Note 12. Stock-Based Compensation

2016 Omnibus Incentive Plan

Prior to the Merger, the Company 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 were subject to awards and issuable under the 2016 Plan was 347,200.

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, based on the Exchange Ratio (of 0.316:1).

Upon the closing of the Merger, the outstanding and unexercised NeuroRx stock options became options to purchase an aggregate 289,542 shares of Common Stock at an average exercise price of $51.00 per share.

2021 Omnibus Incentive Plan

The Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) permits the granting of incentive stock options, restricted stock awards, other stock-based awards or other cash-based awards to employees, directors, and non-employee consultants. On December 28, 2023, the first amendment to the 2021 Plan was executed which increased the maximum number of shares (i) available for issuance under the Plan by an additional 200,000, and (ii) that may be delivered pursuant to the exercise of Incentive Stock Options granted under the 2021 Plan to be equal to 100% of the Share Pool. As of December 31, 2025, 1,308,746 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. As of January 1, 2026, 417,143 shares were added to the 2021 Plan under an evergreen feature that automatically increases the reserve with additional shares of Common Stock for future issuance under the Incentive Plan each calendar year, beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 1% of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) a smaller number of shares determined by the Board. As of June 30, 2026, an aggregate 1,146,992 shares of Common Stock have been awarded net of forfeitures, and 320,660 shares of Common Stock remain available for issuance under the 2021 Plan.

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 volatility and implied volatility. 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 an NDA by the FDA for NRX‑101, or b) immediately preceding a change in control of the Company, whichever occurs first.

On January 1, 2026, the Company issued 10,135 stock options. These shares have a vesting term of three and two years, an expiration date of ten years from the grant date and were valued at approximately less than $0.1 million as of the grant date.

On January 27, 2026, the Company issued 100,000 stock options. These shares have a vesting term of three years, an expiration date of ten years from the grant date and were valued at approximately less than $0.2 million as of the grant date.

On May 31, 2026, the Company issued 25,000 stock options. These shares have a vesting term of three years, an expiration date of ten years from the grant date and were valued at approximately $0.1 million as of the grant date.

The stock options granted during the three months ended June 30, 2026 were valued utilizing the Black-Scholes options pricing model with the following inputs: $4.42 of stock price, 4.20% risk-free rate, 147.40% volatility, 0% dividend rate, and the expected term of 6 years.

The stock options granted during the six months ended June 30, 2026 were valued utilizing the Black-Scholes options pricing model with the following inputs: $2.24-4.42 of stock price, 3.92%-4.20% risk-free rate, 147.40%-156.02% volatility, 0% dividend rate, and the expected term of 6 years.

The following table summarizes the Company’s employee and non-employee stock option activity under the 2021 Plan for the following periods:

Stock-based compensation expense related to stock options was $0.1 million and less than $0.1 million for the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense related to stock options was $0.3 million and less than $0.1 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $0.6 million, which the Company expects to recognize over a weighted-average period of approximately 1.77 years.

Restricted Stock Awards

The following table presents the Company’s Restricted Stock Activity:

On October 22, 2025, the Company granted 32,895 restricted shares of Company’s common stock of to an employee in accordance with Medical Director Agreement. The shares were valued at approximately $0.1 million based on the closing price of NRx Common Stock on October 16, 2025 of $3.04 per share. The Restricted Stock vests in equal tranches over a three-year period, with each tranche vesting on the day prior to each anniversary of the effective date. The related stock-based compensation expense is being recognized over the vesting period.

On May 31, 2026, the Company granted 10,000 shares of restricted common stock under the Company's 2021 Omnibus Incentive Plan to an employee pursuant to the terms of an employment agreement. The shares were valued at approximately less than $0.1 million based on the closing price of NRx Common Stock on May 31, 2026 of $4.42 per share. The shares vested immediately upon grant.

Stock-based compensation expense related to RSAs was less than $0.1 million for the three and six months ended June 30, 2026.

The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands):