NRX Pharmaceuticals, Inc.

General

Pursuant to the requirements set forth in the Purchase Agreement discussed under Proposal 2, we are asking stockholders to authorize our Board of Directors to, in the event that 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, without further action necessary by the Company’s stockholders, approve an amendment to Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to implement a reverse stock split of our issued and outstanding shares of Common Stock at a specific ratio, ranging from one-for-two (1:2) to one-for-five (1:5) (the “Approved Split Ratio”), in the Board of Director’s discretion, within one year from October 8, 2024 (“Potential Reverse Split”). If such Amendment has not been filed with the Delaware Secretary of State on or before the one-year anniversary of the Approval Date, the Board of Directors will abandon the Potential Reverse Split. For more details on the Purchase Agreement, please see the Company’s Current Report on Form 8-K, filed with the SEC on August 14, 2024.

If implemented, the Potential Reverse Split* *will have the effect of decreasing the number of shares of our Common Stock issued and outstanding, and increasing the price of our Common Stock. In the event the Potential Reverse Split is implemented, the number of authorized shares of Common Stock will not be affected.

Accordingly, if approved, our Board of Directors will have the authority, but not the obligation, upon the events set forth above and without further action on the part of the stockholders, to affect the Potential Reverse Split by filing a Certificate of Amendment to our Charter with the Delaware Secretary of State on or before the one-year anniversary of the October 8, 2024. If such Certificate of Amendment has not been filed with the Delaware Secretary of State on or before the one-year anniversary of the Approval Date, the Board of Directors will abandon the Potential Reverse Split.