NRX Pharmaceuticals, Inc.

On January 16, 2026, NRx Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the date of the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), as well as the record date for the 2025 Annual Meeting. The Company will provide additional details regarding the exact time, location, and matters to be voted on at the 2025 Annual Meeting in the Company's proxy statement for the 2025 Annual Meeting to be filed with the U.S. Securities and Exchange Commission (the “SEC”) prior to the 2025 Annual Meeting. Additionally, because the 2025 Annual Meeting was not held within twelve months of the end of the Company’s fiscal year ended December 31, 2024, the Company received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with Nasdaq Listing Rules.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 12, 2026, the Company received a letter from the Listing Qualifications Staff of the Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Listing Rules, which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end (the “Nasdaq Letter”).

The Nasdaq Letter states that the Company has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance. Nasdaq will consider factors such as the likelihood that the annual meeting can be held within the exception period, the Company’s compliance history, the reasons for the delay, corporate events that may occur during the review period, the Company’s overall financial condition, and its public disclosures.

The Company intends to submit a compliance plan to Nasdaq within the required timeframe and is taking steps to regain compliance with Nasdaq Listing Rules as soon as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance within any extension period granted by Nasdaq or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules.

In accordance with Nasdaq Listing Rule 5810(b), the Company is required to disclose the receipt of the Nasdaq Letter. The Nasdaq Letter has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq, which will continue to trade under the symbol “NRXP.” However, beginning five business days from the date of the Nasdaq Letter, Nasdaq will add the Company to its list of non-compliant companies on its website and broadcast an indicator of non-compliance over its market data dissemination network.

Item 7.01 Regulation FD Disclosure.

On January 16, 2026, the Company issued a press release announcing the date of the 2025 Annual Meeting and the record date for the 2025 Annual Meeting. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference hereto.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.