WILMINGTON, DE — NRx Pharmaceuticals, Inc. (NASDAQ: NRXP) said it will hold its 2025 annual meeting of stockholders on March 23, 2026, at 10:00 a.m. Eastern Time in a virtual-only format, as the company moves forward with governance planning following a shift in its annual meeting calendar.
The meeting will be conducted online at https://www.cstproxy.com/nrxpharma/2026. The company’s board of directors set a record date of February 12, 2026, with stockholders of record as of that date entitled to receive notice of, and vote at, the meeting.
NRx said additional details regarding matters to be voted on will be disclosed in its proxy statement, which will be filed with the U.S. Securities and Exchange Commission ahead of the meeting.
Because the 2025 annual meeting will be held more than 60 days after the anniversary of the prior annual meeting on October 8, 2024, the advance notice deadlines set forth in the company’s 2024 proxy statement no longer apply. As a result, the company formally announced new deadlines for stockholder proposals and director nominations.
Under NRx’s second amended and restated bylaws, the company must receive written notice of any qualified stockholder proposals or director nominations, other than those submitted under SEC Rule 14a-8, no later than the close of business on January 26, 2026. That deadline reflects the later of 90 days prior to the meeting date or 10 days following the public announcement of the meeting.
Proposals submitted under Rule 14a-8 remain subject to the requirements and timelines established under the Securities Exchange Act of 1934 and are not governed by the company’s advance-notice bylaw provisions.
The January 26 deadline will also apply in determining whether proposals or nominations are timely for purposes of discretionary voting authority under SEC rules. Stockholders seeking to solicit proxies in support of director nominees other than those proposed by the company must also comply with the notice and disclosure requirements of Rule 14a-19.
NRx said stockholder proposals and nominations must be delivered to the company’s principal executive offices in accordance with its bylaws, either by hand delivery, overnight courier, or certified or registered mail. Submissions received after the stated deadline will be considered untimely and will not be brought before the annual meeting.
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