NRX Pharmaceuticals Files Proxy Statement

TL;DR

NRX Pharma dropped its proxy statement, standard shareholder vote stuff.

AI Summary

NRX Pharmaceuticals, Inc. filed a Definitive Proxy Statement (DEFA14A) on March 20, 2024. This filing relates 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. until a name change on October 12, 2017.

Why It Matters

This filing is a standard regulatory requirement for public companies to communicate with shareholders regarding voting matters, ensuring transparency in corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or strategic decisions that would inherently increase risk.

Key Players & Entities

• NRX Pharmaceuticals, Inc. (company) — Registrant
• Big Rock Partners Acquisition Corp. (company) — Former company name
• 0001104659-24-036672 (filing_id) — Accession Number
• 20240320 (date) — Filing Date

FAQ

Key Financial Figures

• $50,000 — n of proxies for a fee of approximately $50,000 plus customary expenses. We will bear a
• $12,000 — expect to pay Continental approximately $12,000 for their services. Who can help answ

Filing Documents

• tm2333863d5_defa14a.htm (DEFA14A) — 19KB
• 0001104659-24-036672.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)​ N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant)​ Payment of Filing Fee (Check all boxes that apply): 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. SUPPLEMENT TO THE PROXY STATEMENT FOR THE Special MEETING OF STOCKHOLDERS TO BE HELD ON March 21, 2024 Unless the context otherwise requires, references in this proxy statement supplement to the “Company,” “we,” “us,” or “our,” refer to NRx Pharmaceuticals, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. The following information supplements and amends the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) that was filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 11, 2024 and furnished to the Company’s stockholders in connection with the solicitation of proxies by the Company’s Board of Directors for the Company’s special meeting of stockholders (the “Special Meeting”) and any postponement(s) or adjournment(s) thereof. This supplement to the Proxy Statement (this “Supplement”) is being filed with the SEC and being made available to stockholders on or about March 20, 2024. All capitalized terms not otherwise defined herein shall have the respective meanings as set forth in the Proxy Statement. The Company is providing this Supplement solely to amend certain disclosures to add information about the Company’s proxy solicitor. The disclosures below, which appear on pages 5–6 of the Proxy Statement, are hereby amended to add the underlined text. Except for the changes herein, this Supplement does not modify any other information set forth in the Proxy Statement. THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION, AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. * * * Questions and Answers About the Special Meeting Who is soliciting proxies, how are they being solicited, and who pays the cost? Our Board is making this solicitation of proxies for the Special Meeting. In addition, we have retained Alliance Advisors LLC (“Alliance”) to assist in the solicitation of proxies for a fee of approximately $50,000 plus customary expenses. We will bear all costs of such solicitation, including the cost of preparing and distributing this Proxy Statement and the enclosed form of proxy, and the cost of hosting the virtual Special Meeting , as well as the fees of Alliance and the reimbursement of Alliance’s expenses . After the initial distribution of this Proxy Statement, proxies may be solicited by mail, telephone, or personally by our directors, officers, employees or agents , as well as Alliance . Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their reasonable out-of-pocket expenses. We have engaged Continental, our transfer agent, to host the virtual Special Meeting and manage the production and distribution of this Proxy Statement. We expect to pay Continental approximately $12,000 for their services. Who can help answer my questions? The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have further questions, or need additional materials, please feel free to contact our Secretary at NRx Pharmaceuticals, Inc., 1201 North Market Street, Suite 111, Wilmington, Delaware 19801 or Alliance at 973-518-3365 . * * * ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Special Meeting, we previously filed our Proxy Statement with the SEC and made available our Proxy Statement, proxy card and documents incorporated by reference to our stockholders on March 11, 2024. Before making any voting decision, you are urged to read the Proxy Statement, including the documents incorporated by reference, and all rel

View Full Filing

View this DEFA14A filing on SEC EDGAR