NRX Pharma Files Proxy Statement for Share Distribution

TL;DR

NRXP proxy filing out - shareholders might get HO shares soon, details TBD.

AI Summary

NRX Pharmaceuticals, Inc. (NRXP) filed a DEFA14A, indicating it is a definitive proxy statement. The filing relates to the company's plan to distribute shares of HO, though specific details on the distribution, such as the record date or ex-dividend date, are not provided in this excerpt. The company was formerly known as Big Rock Partners Acquisition Corp. and changed its name on October 12, 2017.

Why It Matters

This filing is important for NRX Pharmaceuticals shareholders as it outlines the details and procedures for an upcoming distribution of shares in another entity, which could impact their investment.

Risk Assessment

Risk Level: medium — Proxy statements often precede significant corporate actions like stock distributions, which can introduce volatility and uncertainty for investors.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• NRXP (company) — Ticker Symbol
• HO (company) — Subsidiary/Affiliate for Share Distribution
• Big Rock Partners Acquisition Corp. (company) — Former Company Name
• 20171012 (date) — Date of Name Change

FAQ

Filing Documents

• tm2333863d4_defa14a.htm (DEFA14A) — 20KB
• tm2333863d4_defa14aimg001.jpg (GRAPHIC) — 14KB
• 0001104659-24-035511.txt ( ) — 40KB

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) Announces Plan to Distribute Shares of HOPE Therapeutics and Royalty Rights on Ketamine Sales to Existing NRx Shareholders · NRx Pharmaceuticals Board of Directors has authorized its Chairman, CEO, and management to take all necessary steps to affect the Dividend and Royalty Rights to NRXP Shareholders and applicable warrant holders · Dividend is intended to distribute 49% of HOPE Therapeutics stock and a Royalty Right for 1% of Ketamine sales made by HOPE · Effective date to be declared as soon as all required legal, accounting, and regulatory steps have been completed · Proxy voting instructions included below RADNOR, Pa., March 18, 2024 /PRNewswire/ -- NRx Pharmaceuticals, Inc. (Nasdaq: NRXP) (“NRx Pharmaceuticals”, the “Company”) today Announced that its Board of Directors (Board) has authorized its Chairman and management to take all necessary steps to affect a Dividend of HOPE Therapeutics (“HOPE”) stock along with a royalty right of 1% of Ketamine sales to NRXP Shareholders and applicable warrant holders. The intent of the Board is to distribute 49% of HOPE stock in this dividend. Shares of HOPE are planned to be publicly listed. “This Dividend is another important step to building value for all of the Company’s stakeholders. We are pleased to be taking these concrete steps to unlocking the power and value of our Ketamine franchise for the investors who have supported the company and patients who need this potentially lifesaving product,” said Dr. Jonathan Javitt, Founder, Chairman and Chief Scientist of NRx Pharmaceuticals and co-CEO of Hope Therapeutics. “As we build HOPE into a thriving, publicly-traded Specialty Pharmaceutical company we look forward to continuing to reward our investors.” Instructions and further details will be communicated through the Company’s website and usual channels as they become available. HOPE Therapeutics was recently formed to advance HTX-100 (IV Ketamine) to a New Drug Application filing and subsequent commercialization in the near term, and also facilitate sales of ketamine through high quality 503 a and 503b licensed pharmacies beginning in 2Q24. HOPE will additionally focus on digital therapeutics and other technologies to extend the pharmacologic effect of ketamine. Together, these efforts are intended to create a revenue generating Specialty Pharmaceutical company in 2024. Proxy Voting By now shareholders should have received a proxy statement and voting card for NRx’s special meeting to be held on March 21, 2024. All votes need to be completed by March 20, 2024. If you have a control number, you can vote here: https://www.cstproxyvote.com/ If you have not yet received any voting instructions, the Company can help. If you have any issues with voting, please reach out to Stephen Freyman of Alliance Advisors for immediate assistance. Stephen’s contact info is sfreyman@allianceadvisors.com T: 1 (973) 518 3365. 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 dat

View Full Filing

View this DEFA14A filing on SEC EDGAR