NRX Pharmaceuticals Inc

DEF 14A 1 tm2333863-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

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NRX PHARMACEUTICALS, INC.

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(Name of Registrant as Specified in Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 21, 2024

March 11, 2024

Dear Stockholder,

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company,” “we” or “us”) to be held on March 21, 2024, at 11:00 a.m., Eastern Time, in virtual-only format athttps://www.cstproxy.com/nrxpharma/sm2024.

The attached Notice of Special Meeting of Stockholders and the accompanying proxy statement (the “Proxy Statement”) describe the business we will conduct at the Special Meeting and provide information about us that you should consider when you vote your shares.

At the Special Meeting, we will ask stockholders to approve an amendment to our Second Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board of Directors of the Company (the“Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of our common stock, $0.001 par value per share (the “Common Stock”), at a ratio in the range of 1-for-2 to 1-for-15, with such ratio to be determined by the Board in its discretion and included in a public announcement.

Our Board of Directors unanimously recommends a vote of “FOR” such proposal.

We hope you will be able to attend the Special Meeting. When you have finished reading the Proxy Statement, you are urged to vote in accordance with the instructions set forth in the Proxy Statement. You may change or revoke your proxy at any time before it is voted at the Special Meeting. Whether you plan to attend the Special Meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail to ensure that your shares will be represented and voted at the Special Meeting and the presence of a quorum.

Thank you for your ongoing support. We look forward to seeing you at our Special Meeting.

Sincerely,

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

SPECIAL MEETING DATE: MARCH 21, 2024

To the Stockholders:

A special meeting of stockholders (the “Special Meeting”) of NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company,” “we” or “us”), will be held on March 21, 2024, at 11:00 a.m., Eastern Time, in virtual-only format athttps://www.cstproxy.com/nrxpharma/sm2024 for the purpose of approving an amendment to our Second Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board of Directors of the Company (the “Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of our common stock, $0.001 par value per share (the “Common Stock”), at a ratio in the range of 1-for-2 to 1-for-15, with such ratio to be determined by the Board in its discretion and included in a public announcement. It is the Board’s intention to effect a change in the CUSIP number of our Common Stock and our corporate name simultaneous with any proposed reverse stock split. These changes will be reflected in any certificates representing shares of Common Stock issued in connection with such reverse stock split, and we are not required to seek stockholder approval before effecting such changes.

The foregoing proposal is more fully described in the accompanying Proxy Statement, which forms a part of this Notice of Special Meeting of Stockholders. As of the date of the Proxy Statement, we do not know of any other matters to be raised at the Special Meeting other than those described in the Proxy Statement.

The Special Meeting will be conducted in a virtual-only format. The Board believes that a virtual meeting will enable increased stockholder accessibility while allowing for meeting efficiency and reduced costs. You will be able to attend the Special Meeting virtually, vote your shares, and submit your questions during the meeting by visiting https://www.cstproxy.com/nrxpharma/sm2024. Details regarding how to attend the Special Meeting online are more fully described in the accompanying Proxy Statement.

Stockholders entitled to notice of and to vote at the Special Meeting shall be determined as of the close of business on March 8, 2024, the record date fixed by our Board for such purpose. A list of stockholders of record will be available at the Special Meeting and during the ten days prior to the Special Meeting at the office of the Secretary at the above address.

All stockholders are cordially invited to attend the Special Meeting. You may change or revoke your proxy at any time before it is voted at the Special Meeting. Whether you plan to attend the Special Meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail to ensure that your shares will be represented and voted at the Special Meeting and the presence of a quorum.

Thank you for your continued support of NRx Pharmaceuticals, Inc. We look forward to seeing you at the Special Meeting.

By Order of the Board,