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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

	NRX PHARMACEUTICALS, INC.
	(Exact name of registrant as specified in its charter)

	Delaware		001-38302		82-2844431
	(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

	1201 Orange Street, Suite 600 Wilmington, Delaware		19801
	(Address of principal executive offices)		(Zip Code)

(484)254-6134

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of exchange on which registered

Common Stock, par value $0.001 per share	NRXP	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	NRXPW	The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 8.01 Other Events.

On February 17, 2026, NRx Pharmaceuticals, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) for an aggregate of $20,000,000 of the Company’s shares (the “Shares”) of common stock, par value $0.001 per share, issuable pursuant to that certain At-The-Market Offering Agreement, as amended (the “Offering Agreement”), with H.C. Wainwright & Co., LLC, dated August 14, 2023. Any Shares sold under the Offering Agreement will be issued under the registration statement on Form S-3 (File No. 333-288205) initially filed by the Company with the Securities and Exchange Commission on June 20, 2025, as thereafter amended or supplemented, and declared effective on December 22, 2025, the base prospectus filed as part of such registration statement and the Prospectus Supplement.

The Company is filing this Current Report on Form 8-K to provide the legal opinion of Cozen O’Connor as to the validity of the Shares. A copy of the opinion is filed as Exhibit 5.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description

5.1	Opinion of Cozen O’Connor.

23.1	Consent of Cozen O’Connor (contained in the opinion filed as Exhibit 5.1 hereto).

104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

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

	NRx Pharmaceuticals, Inc.

Date: February 17, 2026	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Its:	Chief Executive Officer

EX-5.1 2 ex_921262.htm EXHIBIT 5.1 ex_921262.htm

Exhibit 5.1

February 17, 2026

NRx Pharmaceuticals, Inc.
1201 Orange Street, Suite 600
Wilmington, Delaware 19801

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with (a) the Company’s filing on the date hereof with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), of a prospectus supplement, dated February 17, 2026 (the “Prospectus Supplement”), forming part of the registration statement on Form S-3, Registration No. 333-288205, initially filed by the Company with the Commission on June 20, 2025, as thereafter amended or supplemented, and declared effective on December 22, 2025 (the “Registration Statement”); and (b) an offering of up to $20,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share that may be issued and sold under that certain At-The-Market Offering Agreement, dated August 14, 2023, as amended on April 4, 2025 (the “Sales Agreement”), between the Company and H.C. Wainwright & Co., LLC. The Prospectus Supplement relates to the Shares.

In rendering the opinion set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (a) the Second Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof, together with all amendments thereto adopted through the date hereof (the “Certificate of Incorporation”); (b) the Amended and Restated Bylaws of the Company, as in effect on the date hereof (the “Bylaws”); (c) the Registration Statement and all exhibits thereto, including the base prospectus contained therein; (d) the Prospectus Supplement; (e) the Sales Agreement; and (f) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (e) the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon payment and delivery in accordance with the Sales Agreement, the Shares will be validly issued, fully paid and nonassessable

Our opinion is strictly limited to the General Corporation Law of the State of Delaware and the laws of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Sales Agreement or the transactions governed by the Sale Agreement.

This opinion is for your benefit in connection with the Registration Statement and the Prospectus Supplement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is limited to the matters stated herein, and no opinion may be implied or inferred beyond the matters expressly stated in this opinion letter.

This opinion letter is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

Page 2

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and to the reference to our firm’s name contained therein and in the Prospectus Supplement under the heading “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

COZEN O’CONNOR

/s/ Cozen O’Connor