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Note 17 - Related Party Transactions
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

Note 17. Related Party Transactions

 

Glytech Agreement

 

The Company licenses patents that are owned by Glytech, LLC (Glytech), pursuant to a license agreement (the “Glytech Agreement”). Glytech is owned by Daniel Javitt, the co-founder and a former director of the Company. 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 the Company. During the three months ended  June 30, 2026 and 2025, the Company paid Glytech $0.3 million and $0, respectively, for continuing technology support services and reimbursed expenses. During the six months ended  June 30, 2026 and 2025, the Company paid Glytech $0.3 million and $0, 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 the Company. 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 DCS or lurasidone individually or jointly. This definition would cover pharmaceutical formulations, including some that the Company considers “pipeline” or “future product” opportunities, which contain a combination of pharmaceutical components different from those contained in NRX-100 and NRX-101. On November 6, 2022 the Glytech Agreement was amended whereby Glytech agreed to transfer and assign the remainder of the Licensed Technology and the Excluded Technology to the Company for no additional consideration at any time upon receipt of written notice from the Company if, on or prior to June 30, 2024, (i) the value of the Glytech equity holdings in the Company (the “Glytech Equity”) has an aggregate liquidity value of at least $50 million for twenty (20) consecutive trading days immediately preceding any given date and (ii) there are no legal or contractual restrictions on selling all of the securities represented by the Glytech Equity then applicable to Glytech (or reasonably foreseeable to be applicable to Glytech within the following twenty trading days).

 

Consulting Agreement with Dr. Jonathan Javitt

 

The Chief Scientist of the Company, Dr. Jonathan Javitt, is a major stockholder of the Company and a member of the Board. Therefore, his services are deemed to be a related party transaction. He served the Company on a full-time basis as chief executive officer under an employment agreement with the Company until March 8, 2022 and currently serves under a consulting agreement with the Company as Chief Scientist thereafter and received compensation of $0.1 million and $0.1 million during the three months ended June 30, 2026 and 2025, respectively. Dr. Javitt received compensation of $0.4 million and $0.6 million during the six months ended June 30, 2026 and 2025, respectively.

 

On March 29, 2023, the consulting agreement dated March 8, 2022 (the “Javitt Consulting Agreement”) between the Company and Dr. Jonathan Javitt was amended to extend the term of the Javitt Consulting Agreement until March 8, 2024 with automatic annual renewals thereafter unless one party or the other provides notice of non-renewal. The amendment also provided for payment at the rate of $0.6 million per year, payable monthly (i.e., less than $0.1 million per month), and a performance-based annual bonus with a minimum target of $0.3 million, at the discretion of the Board and upon satisfactory performance of the services. As of June 30, 2026 and December 31, 2025, accrued discretionary bonus compensation under the Javitt Consulting Agreement totaled $0 and $0.2 million, respectively, and was included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The $0.2 million accrued bonus outstanding as of December 31, 2025 was paid during the six months ended June 30, 2026.

 

Consulting Agreement with Zachary Javitt

 

Zachary Javitt is the son of Dr. Jonathan Javitt. Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s Chief Executive Officer 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 less than $0.1 million and less than $0.1 million during the three months ended June 30, 2026 and 2025, respectively. The Company paid this family member a total of $0.1 million and $0.1 million during the six months ended June 30, 2026 and 2025, respectively. These services are ongoing.

 

Included in accounts payable were less than $0.1 million and $0.3 million due to the above related parties as of June 30, 2026 and December 31, 2025, respectively.

 

Consulting Agreement with Michael Taylor

 

In June 2024, the Company entered into a consulting agreement with Michael Taylor (the “Taylor Consulting Agreement”), who was subsequently appointed to the Company’s Board of Directors in January 2025. Pursuant to the Taylor Consulting Agreement, Mr. Taylor provides capital formation and strategic advisory services in support of the Company’s development of HOPE, including advising on the Company’s initial funding efforts for HOPE, assisting with outreach to family offices and similar investors, and supporting the identification and retention of a brand ambassador. During the three months ended June 30, 2026 and 2025, the Company made cash payments to Mr. Taylor totaling less than $0.1 million and less than $0.1 million, respectively, in connection with the Taylor Consulting Agreement. During the six months ended June 30, 2026 and 2025, the Company made cash payments to Mr. Taylor totaling less than $0.1 million and less than $0.1 million, respectively, in connection with the Taylor Consulting Agreement.

 

Naples Lease Operating Agreement

 

The Company leases its Naples clinic from Dura Properties, LLC, an entity owned and controlled by Dura’s former sole member. Following the acquisition on September 8, 2025, the former sole member became a director and minority shareholder of the Company. As a result, the related-party lease right-of-use (“ROU”) asset and operating lease liability were measured as of the acquisition date in accordance with FASB ASC 805, Business Combinations, as if the lease were a new lease as of that date. Lease payments under the lease agreement were less than $0.1 million for each of the three and six months ended June 30, 2026.