NRx Pharmaceuticals Wraps Virtual Annual Meeting, Eyes Pivotal 2025 Earnings Call Ahead

Key Points

• 2025 described as "extraordinarily pivotal": NRx said it is "in the FDA" with at least one drug it hopes could be approved this year and is operating revenue-generating clinics treating patients daily.
• Stockholders approved all four proposals, including the election of Chaim Hurvitz and Michael Taylor as Class I directors, an amendment to the 2021 Omnibus Incentive Plan, ratification of Weinberg & Company as auditor, and a non-binding say-on-pay vote.
• Management said the auditor change to Weinberg & Company was driven by HOPE Therapeutics' need for a larger firm to handle medical-services revenue recognition, and the company will file final voting results in a Form 8-K and provide detailed updates on its upcoming earnings conference call.

NRx Pharmaceuticals NASDAQ: NRXP held its 2025 annual meeting of stockholders in a virtual format, with Chairman Jonathan Javitt calling the meeting to order at 10:00 a.m. Eastern. Javitt said the company hopes to hold future meetings in person “now that we have clinical facilities open,” adding that the organization wants a venue to show stakeholders its day-to-day work.

Javitt served as meeting chairman, while Chief Financial Officer and Corporate Treasurer Michael Abrams acted as secretary. Early in the session, management noted that attendees were largely logged in as guests rather than stockholders using control numbers, which limited the ability to submit questions through the meeting portal. Ultimately, the company reported that no stockholder questions were received during the meeting or the brief question-and-answer period that followed.

Leadership comments ahead of earnings release

In prepared remarks, Javitt said the meeting occurred one day before the company planned to announce its annual earnings for 2025, and he encouraged participants to attend the forthcoming earnings conference call for detailed updates and progress-related questions.

Javitt characterized 2025 as “an extraordinarily pivotal year” for the company. He said that after years of research and development, NRx Pharmaceuticals is “in the FDA with at least one drug that we hope can be approved this year.” He also said the company has clinics “treating patients every day,” and described 2025 as the first year NRx has operated as a “revenue-generating clinical entity” alongside its biotechnology R&D efforts. On the upcoming earnings call, the company expects to discuss its progress toward drug approval and why it is optimistic about establishing “a solid financial operating history by the end of the year,” according to Javitt.

Quorum confirmed and voting process outlined

Abrams reported that the meeting was held pursuant to notice mailed to stockholders of record as of Feb. 12, 2026, accompanied by a proxy statement, proxy form, and the company’s annual report for fiscal year 2024. Inspector of Elections Stacy Acqui confirmed that a majority of the company’s issued and outstanding shares entitled to vote were represented in person or by proxy, constituting a quorum and satisfying legal requirements to conduct the meeting.

The company opened polls for voting through its online proxy platform and later closed the polls after confirming no additional discussion or questions had been submitted through the portal during the voting period.

Stockholders approve four proposals

Acqui delivered preliminary voting results on each proposal presented at the meeting. According to the Inspector of Elections, stockholders approved all items on the ballot:

• Director elections: Stockholders elected Chaim Hurvitz and Michael Taylor as Class I members of the board, each to serve a three-year term. Each nominee received a plurality of votes cast by shares attending the meeting or represented by proxy and entitled to vote.
• Omnibus incentive plan: Stockholders approved an amendment to the company’s 2021 Omnibus Incentive Plan by a majority of votes cast.
• Auditor ratification: Stockholders ratified the appointment of Weinberg & Company, P.A. as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2025, by a majority of votes cast.
• Say-on-pay: Stockholders approved, via a non-binding advisory vote, the compensation of the company’s named executive officers by a majority of votes cast.

Auditor change tied to HOPE Therapeutics operations

During discussion of the auditor ratification proposal, management provided context for its change in audit firms. Javitt said the company changed auditors because, after starting HOPE Therapeutics, it needed “a larger audit firm” than its prior auditor to audit HOPE’s operating businesses and to address revenue recognition issues associated with providing medical services. He said Weinberg & Company was able to expand its services to cover those needs.

Next steps: final vote report and Form 8-K filing

Acqui said final voting results—reflecting all proxies received through the close of the meeting and any votes cast during the session—will be included in the final report of the Inspector of Elections. The company expects to publish the results in a Form 8-K within four business days after final results are known, and noted the report will be available upon request.

With no stockholder questions submitted, the meeting was adjourned. Management again directed participants to the company’s upcoming earnings conference call for further updates.

About NRx Pharmaceuticals NASDAQ: NRXP

NRx Pharmaceuticals, Inc is a clinical-stage specialty biopharmaceutical company focused on the development and repurposing of small-molecule therapeutics for central nervous system and rare disease indications. The company's research strategy centers on advancing compounds with established safety profiles into new neurological and inflammatory conditions, leveraging translational science and biomarker-driven trial design to accelerate clinical development. NRx's pipeline includes Ifenprodil, an NMDA receptor antagonist in investigation for acute respiratory distress syndrome and inflammatory muscle disorders, as well as investigational formulations targeting depressive and cognitive disorders.

Since securing global rights to its lead assets, NRx has initiated multiple proof-of-concept studies in the United States and Europe, collaborating with academic institutions and clinical research organizations to evaluate safety and efficacy across a range of indications.

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