NRx Pharmaceuticals, Inc. (NRXP)
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EGM 2024

Mar 21, 2024

Jonathan Javitt
Founder, Chief Scientist, and Chairman, NRx Pharmaceuticals

Good morning. This is Jonathan Javitt, Founder, Chief Scientist, and Chairman of NRx Pharmaceuticals. Welcome to our special meeting of shareholders. Before I turn this over to Stephen Willard, our CEO, to conduct our business this morning, I just want to offer my personal thanks, truly from the bottom of our heart as a company and my personal heart as a founder, to the dedicated investors in NRx who have seen us through a global pandemic in COVID, seen us reestablish our business in CNS disease, and continued to support us despite massive attacks by the same short sellers that have plagued all, nearly all, early sort of biotechnology companies. Despite those concerted negative attacks, I'm delighted to share with you that 61% of the shares in our company have already been voted in advance of this meeting.

That is 56,781,354 shares as of the close of early voting last night. We're delighted that, investors have been sufficiently interested in what we're doing and committed to what we're doing to attend in person in today's meeting. We look forward to sharing our annual report with you in the form of a 10-K and press release towards the end of this month. The exact timing will be announced. With no further ado, I'm happy to turn the meeting over to Steve Willard, our CEO.

Stephen Willard
CEO, NRx Pharmaceuticals

Thank you, Jonathan, and good morning, ladies and gentlemen. Welcome to the special meeting of stockholders of NRx Pharmaceuticals, Inc. I'm Stephen Willard, Chief Executive Officer of NRx, and I'm very happy to be with you today. Thank you for joining us. I will be assisted in today's meeting by our Chief Financial Officer, Richard Narita. We will begin today with the formal part of our program, during which we will ask the shareholders to approve a proposed reverse stock split, as described in the proxy filing we made on March 11th, 2024 . If you wish to submit any questions for consideration, please do so on the meeting website. The meeting is now called to order. The close of business on March 8th, 2028 , was set as the record date for stockholders entitled to notice of and to vote at this meeting.

A certified list of stockholders entitled to vote at the meeting is available on our meeting website and may be inspected by any stockholder. As of the record date, 92,425,580 shares of common stock were issued and outstanding and entitled to one vote each on all matters properly before the meeting. Also available for inspection by the stockholders is the Affidavit of Mailing, prepared by Continental Stock Transfer & Trust Company, our transfer agent, certifying to the timely mailing on or about March 12, 2024, of the notice of the meeting and proxy statement to all stockholders of record on the record date.

Under the company's bylaws, the presence in person or by proxy of the holders of a majority in voting power of the stock issued and outstanding, entitled to vote, present in person or by remote communication or represented by proxy, constitutes a quorum. The Inspector of Elections indicates that a quorum is present, and the meeting will proceed. A final count of the exact number of shares present and voted will be included in the minutes of this meeting and disclosed in a Form 8-K that we intend to file with the Securities and Exchange Commission after the close of this meeting. I also note that at today's meeting, members of NRx management may make forward-looking statements.

These statements are made as of today's date, and shareholders are advised that future results are not guaranteed. Ms. Stacy Aqui from Continental Stock Transfer & Trust Company has been appointed as Inspector of Elections for this meeting.

She has taken the customary oath of office, which will be filed with the records of this meeting. The inspector's function is to decide upon the validity of proxies and the qualification of voters, to accept the votes, and to tally the ballots as to each matter. The company has already given the Inspector of Elections the proxies previously received from stockholders, so nothing further is required if you have already mailed in your proxy card or voted over the internet or by telephone through your broker and do not wish to change your vote on any matter. If you wish to vote at this meeting, you must have a valid control number and be logged into the meeting website. We now proceed to the formal business.

This meeting has been called to consider and vote upon the following proposal. One, to approve an amendment to our second amended and restated Certificate of Incorporation to effect, at the discretion of the Board of Directors of the company, but prior to the one-year anniversary of the date on which the reverse stock split is approved by the company's stockholders at the special meeting, a reverse stock split of all of the outstanding shares of our common stock, $0.001 par value per share, at a ratio in the range of 1-for-2 to 1-for-15, with such ratio to be determined by the board in its discretion and included in a public announcement. For this proposal to pass, the votes cast for such proposal must exceed the votes cast against such proposal. We will now begin the voting process.

I will now close the polls for proposal number one. The results indicate that the proposal has been overwhelmingly approved. A final count of the exact voting results will be included in the minutes of this meeting and disclosed in a Form 8-K that we intend to file with the Securities and Exchange Commission after the close of this meeting. This concludes the formal part of the meeting, and I would like to thank all of the shareholders who participated in this important process. If you have any additional questions for any member of management, questions may be submitted to the address listed in the proxy statement. We will respond to appropriate questions in due course after the meeting. Thank you very much for your attendance. This concludes the special meeting of shareholders on March twenty-first, two thousand and twenty-four.

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