NRX Pharmaceuticals, Inc.

On August 12, 2024, we entered into Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. Pursuant to the Purchase Agreement, if the closing price per share of the Company’s Common Stock on the principal market on the trading day is less than $1.00 for twenty (20) trading days over a consecutive thirty (30) trading days period, the Company shall promptly effect a reverse split of the shares of Common Stock such that the closing price of the Common Stock on the effective date of such reverse split would be at least $2.00, subject to stockholder approval. Accordingly, the Potential Reverse Split is being brought to the stockholders for ratification as a required by this agreement. Our Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals effect a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.