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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 21, 2024
NRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38302 | 82-2844431 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
1201 Orange Street, Suite 600 Wilmington, Delaware |
19801 | |
| (Address of principal executive offices) | (Zip Code) |
(484) 254-6134
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NRXP | The Nasdaq Stock Market LLC | ||
| Warrants to purchase one share of Common Stock | NRXPW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 21, 2024, NRx Pharmaceuticals, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). During the course of the Special Meeting, the Company’s stockholders considered the proposal below. The final results of the vote regarding such proposal are set forth in the following table.
Proposal 1. The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board of Directors of the Company (the “Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of the Company’s common stock, $0.001 par value per share, at a ratio in the range of 1-for-2 to 1-for-15, with such ratio to be determined by the Board in its discretion and included in a public announcement. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | ||
| 53,597,974 | 2,441,255 | 742,125 |
By approving the foregoing proposal, the stockholders granted the Board discretion to implement a reverse stock split at a ratio within the approved range or to not effect any reverse stock split at all. The proposal is described in detail in the Company’s definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on March 11, 2024, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On March 21, 2024, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and 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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Report.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 21, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NRX PHARMACEUTICALS, INC. | ||
| Date: March 21, 2024 | By: | /s/ Stephen Willard |
| Name: | Stephen Willard | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
NRx Pharmaceuticals Announces Results of the Vote Held During the Special Meeting of Shareholders
| ● | 61.4% (56,781,354) of eligible shares voted |
| ● | 94.4% of votes were cast in favor of the resolution |
RADNOR, Pa., March 21, 2024 /PRNewswire/ -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals”, the “Company”), a clinical-stage biopharmaceutical company, today announced the results of the vote held during today’s Special Meeting of Shareholders.
The meeting was called to vote on a proposal to give the Company’s Board of Directors authority to effect a reverse stock split of all of the outstanding shares of NRx common stock at a ratio in the range of 1-for-2 to 1-for-15, with such ratio to be determined by the Board in its discretion and included in a public announcement, at a later date. Despite an active campaign by internet agents to suppress the vote, 61.4% (56,781,354) of all eligible shares were voted, with 94.4% (53,597,974) of votes cast in favor of the proposal.
“We deeply appreciate and respect the support of our shareholder base and look forward to continuing to bring hope to life,” said Jonathan Javitt, MD, MPH, Founder, Chairman, and Chief Scientist of NRx Pharmaceuticals. “We thank our detractors on the internet and elsewhere who have campaigned tirelessly for our demise and, in the process, enabled our investors to recognize the potential lifesaving value of our technology. We look forward to sharing our annual report with shareholders on March 28 and to updating our investors on our ongoing progress.”
About NRx Pharmaceuticals
NRx Pharmaceuticals is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal bipolar depression, chronic pain and PTSD. The Company is developing NRX-101, an FDA-designated investigational Breakthrough Therapy for suicidal treatment-resistant bipolar depression and chronic pain. NRx has partnered with Alvogen and Lotus around the development and marketing of NRX-101 for the treatment of suicidal bipolar depression. NRX-101 additionally has potential to act as a non-opioid treatment for chronic pain, as well as a treatment for complicated UTI.
NRx has recently announced plans to submit a New Drug Application for HTX-100 (IV ketamine), through Hope Therapeutics, in the treatment of suicidal depression, based on results of well-controlled clinical trials conducted under the auspices of the US National Institutes of Health and newly obtained data from French health authorities, licensed under a data sharing agreement. NRx was awarded Fast Track Designation for development of ketamine (NRX-100) by the US FDA as part of a protocol to treat patients with acute suicidality.
SOURCE NRx Pharmaceuticals, Inc.
For further information: CONTACTS: For further information: CORPORATE CONTACTS: Jeremy Feffer, LifeSci Advisors, Inc., jfeffer@lifesciadvisors.com; Matthew Duffy, Chief Business Officer, mduffy@nrxpharma.com