NRX Pharmaceuticals, Inc.

If the Potential Reverse Split is required based on the closing price of our stock as above, the Approved Split Ratio will be selected by the Board of Directors, in its sole discretion. However, the Approved Split Ratio will not be less than a ratio of one-for-two (1:2) to one-for-five (1:5). In determining which Approved Split Ratio to use, the Board of Directors will consider numerous factors, including the historical and projected performance of our Common Stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Common Stock in the period following the effectiveness of the Potential Reverse Split. The Board of Directors will also consider the impact of the Approved Split Ratio on investor interest. Based on the number of shares of Common Stock issued and outstanding as of the Record Date, after completion of the Potential Reverse Split, we will have approximately between 5,374,759 and 2,149,903** **shares of Common Stock issued and outstanding, depending on the Approved Split Ratio selected by the Board of Directors. Should the Board decide to undertake the Potential Reverse Split, it is likely that the reason for such action would be in order to maintain Nasdaq listing compliance requirements. However, this Proposal does give the Board of Directors authorization to effect the Charter amendment without further action or vote by the Company’s stockholders.