NRx Pharmaceuticals (Nasdaq:NRXP) Announces 2025 Annual Meeting Date and Record Date

Rhea-AI Summary

NRx Pharmaceuticals (Nasdaq: NRXP) will hold its 2025 annual meeting of stockholders on March 23, 2026 at 10:00 a.m. ET in a virtual-only format at https://www.cstproxy.com/nrxpharma/2026. The Board set a record date of February 12, 2026 for stockholders entitled to notice and to vote. The company said its proxy statement, to be filed with the SEC prior to the meeting, will describe meeting matters and voting procedures.

Because the meeting date is more than 60 days after the prior meeting anniversary, the advance-notice deadline under the bylaws for stockholder proposals and director nominations (other than Rule 14a-8 submissions) is the close of business on January 26, 2026. Submissions must follow the bylaws and be delivered by hand, overnight courier, or certified/registered mail to the company’s principal executive offices.

News Market Reaction

+5.58%

18 alerts

+5.58% News Effect

+5.3% Peak in 4 hr 21 min

+$4M Valuation Impact

$70M Market Cap

0.7x Rel. Volume

On the day this news was published, NRXP gained 5.58%, reflecting a notable positive market reaction. Argus tracked a peak move of +5.3% during that session. Our momentum scanner triggered 18 alerts that day, indicating notable trading interest and price volatility. This price movement added approximately $4M to the company's valuation, bringing the market cap to $70M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Annual meeting date: March 23, 2026 Meeting time: 10:00 a.m. Eastern Time Record date: February 12, 2026 +4 more

7 metrics

Annual meeting date March 23, 2026 Scheduled date for 2025 Annual Meeting of stockholders

Meeting time 10:00 a.m. Eastern Time Start time of 2025 Annual Meeting in virtual-only format

Record date February 12, 2026 Shareholders of record on this date may vote at 2025 Annual Meeting

Proposal deadline January 26, 2026 Cutoff for non-Rule 14a-8 stockholder proposals and nominations

Prior annual meeting October 8, 2024 Date of 2024 Annual Meeting used for calculating new deadlines

Date offset More than 60 days Gap between 2025 and 2024 annual meeting dates affecting notice rules

Advance notice window 90th day / 10th day Deadline based on 90th day before meeting or 10th day after disclosure

Market Reality Check

Price: $1.88 Vol: Volume 1,578,748 is below...

normal vol

$1.88 Last Close

Volume Volume 1,578,748 is below the 20-day average of 1,702,701, indicating muted trading ahead of this governance news. normal

Technical Price at $2.15 is trading below the $2.67 200-day moving average and about 57.09% under the 52-week high, while sitting roughly 36.08% above the 52-week low.

Historical Context

5 past events · Latest: Jan 14 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 14	Regulatory data plan	Positive	+0.9%	Plan to submit >70,000 patient ketamine RWE to FDA for NRX-100 approval.
Jan 05	Strategic partnership	Positive	-8.0%	Partnership to build neuroplastic therapy clinic network targeting depression and PTSD.
Dec 18	Balance sheet update	Positive	-4.4%	Conversion of remaining $5.4M Anson debt to equity, targeting debt-free balance sheet.
Dec 03	Pipeline expansion	Positive	+6.2%	NRX-101 IND amended for use with TMS in depression including suicidal cases.
Dec 02	Regulatory milestone	Positive	-5.0%	FDA receipt of KETAFREE ANDA with GDUFA goal date and large-scale capacity plans.

Pattern Detected

Recent history shows mixed reactions, with several seemingly positive clinical and corporate updates followed by negative price moves, and fewer instances where good news coincided with gains.

Recent Company History

Over the last few months, NRx reported several developments: a real‑world ketamine data submission to the FDA on Jan 14, 2026, a neuroplastic therapy partnership on Jan 5, 2026, and elimination of $5.4 million in debt on Dec 18, 2025. Earlier, it expanded NRX‑101 indications and announced FDA receipt of an ANDA for KETAFREE™ in early Dec 2025. Price reactions were mixed, with three negative moves and two positive, suggesting investors have not consistently rewarded ostensibly favorable news.

Regulatory & Risk Context

Active S-3 Shelf · $150,000,000

Shelf Active

Active S-3 Shelf Registration 2025-12-12

$150,000,000 registered capacity

An effective S-3/A shelf filed on Dec 12, 2025 allows the company to issue up to $150,000,000 in various securities, including $78,644,060 carried over from a prior registration. This provides flexibility to raise capital via future offerings as needed.

Market Pulse Summary

The stock moved +5.6% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +5.6% in the session following this news. A strong positive reaction aligns with the stock’s occasional rallies on corporate updates, such as prior regulatory and pipeline milestones. However, history shows that other favorable announcements have been followed by weakness, suggesting enthusiasm has not always been durable. With an effective shelf to issue up to $150,000,000 in securities, any future capital raises could influence sentiment around sustainability of outsized gains.

Key Terms

record date, proxy statement, exchange act, rule 14a-8, +3 more

7 terms

record date regulatory

"set a record date of February 12, 2026 entitling stockholders of record"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

proxy statement regulatory

"in the Company's proxy statement for the 2025 Annual Meeting to be filed"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

exchange act regulatory

"Rule 14a-8 under the Securities Exchange Act of 1934, as amended"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

rule 14a-8 regulatory

"proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

rule 14a-19 regulatory

"must comply with the notice, information, and timing requirements of Rule 14a-19"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

bylaws regulatory

"Pursuant to the Company’s Second Amended and Restated Bylaws"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

stockholder proposals regulatory

"due date for the submission of any qualified stockholder proposals"

Stockholder proposals are formal suggestions submitted by a company’s shareholders for consideration at the annual meeting, asking the board or management to adopt policies, change practices, or provide specific information. They matter to investors because they offer a way to influence corporate decisions—like a homeowner bringing a rule change to a neighborhood meeting—and can affect governance, risk, reputation and long‑term value.

AI-generated analysis. Not financial advice.

WILMINGTON, Del., Jan. 16, 2026 (GLOBE NEWSWIRE) -- NRx Pharmaceuticals, Inc. (Nasdaq:NRXP) (the “Company”), a clinical-stage biopharmaceutical company, today announced that it will hold its annual meeting of stockholders (the “2025 Annual Meeting”) on March 23, 2026 at 10:00 a.m. Eastern Time, in virtual-only format at https://www.cstproxy.com/nrxpharma/2026, and any adjournments or postponements thereof. The Company's Board of Directors (the “Board”) also set a record date of February 12, 2026 entitling stockholders of record as of such date to notice of and to vote at the 2025 Annual Meeting.

The Company will provide additional details regarding the exact time and matters to be voted on at the 2025 Annual Meeting in the Company's proxy statement for the 2025 Annual Meeting to be filed with the U.S. Securities and Exchange Commission (the “SEC”) prior to the 2025 Annual Meeting.

Because the date of the 2025 Annual Meeting is more than 60 days after the anniversary of the Company’s prior annual meeting held on October 8, 2024 (the “2024 Annual Meeting”), the deadline for stockholder nominations or proposals for consideration at the 2025 Annual Meeting set forth in the Company’s 2024 proxy statement no longer applies. As such, the Company would like to publicly announce the date of the 2025 Annual Meeting and provide the due date for the submission of any qualified stockholder proposals (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or qualified stockholder director nominations.

Pursuant to the Company’s Second Amended and Restated Bylaws (the “Bylaws”), in order for stockholder proposals (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act) or stockholder nominations to be properly brought before the 2025 Annual Meeting, the Company must receive proper written notice, delivered in accordance with the Bylaws, at its principal executive offices no later than the close of business on January 26, 2026. Because the 2025 Annual Meeting will be held more than sixty (60) days after the one-year anniversary of the 2024 Annual Meeting, this deadline reflects the later of (i) the ninetieth (90th) day prior to the 2025 Annual Meeting and (ii) the tenth (10th) day following the date on which the Company first publicly disclosed the date of the 2025 Annual Meeting.

Stockholder proposals submitted for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act must comply with the requirements and deadlines specified in Rule 14a-8 and are not governed by the advance-notice provisions of the Bylaws.

The January 26, 2026 deadline will also apply in determining whether a stockholder proposal or nomination is timely for purposes of exercising discretionary voting authority under Rule 14a-4(c) of the Exchange Act. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the notice, information, and timing requirements of Rule 14a-19 under the Exchange Act and the Bylaws.

Stockholder written proposals and director nominations (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act) should be delivered to NRx Pharmaceuticals, Inc., c/o the Secretary, at the Company’s principal executive offices, in accordance with the Bylaws. Such delivery must be made exclusively by hand (including overnight courier service) or by certified or registered mail, return receipt requested. Any stockholder proposal or director nomination (other than a proposal submitted pursuant to Rule 14a-8) received after the January 26, 2026 deadline will be considered untimely under the Bylaws and will not be considered at the 2025 Annual Meeting. 

About NRx Pharmaceuticals, Inc.

NRx Pharmaceuticals, Inc. (www.nrxpharma.com) is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal depression, chronic pain, and PTSD. The Company is developing NRX-100 (preservative-free intravenous ketamine) and NRX-101 (oral D-cycloserine/lurasidone). NRX-100 has been awarded Fast Track Designation for the treatment of Suicidal ideation in Depression, including Bipolar Depression. NRX-101 has been awarded Breakthrough Therapy Designation for the treatment of suicidal bipolar depression. NRx has filed an Abbreviated New Drug Application (ANDA), and initiated a New Drug Application filing for NRX-100 with an application for the Commissioner’s National Priority Voucher Program for the treatment of suicidal ideation in patients with depression, including bipolar depression.

Notice Regarding Forward-Looking Statements

The information contained herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "plan," "believe," "intend," "look forward," and other similar expressions among others. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company has reported regulatory milestones as they have been achieved but has not predicted the outcome of any future regulatory determination. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, including uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy, and, among other things, liquidity. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise.

For further information:
Brian Korb
Managing Partner, astr partners
(917) 653-5122
brian.korb@astrpartners.com

FAQ

When and where is the NRx Pharmaceuticals (NRXP) 2025 annual meeting?

The meeting is scheduled for March 23, 2026 at 10:00 a.m. ET and will be held in a virtual-only format at https://www.cstproxy.com/nrxpharma/2026.

What is the record date to be eligible to vote at NRXP's March 23, 2026 annual meeting?

The record date is February 12, 2026; shareholders of record on that date are entitled to notice and to vote.

What is the deadline to submit stockholder proposals or director nominations for NRXP's 2025 annual meeting?

For proposals or nominations other than Rule 14a-8 submissions, the company must receive written notice by the close of business on January 26, 2026.

How must stockholder proposals or nominations be delivered for NRXP's 2025 annual meeting?

They must be delivered in accordance with the bylaws exclusively by hand (including overnight courier) or by certified or registered mail, return receipt requested, to the company’s principal executive offices.

Are Rule 14a-8 shareholder proposals governed by the January 26, 2026 deadline for NRXP?

No; proposals submitted for inclusion under Rule 14a-8 must comply with the timing and requirements of Rule 14a-8 and are not subject to the bylaws' advance-notice deadline.

When will NRXP publish details about matters to be voted on and proxy materials?

The company will file and make available a proxy statement with the SEC prior to the annual meeting that will describe the exact meeting matters and voting procedures.