,833,596			516,025
Proceeds from issuance of common stock for exercise of warrant		$ 9,200			$ 16,699
Prepaid expenses and other current assets					5,109	240
GEM Warrant [Member]
Commitments and Contingencies [Line Items]
Warrant issued				3,329,812
Exercise price of warrant				$ 3.19
Warrants to purchase shares				1,496,216
Warrants to purchase shares, amount				$ 7,500
Warrants expire period				The GEM Warrant was valid for a period of three years from the date NeuroRx’s stock is listed for trading on a national securities exchange or consummation of a reverse merger transaction of the type contemplated by the Merger Agreement.
Accrued settlement expense						$ 39,500
Reimbursements from Relief Therapeutics Holding AG
Commitments and Contingencies [Line Items]
Payment to related party					$ 10,900
Phase II Inhaled clinical trial of Aviptadil
Commitments and Contingencies [Line Items]
Research commitments			$ 7,400
GEM Share Subscription Facility Agreement
Commitments and Contingencies [Line Items]
Share subscription agreement term					3 years
Share subscription value					$ 95,600
Commitment fee					1,900
Relief Therapeutics Collaboration Agreement Breach [Member]
Commitments and Contingencies [Line Items]
Invoiced costs	$ 185,000
Polypeptide [Member]
Commitments and Contingencies [Line Items]
Purchase commitments							$ 5,300
Prepaid expenses and other current assets					3,300
Sponsored Research Agreement [Member]
Commitments and Contingencies [Line Items]
Research commitments					400
Research commitments paid					$ 300

Equity - Additional Information

Equity - Additional Information (Details) $ / shares in Units, $ in Thousands	Oct. 15, 2021shares	Jul. 27, 2021USD ($)shares	May 24, 2021shares	May 23, 2021	Mar. 28, 2021USD ($)$ / sharesshares	Oct. 23, 2020USD ($)$ / sharesshares	Jul. 15, 2020USD ($)$ / sharesshares	Jul. 06, 2020USD ($)$ / sharesshares	Sep. 30, 2021shares	Dec. 31, 2021USD ($)D$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Jul. 23, 2021shares	Mar. 31, 2020shares
Stockholders Equity [Line Items]
Common stock, shares authorized										500,000,000	500,000,000
Common stock, par value | $ / shares										$ 0.001	$ 0.001
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)										3,830,586
Number of shares issued upon exercise of warrants		1,833,596								516,025
Issuance of common stock for exercise of warrants and Unit Purchase Options | $										$ 16,699
Contingently issuable Earnout Shares Excluded from EPS computation									185,472
Common stock issued for consulting services (in shares)										4,834,045
Non-cash consulting expense | $										$ 53,837
Common stock issued | $										$ 9,624	$ 2,579
Loss on conversion of convertible notes payable | $											$ 307
Common stock issued to settle note conversion (in shares)											1,138,199
Awarded to employees as bonus for services provided										200,000
Compensation expenses | $										$ 7,785	$ 730
Common shares issued											30,020
Debt conversion, converted instrument, amount | $											$ 100
Debt conversion, original debt, amount | $											$ 100
Loss on settlement of accounts payable | $										$ (121)
Preferred stock, shares authorized										50,000,000	50,000,000
Preferred stock, shares issued										0	0
Preferred stock, par value | $ / shares										$ 0.001	$ 0.001
Number of shares outstanding										0	0
Warrant issued										6,193,449
Warrant, exercise price per share | $ / shares										$ 9.09	$ 1.09
Proceeds from exercise of warrant | $		$ 9,200								$ 16,699
Net impact to additional paid-in capital | $										$ 60,852
Number of outstanding warrants										9,305,790	3,075,470
Change in fair value of the warrants | $										$ (1,692)
Number of units outstanding										600,000		600,000
Price per unit | $ / shares										$ 10
Aggregate exercise price | $										$ 6,000
Number of shares per right										1
Fractional shares issued upon conversion of rights										0
Unamortized compensation costs | $										$ 31,100
Common stock issued to settle accounts payable | $											$ 145
Loss on common stock issued to settle accounts payable | $											42
Substitute Warrants
Stockholders Equity [Line Items]
Deemed dividend - Earnout Shares | $										2,700
Net impact to additional paid-in capital | $										0
Additional deemed dividend recognized in the event of earnout shares milestone | $										24,400
Additional deemed dividend recognized in the event of earnout cash milestone | $										$ 3,100
Public Warrants
Stockholders Equity [Line Items]
Warrant, exercise price per share | $ / shares										$ 11.50
Warrants exercised										1,144
Number of outstanding warrants										3,450,000
Number of shares per warrant										1
Warrants expiration term										5 years
Redemption price per warrant (in dollars per share) | $ / shares										$ 0.01
Minimum threshold written notice period for redemption of warrants										30 days
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares										$ 21
Threshold trading days for redemption of warrants | D										20
Redemption period | D										30
Public Warrants | Maximum
Stockholders Equity [Line Items]
Gross proceeds from exercise of warrants | $										$ 100
Placement Warrants
Stockholders Equity [Line Items]
Number of outstanding warrants										136,250
Change in fair value of the warrants | $										$ 1,700	0
Public Right
Stockholders Equity [Line Items]
Number of outstanding warrants										6,900,000
Placement Rights
Stockholders Equity [Line Items]
Number of outstanding warrants										272,500
GEM Warrant
Stockholders Equity [Line Items]
Contingently issuable Earnout Shares Excluded from EPS computation										1,044,453
Merger agreement
Stockholders Equity [Line Items]
Merger and PIPE Financing shares - common stock										3,729,730
Exchange Ratio			3.16
Merger agreement | Stockholders of NeuroRx
Stockholders Equity [Line Items]
Exchange Ratio			3.16	4.96
VaccineCo
Stockholders Equity [Line Items]
Merger and PIPE Financing shares - common stock	4,000,000
Common stock Warrants
Stockholders Equity [Line Items]
Warrant issued						139,645	279,291	4,000
Warrant, exercise price per share | $ / shares						$ 15.25	$ 15.25	$ 15.25
Warrant expiry date						Oct. 22, 2025	Jul. 14, 2025	Jul. 5, 2023
Fair value on the date of issuance | $						$ 2,700	$ 2,700	$ 100
Warrant, fair valued price per share | $ / shares						$ 9.64	$ 9.63	$ 7.63
Common stock Warrants | Legacy NeuroRx Warrants
Stockholders Equity [Line Items]
Warrant issued					3,329,812
Warrant, exercise price per share | $ / shares					$ 3.19
Warrant expiry date					Mar. 27, 2024
Fair value on the date of issuance | $					$ 60,900
Warrants exercised		1,833,596			1,496,216
Gross proceeds from exercise of warrants | $		$ 9,200			$ 7,500
Substitute Warrants
Stockholders Equity [Line Items]
Warrant, exercise price per share | $ / shares										$ 2.45
Warrants exercised										4,909,066
Incremental compensation on modification | $										$ 2,300
Unamortized compensation costs | $										23,800
General and Administrative Expense [Member]
Stockholders Equity [Line Items]
Non-cash consulting expense | $										53,800
Compensation expenses | $										$ 6,500	332
Loss on settlement of accounts payable | $											$ 100
Common Stock
Stockholders Equity [Line Items]
Merger and PIPE Financing shares - common stock										3,642,727	556,043
Issuance of common stock for exercise of warrants and Unit Purchase Options (in shares)										3,830,586
Proceeds from issuance of common stock | $										$ 37,000	$ 2,600
Common Stock | General and Administrative Expense [Member]
Stockholders Equity [Line Items]
Compensation expenses | $										$ 4,800
Legacy NeuroRx Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, par value | $ / shares										$ 0.001	$ 0.001
Legacy NeuroRx Preferred Stock | Convertible Series A Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, shares authorized										1,000,000	1,000,000
Preferred stock, shares issued										1,000,000	1,000,000
Preferred stock, conversion basis										one share of common stock for each preferred share
Convertible preferred stock, liquidation preference per share | $ / shares										$ 1	$ 1
Number of shares outstanding			2,367,543
Shares issued upon conversion			7,480,836
Legacy NeuroRx Preferred Stock | Convertible Series B-1 Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, shares authorized										1,050,695	1,050,695
Preferred stock, shares issued										1,050,695	1,050,695
Convertible preferred stock, liquidation preference per share | $ / shares										$ 7.58	$ 7.58
Legacy NeuroRx Preferred Stock | Convertible Series B-1A Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, shares authorized										316,848	316,848
Preferred stock, shares issued										316,848	316,848
Convertible preferred stock, liquidation preference per share | $ / shares										$ 6.82	$ 6.82
Legacy NeuroRx Preferred Stock | Convertible Series B-2 Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, shares authorized											100,000
Preferred stock, shares issued													4,167
Preferred stock, par value | $ / shares											$ 0.001
Preferred stock, conversion basis											one share of common stock for each share of  B-2 Preferred Stock
Convertible preferred stock, liquidation preference per share | $ / shares											$ 12
Number of shares outstanding			4,167
Shares issued upon conversion			13,168

Equity - Schedule of Assumption

Equity - Schedule of Assumptions (Details) - $ / shares	Aug. 23, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Volatility rate			80.00%
Risk-free rate			0.79%
Risk-free rate, minimum		0.69%
Dividend yield	0.00%
Substitute Warrants
Class of Warrant or Right [Line Items]
Volatility rate		80.00%
Risk-free rate, minimum		0.03%
Risk-free rate, maximum		0.32%
Preferred Investment Options
Class of Warrant or Right [Line Items]
Volatility rate	85.90%
Risk-free rate	0.43%
Expected term	3 years
Dividend yield	0.00%
Common stock warrant [Member]
Class of Warrant or Right [Line Items]
Volatility rate		80.00%
Risk-free rate, minimum		0.03%
Risk-free rate, maximum		0.32%
Minimum [Member]
Class of Warrant or Right [Line Items]
Strike price		$ 6.44	$ 2.22
Volatility rate		80.00%
Expected term		5 years 3 months	4 years 8 months 8 days
Minimum [Member] | Substitute Warrants
Class of Warrant or Right [Line Items]
Strike price		$ 1.53
Minimum [Member] | Common stock warrant [Member]
Class of Warrant or Right [Line Items]
Strike price		7.58
Expected term			6 months 25 days
Maximum
Class of Warrant or Right [Line Items]
Strike price		$ 23.41	$ 3.07
Volatility rate		85.90%
Risk-free rate, maximum		1.45%
Expected term		6 years 6 months	5 years 11 months 1 day
Maximum | Substitute Warrants
Class of Warrant or Right [Line Items]
Strike price		$ 3.19
Maximum | Common stock warrant [Member]
Class of Warrant or Right [Line Items]
Strike price		$ 15.84
Expected term			4 years 5 months 1 day

Equity - Schedule of Warrants (

Equity - Schedule of Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total Warrants
Outstanding at the beginning	3,075,470
Issued	6,193,449
Assumed	3,586,250
Exercised	(3,330,956)
Forfeited	(218,423)
Outstanding at the end	9,305,790	3,075,470
Weighted Average Remaining Term
Outstanding	3 years 7 months 13 days	4 years 4 months 2 days
Issued (in years)	1 year 10 months 24 days
Assumed (in years)	5 years
Exercised (in years)	0 years
Forfeited (in years)	0 years
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 1.09
Issued (in dollars per share)	4.62
Exercised (in dollars per share)	(3.19)
Forfeited (in dollars per share)	(1.53)
Assumed (in dollars per share)	(11.50)
Outstanding at the end (in dollars per share)	$ 9.09	$ 1.09
Aggregate Intrinsic Value
Outstanding at the beginning (in dollars)	$ 150,956
Issued (in dollars)	115,941
Assumed (in dollars)	45,725
Exercised (in dollars)	(67,412)
Forfeited (in dollars)	(1,501)
Outstanding at the end (in dollars)	$ 4,942	$ 150,956
Public Warrants
Total Warrants
Outstanding at the end	3,450,000
Weighted Average Exercise Price
Outstanding at the end (in dollars per share)	$ 11.50
Placement Warrants
Total Warrants
Outstanding at the end	136,250
As previously reported
Total Warrants
Outstanding at the beginning	620,055
Outstanding at the end		620,055
Weighted Average Remaining Term
Outstanding		11 years 29 days
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 14.61
Outstanding at the end (in dollars per share)		$ 14.61
Aggregate Intrinsic Value
Outstanding at the beginning (in dollars)	$ 22,128
Outstanding at the end (in dollars)		$ 22,128
Retroactive application of reverse recapitalization
Total Warrants
Outstanding at the beginning	2,455,415
Outstanding at the end		2,455,415
Weighted Average Remaining Term
Outstanding		0 years
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ (13.53)
Outstanding at the end (in dollars per share)		$ (13.53)
Aggregate Intrinsic Value
Outstanding at the beginning (in dollars)	$ 0
Outstanding at the end (in dollars)		$ 0

Equity - Assumed Unit Purchase

Equity - Assumed Unit Purchase Options (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 23, 2021	Dec. 31, 2021
Equity
Number of units outstanding	600,000	600,000
Shares of common stock issued through conversion	499,630
Price per unit		$ 10
Aggregate exercise price		$ 6
Number of shares per right		1

Equity - Conversion of Rights,

Equity - Conversion of Rights, August 2021 Private Placement and Preferred Investment Options (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 23, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Number of outstanding right		9,305,790	3,075,470
Number of shares per right		1
Fractional shares issued upon conversion of rights		0
Price per unit		$ 10
Aggregate exercise price		$ 6
Public Right
Class of Warrant or Right [Line Items]
Number of outstanding right		6,900,000
Public Warrants
Class of Warrant or Right [Line Items]
Number of outstanding right		3,450,000
Placement Rights
Class of Warrant or Right [Line Items]
Number of outstanding right		272,500
Private Placement
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)	2,727,273
Price per unit	$ 11
Aggregate exercise price	$ 27.4
Private Placement | Maximum
Class of Warrant or Right [Line Items]
Price per unit	$ 13.75
Preferred Investment Options
Class of Warrant or Right [Line Items]
Common stock and warrants issued in private placement, net of issuance costs (in shares)	2,727,273
Price per unit	$ 12
Fair value on the date of issuance	$ 21.7
Preferred Investment Options | Maximum
Class of Warrant or Right [Line Items]
Price per unit	$ 13.78
Merger agreement
Class of Warrant or Right [Line Items]
Issuance of Common Stock to holders of rights		717,250

Stock Based Compensation - Addi

Stock Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands	May 24, 2021$ / sharesshares	May 23, 2021	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Equity Incentive Plan [Line Items]
Expected dividend yield			0.00%
Weighted average grant date fair value | $ / shares			$ 16.57	$ 13.80
Unrecognized compensation			$ 31,100
Weighted-average period			1 year 25 days
Stock-based compensation expense allocated			$ 7,785	$ 730
Merger agreement
Equity Incentive Plan [Line Items]
Exchange Ratio	3.16
Merger agreement | Stockholders of NeuroRx
Equity Incentive Plan [Line Items]
Exchange Ratio	3.16	4.96
Substitute Options
Equity Incentive Plan [Line Items]
Share-based Payment Arrangement, Plan Modification, Incremental Cost			25,900
General and Administrative Expense [Member]
Equity Incentive Plan [Line Items]
Stock-based compensation expense allocated			6,500	332
Research and Development Expense [Member]
Equity Incentive Plan [Line Items]
Stock-based compensation expense allocated			$ 1,285	$ 398
2016 Omnibus Inventive Plan [Member]
Equity Incentive Plan [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized | shares			3,472,000
Options to purchase shares of common Stock | shares	2,895,423		2,400,315	2,414,303
Exercise price | $ / shares	$ 5.10		$ 6.28	$ 2.17

Stock Based Compensation - Lega

Stock Based Compensation - Legacy NeuroRx 2016 Omnibus Incentive Plan - Stock option (Details) - $ / shares	Aug. 23, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate			80.00%
Risk-free rate, minimum		0.69%
Dividend yield	0.00%
2016 Omnibus Inventive Plan [Member] | Original Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate		80.00%
Risk-free rate, minimum		0.07%
Risk-free rate, maximum		0.79%
2016 Omnibus Inventive Plan [Member] | Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate		80.00%
Risk-free rate, minimum		0.07%
Risk-free rate, maximum		0.79%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price		$ 6.44	$ 2.22
Volatility rate		80.00%
Expected term		5 years 3 months	4 years 8 months 8 days
Minimum [Member] | 2016 Omnibus Inventive Plan [Member] | Original Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price		$ 1
Expected term		2 months 4 days
Minimum [Member] | 2016 Omnibus Inventive Plan [Member] | Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price		$ 0.20
Expected term		2 months 4 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price		$ 23.41	$ 3.07
Volatility rate		85.90%
Risk-free rate, maximum		1.45%
Expected term		6 years 6 months	5 years 11 months 1 day
Maximum | 2016 Omnibus Inventive Plan [Member] | Original Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price		$ 72.30
Expected term		5 years 11 months 26 days
Maximum | 2016 Omnibus Inventive Plan [Member] | Substitute Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price		$ 14.58
Expected term		5 years 11 months 26 days

Stock Based Compensation - Le_2

Stock Based Compensation - Legacy NeuroRx 2016 Omnibus Incentive Plan (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Vested substitute options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Plan Modification, Incremental Cost	$ 1
Vested substitute options | General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Plan Modification, Incremental Cost	1
Vested substitute options | Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Plan Modification, Incremental Cost	0.1
Unvested substitute options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Plan Modification, Incremental Cost	$ 25.9

Stock Based Compensation - 2021

Stock Based Compensation - 2021 Omnibus Incentive Plan (Details) - 2021 Omnibus Incentive Plan	12 Months Ended
	Dec. 31, 2021shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	5,373,049
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	4,641,453
Number of shares remain available for issuance	731,596

Stock Based Compensation - Summ

Stock Based Compensation - Summary of grant date of stock option award (Details) - $ / shares	Aug. 23, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free rate of interest			0.79%
Risk-free rate of interest, minimum		0.69%
Expected stock price volatility			80.00%
Dividend yield	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price		$ 6.44	$ 2.22
Expected term (years)		5 years 3 months	4 years 8 months 8 days
Expected stock price volatility		80.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price		$ 23.41	$ 3.07
Risk-free rate of interest, maximum		1.45%
Expected term (years)		6 years 6 months	5 years 11 months 1 day
Expected stock price volatility		85.90%

Share based compensation - Summ

Share based compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 27, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Granted		200,000
Exercised	(1,833,596)	(516,025)
2016 Omnibus Inventive Plan [Member]
Number of shares
Outstanding at the beginning		2,414,303
Granted		892,224
Forfeited		(390,187)
Exercised		(516,025)
Outstanding at the end		2,400,315	2,414,303
Options vested and exercisable		1,004,883
Weighted average exercise price
Outstanding at the beginning (in dollars per share)		$ 2.17
Granted (in dollars per share)		13.95
Forfeited (in dollars per share)		(3.73)
Exercised (in dollars per share)		(2.23)
Outstanding at the end (in dollars per share)		6.28	$ 2.17
Options vested and exercisable		$ 2.25
Weighted average remaining remaining term (in years)
Outstanding		7 years 9 months 18 days	8 years 2 months 12 days
Granted (in years)		9 years 10 months 24 days
Options vested and exercisable		6 years 2 months 12 days
Aggregate intrinsic value
Outstanding at the beginning (in dollars)		$ 53,660
Granted (in dollars)		3,825
Forfeited		(7,562)
Exercised (in dollars)		(3,645)
Outstanding at the end (in dollars)		4,224	$ 53,660
Options vested and exercisable		$ 3,056
As previously reported
Number of shares
Outstanding at the beginning (as previously reported)			486,755
Weighted average exercise price
Outstanding at the beginning (as previously reported)			$ 10.79
Weighted average remaining remaining term (in years)
Outstanding at the beginning (as previously reported) (in years)			8 years 9 months 18 days
Aggregate intrinsic value
Outstanding at the beginning (as previously reported) (in dollars)			$ 19,572
Retroactive application of reverse recapitalization
Number of shares
Retroactive application of reverse recapitalization			1,927,548
Weighted average exercise price
Retroactive application of reverse recapitalization			$ (8.62)

Share based compensation - Reco

Share based compensation - Recognition of stock-based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense allocated	$ 7,785	$ 730
Unrecognized compensation costs expected to be recognized	6,600
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense allocated	6,500	332
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense allocated	$ 1,285	$ 398

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Level 3 - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Warrant liabilities (Note 10)	$ 292	$ 0
Earnout Cash liability (Note 4)	$ 4,582	$ 0

Fair Value Measurements - Signi

Fair Value Measurements - Significant unobservable inputs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurements
Stock price on valuation date	$ 4.78	$ 11.62
Exercise price per share	$ 11.50	$ 11.50
Expected life	4 years 4 months 24 days	4 years 10 months 24 days
Volatility	82.80%	35.70%
Risk-free rate	1.17%	0.85%
Dividend yield	0.00%	0.00%
Fair value of warrants	$ 2.14	$ 3.78

Fair Value Measurements - Recon

Fair Value Measurements - Reconciliation of warrant liabilities (Details) - Common stock warrant [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning balance
Additions pursuant to Merger	1,984
(Gain) loss upon re-measurement	(1,692)
Balance at the ending balance	$ 292

Fair Value Measurements - Rec_2

Fair Value Measurements - Reconciliation of Earnout Cash liability (Details) - Earnout Cash liability $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning balance
Additions pursuant to Merger	25,520
Loss upon re-measurement	(20,938)
Balance at the ending balance	$ 4,582

Fair Value Measurements - Fair

Fair Value Measurements - Fair value on a Recurring Basis (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)$ / shares
Fair Value Measurements
Trading price | $ / shares	$ 24.25
Deemed dividend - Earnout Shares	$ 253,130
Net impact to additional paid-in capital	$ 0

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of the statutory U.S. federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Federal statutory rate	(21.00%)	(21.00%)
Permanent items	(0.05%)	(0.04%)
Fair market value earnout	(4.72%)
Settlement warrants	13.35%
Stock compensation	(0.02%)
Foreign rate differential	0.00%	0.01%
State taxes	(0.05%)	(1.74%)
Increase in valuation allowance	12.62%	23.01%
R&D credit	(0.13%)	(0.24%)
Other	0.00%	0.00%
Effective tax rate	0.00%	0.00%

Income Taxes - Components of in

Income Taxes - Components of income tax provision (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Federal
Current	$ 0	$ 0
Deferred	(11,709)	(11,016)
Foreign
Current	0	0
Deferred	(5)	3
State and Local
Current	0	0
Deferred	(42)	(901)
Change in Valuation Allowance	11,756	11,914
Total	$ 0	$ 0

Income Taxes - Deferred tax ass

Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$ 28,053	$ 8,244
Common stock warrants	1,876	1,406
Foreign net operating loss carryforwards	134	128
Founder share options		469
Stock-based compensation	1,584	681
Bonus accrual	100	121
Settlement liability		9,006
Other		59
R&D credit	500	375
Depreciation	(2)
Deferred tax assets	32,245	20,489
Valuation allowance	(32,245)	(20,489)
Deferred tax assets, net of allowance	$ 0	$ 0

Income Taxes - Net Operating Lo

Income Taxes - Net Operating Loss Carryforward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Reduction of the deferred tax asset due to uncertain tax positions	$ 0.5
Maximum
Operating Loss Carryforwards [Line Items]
Accrued total penalties and interest	0.1	$ 0.1
Federal
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	127.5	37.1
State
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	23	5.2
Foreign
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 0.6	$ 0.6

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	Jul. 26, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Accounts payable due to related parties		$ 100	$ 100
Common stock issued		9,624	2,579
CEO
Related Party Transaction [Line Items]
Compensation amount received related to related party transaction		400	500
PillTracker SOW
Related Party Transaction [Line Items]
Payment to related party		1,000	300
Total cost under SOW	$ 200
Pilltracker STO [Member]
Related Party Transaction [Line Items]
Supplemental Task Order expected costs		400
Neuro Rx [Member] | Chief Commercial Officer [Member]
Related Party Transaction [Line Items]
Payment to related party		100	100
Neuro Rx [Member] | Glytech Agreement [Member]
Related Party Transaction [Line Items]
Continuing technology support services and reimbursed expenses		$ 300	$ 300
Related party transaction description		The Excluded Technology will transfer to the Company for no additional consideration if aggregate the value of NRx Pharmaceuticals equity held by Glytech exceeds $50.0 million on any date prior to August 6, 2022, based on the average daily value of the equity held by Glytech during a period of 20 consecutive days prior to such date.

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 02, 2022	Oct. 15, 2021	Aug. 23, 2021	Feb. 02, 2021	Dec. 31, 2021
Subsequent Event [Line Items]
Granted					200,000
VaccineCo
Subsequent Event [Line Items]
Common stock issued (in shares)		4,000,000
Private Placement
Subsequent Event [Line Items]
Common stock issued (in shares)			2,727,273
Price per share			$ 11	$ 3.195
Proceeds from Issuance of Common Stock			$ 27.4	$ 25
Preferred Investment Options
Subsequent Event [Line Items]
Price per share			$ 12	$ 3.07
Preferred Investment Options | Maximum
Subsequent Event [Line Items]
Common stock issued (in shares)			2,727,273
Subsequent Event [Member] | Private Placement
Subsequent Event [Line Items]
Common stock issued (in shares)	7,824,727
Price per share	$ 3.195
Proceeds from Issuance of Common Stock	$ 25
Subsequent Event [Member] | Preferred Investment Options
Subsequent Event [Line Items]
Price per share	$ 3.07