NRX Pharmaceuticals Files Proxy Statement

TL;DR

NRXP filed its proxy statement, get ready for shareholder votes.

AI Summary

NRX Pharmaceuticals, Inc. filed a Definitive Proxy Statement (DEFA14A) on March 13, 2024. This filing is related to the company's proxy materials, which are typically used for shareholder meetings to vote on corporate matters. The company was formerly known as Big Rock Partners Acquisition Corp. before changing its name on October 12, 2017.

Why It Matters

This filing is a standard regulatory requirement for public companies, indicating that NRX Pharmaceuticals is preparing for or holding a shareholder meeting where important corporate decisions will be made.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not inherently present new financial risks.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former company name
• March 13, 2024 (date) — Filing date
• October 12, 2017 (date) — Date of name change

FAQ

Filing Documents

• tm2333863d3_defa14a.htm (DEFA14A) — 19KB
• 0001104659-24-034005.txt ( ) — 20KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to § 240.14a-12 NRX PHARMACEUTICALS, INC. (Name of Registrant as Specified in Its Charter)​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant)​ Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. NRx Pharmaceuticals (NASDAQ:NRXP) Initiates Strategy to Combat Short Sales • Initiative is intended to protect shareholder value through continued compliance with Nasdaq listing rules and elimination of naked short sales positions in the Company’s securities • The Company is contemplating a reverse split, if needed to maintain NASDAQ listing compliance, to be accompanied by change in corporate name and CUSIP number • Company has retained former SEC enforcement leadership to notify leading brokerages of the need to close all naked short positions in the Company’s securities and to prevent future accumulation of naked short positions in the Company’s new security RADNOR, Pa., March 12, 2024 /PRNewswire/ -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals”, the “Company”) today initiated actions to combat short sellers in the Company’s stock. The Company announced a proposal to simultaneously change the CUSIP under which the Company’s shares are traded, together with changing the name of the Company to NRx Therapeutics, Inc. The Company plans to accompany these actions with a required exchange of the underlying stock certificates. This certificate change is expected to be seamless for those investors holding NRXP shares in electronic form and similarly for investors who may have established short positions in NRXP by borrowing the underlying shares from a registered shareholder. Any party holding a short position in the Company’s shares who has not complied with the legal requirement to borrow the underlying shares of stock (i.e. “a naked short”) may be unable to exchange that position for a position in the new security. The Company is working with attorneys who formerly served in leadership positions at the SEC Division of Enforcement to correspond with corporate counsel and compliance heads at leading brokerages to emphasize the current legal prohibitions against naked short sales. As identified in previous announcements, the Company was advised by ShareIntel in September 2023 that substantial naked short positions in the Company’s securities had been identified at major brokerage firms. “We believe it is in the best interests of our shareholders to have fully-compliant trading in the markets,” said Janet Rehnquist, Esq., who chairs the Company’s Compliance Committee. “As we focus on the development of potentially life-saving drugs to combat suicidal depression, PTSD, and Chronic Pain, it is critical that we take all steps possible to maximize the value of those who have invested in our Company and provided the resources to address these critical unmet medical needs.” About NRx Pharmaceuticals NRx Pharmaceuticals is a clinical-stage biopharmaceutical company developing therapeutics based on its NMDA platform for the treatment of central nervous system disorders, specifically suicidal bipolar depression, chronic pain and PTSD. The Company is developing NRX-101, an FDA-designated investigational Breakthrough Therapy for suicidal treatment-resistant bipolar depression and chronic pain. NRx has partnered with Alvogen and Lotus around the development and marketing of NRX-101 for the treatment of suicidal bipolar depression. NRX-101 additionally has potential to act as a non-opioid treatment for chronic pain, as well as a treatment for complicated UTI. NRx has recently announced plans to submit a New Drug Application for HTX-100 (IV ketamine), through Hope Therapeutics, in the treatment of suicidal depression, based on results of well-controlled clinical trials conducted under the auspices of the US National Institutes of Health and newly obtained data from French health authorities, licensed under a data sharing agreement. NRx was awarded Fast Track Designation for development of ketamine (NRX-100) by the US FDA as part of a protocol to treat patients with acute suicidality. Notice Regarding Forward-Looking Statements The information contained herein includes fo

View Full Filing

View this DEFA14A filing on SEC EDGAR