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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)
December 28, 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 ¨
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On December 28, 2023, NRx Pharmaceuticals, Inc. (the “Company”)
held their annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders
approved an amendment to the Company’s 2021 Omnibus Incentive Plan (the “Omnibus Plan”) to increase the number of shares
of the Company’s common stock, par value $0.001 per share, available for issuance pursuant to awards under the Omnibus Plan from
6,713,608 to 8,713,608 shares, of which the maximum number of shares that may be delivered pursuant to the exercise of incentive stock
options under the Omnibus Plan shall be increased from 2,500,000 shares to 100% of the aggregate maximum amount of shares under the Omnibus
Plan (the “Plan Amendment”).
For more information about the Plan Amendment and the Omnibus Plan,
see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on November
22, 2023 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The description of
the Plan Amendment above and such portions of the Company’s Proxy Statement are qualified in their entirety by reference to the
full text of the Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
During the course of the Annual Meeting, the Company’s stockholders
considered the five proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables.
Each of these proposals is described in detail in the Proxy Statement.
Proposal 1. The Company’s stockholders duly elected Janet Rehnquist
to serve as a Class II member of the Company’s board of directors until the 2026 Annual Meeting or until the appointment, election,
and qualification of her successor. The results of the voting were as follows:
Votes For | |
Votes Withheld | |
Broker Non-Votes |
43,673,609 | |
514,320 | |
0 |
Proposal 2. The Company’s stockholders approved the Plan Amendment.
The results of the voting were as follows:
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
29,733,157 | |
13,530,325 | |
924,447 | |
0 |
Proposal 3. The Company’s stockholders ratified the selection
of Salberg & Company, P.A. as the Company’s independent auditors for the fiscal year ending December 31, 2023. The results of
the voting were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
42,115,523 |
|
1,887,293 |
|
185,113 |
Proposal 4. The Company’s stockholders approved, on an
advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement. The results of the
voting were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
32,047,823 |
|
11,407,587 |
|
732,519 |
|
0 |
Proposal 5. The Company’s stockholders approved, on an advisory
basis, the frequency of holding an advisory vote on executive compensation. The results of the voting were as follows:
Every Three Years | |
Every Two Years | |
Every Year | |
Abstentions | |
Broker Non-Votes |
16,355,345 | |
345,393 | |
27,313,291 | |
173,900 | |
0 |
Based on the results of the stockholder advisory vote with respect
to the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, the Company’s
Board of Directors has determined that the Company will conduct future stockholder advisory votes on the compensation of the Company’s
named executive officers every year. This policy will remain in effect until the next stockholder vote on the frequency of stockholder
advisory votes on executive compensation, which is expected to occur at the Company’s 2029 annual meeting of stockholders. The
results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Report.
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: December 29, 2023 |
By: |
/s/ Stephen Willard |
|
Name: |
Stephen Willard |
|
Title: |
Acting General Counsel |
Exhibit 10.1
FIRST AMENDMENT TO
NRX PHARMACEUTICALS, INC. 2021 OMNIBUS INCENTIVE PLAN
This FIRST AMENDMENT TO NRX PHARMACEUTICALS, INC.
2021 OMNIBUS INCENTIVE PLAN (this “Amendment”), effective as of December 28, 2023, is made and entered into
by NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial
capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the NRx Pharmaceuticals, Inc.
2021 Omnibus Incentive Plan (the “Plan”).
RECITALS
WHEREAS, Section 14 of the Plan provides
that the Board of Directors of the Company (the “Board”) may amend the Plan at any time;
WHEREAS, the Board desires to amend the Plan
to increase the maximum number of Shares (i) available for issuance under the Plan, as set forth in Section 5(b) of the Plan, by an additional
2,000,000 Shares, and (ii) that may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan, as set forth
in Section 5(c) of the Plan, to be equal to 100% of the Share Pool; and
WHEREAS, the Board intends to submit this
Amendment to the Company’s stockholders for their approval.
NOW, THEREFORE, in accordance with Section
14 of the Plan, the Company hereby amends the Plan as follows:
1. Section 5(b) of the Plan is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the following new Section 5(b):
(b) Available Shares. Subject to Section 11 of the
Plan and subsection (e) below, the maximum number of Shares available for issuance under the Plan shall not exceed 8,713,608, plus the
number of Shares set forth in the next sentence (the “Share Pool”) on a fully diluted basis assuming that all
shares available for issuance under the Plan are issued and outstanding. The Share Pool will automatically increase each fiscal year following
the Effective Date beginning with fiscal year 2022 and ending with fiscal year 2031 by 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 Plan are issued and outstanding or (b) such number of Shares determined by the Board. The increase shall occur on the first
day of each such fiscal year or another day selected by the Board during such fiscal year. As of the Plan’s Effective Date, the
Company will cease granting awards under the Prior Plan.
2. Section 5(c) of the Plan is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the following new Section 5(c):
(b) Incentive Stock Options Limit. The maximum number
of Shares that may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan shall not exceed 100% of the
Share Pool.
3. Except as expressly amended by this Amendment,
the Plan shall continue in full force and effect in accordance with the provisions thereof.
IN WITNESS WHEREOF, the Company has caused
this Amendment to be duly executed as of the date first written above.
NRX PHARMACEUTICALS, INC. |
|
|
|
By: |
/s/ Stephen Willard |
|
Name: |
Stephen Willard |
|
Title : |
Acting General Counsel |
|
Signature Page to
First Amendment to
NRx Pharmaceuticals, Inc. Omnibus Incentive Plan
v3.23.4
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