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NRX Pharmaceuticals, Inc.

For the period ended Oct 8, 2024. Filed Sep 5, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 8, 2024 · Filed Sep 5, 2024

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NRXP$2.38+4.8%Stored close · as of Nov 6, 2026
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Contents

Principal Effects of the Potential Reverse Split

After the effective date of the Potential Reverse Split, each stockholder will own a reduced number of shares of Common Stock. Except for adjustments that may result from the treatment of fractional shares as described below, the proposed Potential Reverse Split will affect all stockholders uniformly. The proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the Potential Reverse Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Common Stock immediately prior to the Potential Reverse Split would continue to hold 2% (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares, and there are no other shares of Common Stock issuable upon exercise or conversion of any other derivative securities that are issued) of the voting power of the outstanding shares of our Common Stock immediately after such Reverse Stock Split. The number of stockholders of record also will not be affected by the Potential Reverse Split, except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after the Potential Reverse Split.

The following table contains approximate number of issued and outstanding shares of Common Stock, and the estimated per share trading price following the Potential Reverse Split with a ratio ranging from 1:2 to 1:5, without giving effect to any adjustments for fractional shares of Common Stock or the issuance of any derivative securities, as of the Record Date. The number of shares of Common Stock authorized, as well as the number of shares of Common Stock authorized but unissued and unreserved will decrease by the same ratio as the Approved Split Ratio.

CurrentAfter a 1:2 Reverse SplitAfter a 1:5 Reverse Split
Common Stock Authorized500,000,000500,000,000500,000,000
Common Stock Issued and Outstanding10,749,5185,374,7582,2,149,903
Number of Shares of Common Stock Reserved for Issuance11,363,7944,681,8972,272,759
Number of Shares of Common Stock Authorized but Unissued and Unreserved477,886,688488,943,344495,577,338
Price per share, based on the closing price of our Common Stock on August 21, 2024$1.90$3.80$9.50

After the effective date of the Potential Reverse Split, our Common Stock would have a new committee on uniform securities identification procedures (CUSIP) number, a number used to identify our Common Stock.

Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Potential Reverse Split will not affect the registration of our Common Stock under the Exchange Act. Our Common Stock would continue to be reported on Nasdaq under the symbol “NRXP,” although it is likely that Nasdaq would add the letter “D” to the end of the trading symbol for a period of twenty trading days after the effective date of the Potential Reverse Split to indicate that the Potential Reverse Split had occurred.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.