Material Event (Form 8-K)

8.01 Other Events.

On April 17, 2025, NRx Pharmaceuticals, Inc. (the "Company") increased the maximum aggregate offering price of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock") issuable under that certain At the Market Offering Agreement, as amended (the "Offering Agreement") with H.C. Wainwright & Co., LLC, dated August 14, 2023, to $20,000,000 and filed a prospectus supplement (the "Prospectus Supplement") under the Offering Agreement for an aggregate of $20,000,000. Prior to the date hereof, the Company sold shares of Common Stock having an aggregate sales price of approximately $1.8 million under the Offering Agreement. A copy of the legal opinion as to the legality of the $20,000,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.