NRx Pharmaceuticals (NRXP) investors OK incentive plan and board slate

Rhea-AI Filing Summary

NRx Pharmaceuticals, Inc. held its 2025 annual stockholder meeting, where investors approved an amendment to the 2021 Omnibus Incentive Plan. The change increases the annual “evergreen” share reserve to the lesser of 3,187,234 shares, 5% of fully diluted shares, or a lower amount set by the board.

Stockholders also elected Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting, ratified Weinberg & Company, P.A. as auditor for 2025, and supported executive compensation in a non-binding advisory vote.

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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) March 23, 2026

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. ☐

On March 23, 2026, NRx Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2025 Annual Meeting, the Company’s stockholders approved the Amendment No:1 to the Omnibus Incentive Plan (the “Amendment No. 1”) to increase the annual “evergreen” share reserve under the Omnibus Incentive Plan.

Amendment No. 1 increased the annual automatic share increase from 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 Omnibus Incentive Plan are issued and outstanding, or (b) such number of shares as determined by the board of directors, to the lesser of (a) 3,187,234 shares of common stock, (b) 5% 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 Omnibus Incentive Plan are issued and outstanding, or (c) such number of shares as determined by the board of directors.

The Company’s board of directors approved the Amendment No. 1 subject to the approval of the stockholders at the 2025 Annual Meeting. The Amendment No. 1 became effective at the time of stockholder approval. A copy of the Amendment No. 1 is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The matters voted upon at the 2025 Annual Meeting and the results of the voting by the Company’s stockholders are as follows:

Proposal No. 1 - Election of Class I Directors

The Company’s stockholders elected Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting of stockholders and until such director’s successor has been duly elected and qualified. Set forth below are the results of the stockholder vote for each director nominee:

	For		Withheld		Broker Non-Vote
Chaim Hurvitz	9,858,733		841,471		7,157,034
Michael Taylor	9,889,210		810,994		7,157,034

Proposal No. 2 – Approval of an amendment to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”)

The Company’s stockholders approved the amendment to the Omnibus Incentive Plan. Set forth below are the results of the stockholder vote on this proposal:

	For		Against		Abstain		Broker Non-Vote
Votes	5,976,632		4,484,064		239,508		7,157,034

Proposal No. 3 - Ratification of Appointment of Auditors

The Company’s stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Set forth below are the results of the stockholder vote on this proposal:

	For		Against		Abstain
Votes	17,351,069		256,023		250,146

Proposal No. 4 - Approval of the compensation of the Company’s Named Executive Officers via a Non-Binding, Advisory Vote 

The Company’s stockholders approved by non-binding, advisory vote on the compensation of the named executive officers of the Company. Set forth below are the results of the stockholder vote on this proposal:

	For		Against		Abstain		Broker Non-Vote
Votes	9,969,575		415,739		314,890		7,157,034

For more information about each of the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on February 23, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan
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: March 24, 2026	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Title:	Chief Executive Officer

FAQ

What did NRx Pharmaceuticals (NRXP) shareholders approve at the 2025 annual meeting?

Shareholders approved several key items, including an amendment to the 2021 Omnibus Incentive Plan. They also elected two Class I directors, ratified Weinberg & Company, P.A. as auditor for 2025, and gave advisory approval to the compensation of named executive officers.

How did NRx Pharmaceuticals (NRXP) change its Omnibus Incentive Plan?

The amendment increased the annual “evergreen” share reserve. It now allows an automatic yearly increase up to the lesser of 3,187,234 common shares, 5% of fully diluted outstanding shares at the prior fiscal year-end, or a smaller amount determined by the board of directors.

Who was elected to NRx Pharmaceuticals’ (NRXP) board of directors?

Stockholders elected Chaim Hurvitz and Michael Taylor as Class I directors. They will serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, reflecting continued support for the company’s current board composition and leadership structure.

Did NRx Pharmaceuticals (NRXP) shareholders approve executive compensation?

Yes, stockholders approved the compensation of the company’s named executive officers in a non-binding advisory vote. The say-on-pay proposal received more votes in favor than against, indicating general shareholder support for the current executive pay programs and incentive structures.

Which auditing firm will review NRx Pharmaceuticals’ (NRXP) 2025 financials?

Shareholders ratified the appointment of Weinberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification vote showed strong support, with significantly more votes cast in favor than against or abstaining.

When did NRx Pharmaceuticals’ (NRXP) Omnibus Incentive Plan amendment become effective?

The amendment to the 2021 Omnibus Incentive Plan became effective immediately upon stockholder approval at the 2025 annual meeting. The board had previously approved the amendment, contingent on shareholder consent, aligning the plan update with investor authorization on that meeting date.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 5.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.1 KB