NRX Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

 

FORM 8-K

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

 

Date of Report (Date of earliest event reported) March 23, 2026

 

(Exact name of registrant as specified in its charter)

 

 

 

(484) 254-6134 

(Registrant’s telephone number, including area code)

 

(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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

On March 23, 2026, NRx Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

 

 

At the 2025 Annual Meeting, the Company’s stockholders approved the Amendment No:1 to the Omnibus Incentive Plan (the “Amendment No. 1”) to increase the annual “evergreen” share reserve under the Omnibus Incentive Plan.

 

Amendment No. 1 increased the annual automatic share increase from the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year, on a fully diluted basis assuming that all shares available for issuance under the Omnibus Incentive Plan are issued and outstanding, or (b) such number of shares as determined by the board of directors, to the lesser of (a) 3,187,234 shares of common stock, (b) 5% of the total number of shares outstanding on the last day of the immediately preceding fiscal year, on a fully diluted basis assuming that all shares available for issuance under the Omnibus Incentive Plan are issued and outstanding, or (c) such number of shares as determined by the board of directors.

 

The Company’s board of directors approved the Amendment No. 1 subject to the approval of the stockholders at the 2025 Annual Meeting. The Amendment No. 1 became effective at the time of stockholder approval. A copy of the Amendment No. 1 is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

 

The matters voted upon at the 2025 Annual Meeting and the results of the voting by the Company’s stockholders are as follows:

 

Proposal No. 1 - Election of Class I Directors

 

The Company’s stockholders elected Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting of stockholders and until such director’s successor has been duly elected and qualified. Set forth below are the results of the stockholder vote for each director nominee:

 

 

Proposal No. 2 – Approval of an amendment to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”)

 

The Company’s stockholders approved the amendment to the Omnibus Incentive Plan. Set forth below are the results of the stockholder vote on this proposal:

 

 

 

Proposal No. 3 - Ratification of Appointment of Auditors

 

The Company’s stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Set forth below are the results of the stockholder vote on this proposal:

 

 

Proposal No. 4 - Approval of the compensation of the Company’s Named Executive Officers via a Non-Binding, Advisory Vote 

 

The Company’s stockholders approved by non-binding, advisory vote on the compensation of the named executive officers of the Company. Set forth below are the results of the stockholder vote on this proposal:

 

 

For more information about each of the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on February 23, 2026.

 

Item 9.01. Financial Statements and Exhibits.

 

 

 

 

 

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.