Current Report Filing (8-k)
February 24 2023 - 4:20PM
Edgar (US Regulatory)
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2023-02-17
2023-02-17
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2023-02-17
2023-02-17
0001719406
NRXP:WarrantsToPurchaseOneShareOfCommonStockMember
2023-02-17
2023-02-17
iso4217:USD
xbrli:shares
iso4217:USD
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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): February 24, 2023 (February 17, 2023)
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 o
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. |
The information disclosed in Item 8.01 below is incorporated
by reference.
On February 2, 2023, NRx Pharmaceuticals, Inc. (the “Company ”)
convened a special meeting of stockholders (the “Special Meeting”). As of the close of business on January 9, 2023, the record
date of the Special Meeting, there were 67,690,914 shares of common stock, par value $0.001 per share of the Company (the “Common
Stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting.
At that time, there were not present or represented by proxy a sufficient
number of shares of Common Stock to constitute a quorum. Accordingly, the Company adjourned the Special Meeting without any business being
conducted, in order to allow time to achieve quorum and to allow the Company’s stockholders additional time to vote on the proposal
set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”)
on January 10, 2023 (the “Proxy Statement”).
On February 17, 2023, the Company re-convened the Special Meeting. Immediately
prior to the start of the re-convened Special Meeting, the Company was informed that stockholders, who appeared to hold a sufficient number
of shares of Common Stock to allow the Special Meeting to achieve a quorum, were attempting to vote electronically. However, electronic
voting had already been closed in accordance with standard practice and they were unable to register their votes. As a result, there were
not present or represented by proxy a sufficient number of shares of Common Stock to constitute a quorum.
Accordingly, the Company again adjourned the Special Meeting without any
business being conducted, in order to allow time to achieve quorum and to allow the Company’s stockholders additional time to vote
on the proposal set forth in the Proxy Statement. Subsequent to the adjournment, the Company has communicated with stockholders holding
sufficient shares to constitute a quorum and believes such stockholders intend to cause their shares to be present or represented by proxy
at the reconvened meeting.
The adjourned Special Meeting will reconvene on March 3, 2023 at 11:00
a.m. local time, to be held in virtual format at in virtual format at: https://www.cstproxy.com/nrxpharma/2023.
The close of business on January 9, 2023 will continue to be the record
date for the determination of stockholders of the Company entitled to vote at the Special Meeting. Stockholders of the Company who have
previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.
No changes have been made to the proposal to be voted on by stockholders
at the Special Meeting. The Company encourages all of its stockholders to read the Proxy Statement, which is available free of charge
on the SEC’s website at www.sec.gov.
During the period of adjournment, the Company will continue to solicit
votes from its stockholders, including the stockholders who attempted to vote today, with respect to the proposal set forth in the Proxy
Statement. The Company encourages all stockholders who have not yet voted to do so promptly.
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: February 24, 2023 |
By: |
/s/ Michael Kunz |
|
|
|
Name: |
Michael Kunz |
|
|
|
Title: |
General Counsel |
|
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