NRx Pharmaceuticals, Inc. ($NRXP)

Hello, everyone, and welcome to NRx Pharmaceuticals, Inc.'s 2025 Annual Meeting of Stockholders. Before we get started, I would like to go over a few logistical items so you know how to participate in today's meeting. [Operator Instructions] The polls are now open, viewers can go to www.cstproxy.com/nrxpharma/2026, as shown in the chat box for all attendees. At this time, I would like to now introduce Jonathan Javitt, Chairman of the Board of Directors of NRx Pharmaceuticals, Inc.

Good morning, and welcome to the NRx Pharmaceuticals 2025 Annual Meeting of Stockholders. I'm calling the meeting to order at 10:00 Eastern Daylight Time. I'm Jonathan Javitt, Chairman of the Board of Directors of the company and one of its founders. On behalf of the Board and the executive management team of the company, we hope that you and your families are doing well. We'd like to thank all of those who have made it possible to conduct this virtual meeting, and we look forward to interacting with you today. We also look forward to holding future meetings in person now that we have clinical facilities open and a place where we can show you what we're doing to save lives on a daily basis. I'm going to act as Chairman of the meeting; and Michael Abrams, our Chief Financial Officer and Corporate Treasurer, will serve as Secretary for the meeting. Now I see that we have 18 people in attendance. If you're a stockholder and you'd like to be able to ask questions, please log back in using your control number. Without that control number, you don't have access to the ability to ask questions as part of the meeting. And on logging into the meeting by your unique join link with your control number, each of you were presented with an order of business for the meeting. Also presented was a list of the rules of conduct for the meeting. To conduct an orderly meeting, we ask that participants abide by these rules. As stated in the rules of conduct, stockholders will be on mute during the duration of the meeting. If you want to ask a question during the meeting, you can submit text questions by typing your questions into the questions chat pane of the control panel. You may submit your questions at any time during the meeting. Questions pertaining to the conduct of the meeting will be addressed during the session, if relevant. All other questions will be collected, considered during the Q&A session, along with other questions submitted in advance of this meeting. At the end of -- and we'll answer those questions at the end of today's meeting, if time permits. So thank you for coming. Thank you for cooperation with those rules. And before I turn it over to Mr. Abrams, today is the day before we plan to announce our annual earnings for 2025. There will be a conference call announced at which we're going to be at, presenting detailed information on our progress and answering questions on our progress as opposed to questions related to the business of today's meeting. But what I would like to say is that this has been an extraordinarily pivotal year for our company. After years of R&D, we're in the FDA with at least one drug that we hope can be approved this year. We have clinics that are treating patients every day, changing people's lives. And we're deeply grateful for your trust in us, your participation with us in this mission and our mutual expectation that not only will we benefit our patients, but our stockholders. So with that said, I ask Mr. Abrams to give the Secretary's report on the qualification of this meeting to proceed.

Thank you, Jonathan. This meeting is held pursuant to a written notice mailed to all stockholders of record as of the close of business on February 12, 2026. A notice mailed to all stockholders was accompanied by the proxy statement, form of proxy and the annual report for fiscal year 2024. These documents will be filed with the records of this meeting. In addition, the proxies and the certified list of stockholders are in the custody of the Inspector of Elections.

This is Jonathan Javitt again. Ms. Aqui has been appointed Inspector of Elections and has taken the oath of office, which has been filed with the company's records. Ms. Aqui, do we have a quorum?

Yes. The Inspector of Elections has reported that at least a majority of the company's issued and outstanding capital stock entitled to vote are represented at this meeting, either attending the meeting or by proxy. This constitutes a quorum of the stockholders and all legal requirements for holding this meeting have been satisfied.

Thank you, Ms. Aqui. The meeting is now lawfully convened and ready to transact business. You've received a copy of the order of business, which includes the matters to be submitted to a vote of stockholders. At this time, the polls are now open. Stockholders who have sent in proxies do not need to take any further action at this time. If you've not sent in a proxy, please visit the following website in order to vote your shares during the meeting while the polls are open, and that's https://www.cstproxy.com/nrxpharma/2026. You'll need your virtual control number in order to vote your shares. That control number was provided in the e-mail you received upon registering for the meeting. And again, I note that we have 19 people in attendance, all of whom are logged in as guests, none as investors. In order to be able to ask a question, you need to re-log in as an investor with your control number. The first item of business is a proposal to elect Chaim Hurvitz and Michael Taylor as Class I members of our Board of Directors, each to serve for a 3-year term. Is there any discussion concerning the election of directors? No discussion has been noted on our portal or online. Therefore, the second item of business is a proposal to approve an amendment to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan. Is there any discussion concerning approval of the amendment to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan? I note that we've received no questions through the portal. And at this moment, nobody has logged in as an investor to be qualified to ask a question. The third item of business is a proposal to ratify the appointment of Weinberg & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2025. And I'd like to note on behalf of management that the reason we changed auditors is when we started HOPE Therapeutics, we needed a larger audit firm than our prior auditor in order to be able to audit the operating businesses of HOPE Therapeutics and to deal with the revenue recognition issues associated with providing medical services. And we found that Weinberg was able to expand its services to us to encompass that suite of services. Is there any discussion concerning the appointment of Weinberg & Company as our independent registered public accounting firm for the fiscal year ended December 31, 2025? We've received no discussion on this matter. The fourth item of business is to approve the compensation of our named executive officers via a nonbinding advisory vote. Is there any discussion concerning the approval of the compensation of our named executive officers via a nonbinding advisory vote? I note that no discussion has been offered via the online portal. And we're now at 22 guests with nobody logged in as an investor. Has everyone who desires to vote on the proposals done so? Having not heard from anyone, I hereby declare the polls closed. The Inspector of Elections will now tabulate the votes and report the preliminary results before the close of the meeting. So while we wait for the votes to be tabulated, given that additional people have joined, again, I'd like to invite all of you to attend our earnings conference call, which has been announced online. 2025 is the first year that we've operated as a revenue-generating clinical entity in addition to operating as a biotechnology R&D company. We're going to be updating investors on our progress towards drug approval this year, and the reasons we're optimistic about having a solid financial operating history by the end of the year. Do we have a tally? Mr. Secretary, do you have a tally from the Inspector of Elections?

Yes.

Would you please read the tally?

I don't actually have the tally. Stacy, are you going to read the tallies?

Do you need me to read the announcement of the voting results? Yes, I can read the results.

Yes, please, Ms. Aqui.

Yes, of course.

Okay. No problem. The proposal to elect Chaim Hurvitz and Michael Taylor as Class I members of our Board of Directors, each to serve for a 3-year term, the Inspector of Elections advises that each of Chaim Hurvitz and Michael Taylor has received a plurality of the votes cast from the holders of shares either attending the meeting or represented by proxy and entitled to vote on the election of directors. On the proposal to approve the amendment to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan, the Inspector of Elections advises that the holders of the majority of the votes as either attending the meeting or by proxy at the annual meeting have voted to approve such a proposal. Under proposal to ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2025, the Inspector of Elections advises that holders of a majority of the votes as either attending the meeting or by proxy at the annual meeting have voted to ratify the appointment. The proposal to approve the compensation of our named executive officers via a nonbinding advisory vote, the Inspector of Elections advises that holders of a majority of the vote as either attending the meeting or by proxy at the annual meeting have voted to approve such proposal. Mr. Chairman, the final results of the stockholder meeting reflecting all proxies received by mail or otherwise through the close of this meeting and any votes cast during this meeting with respect to each of the proposals will be included in the final report of the Inspector of Elections and will be published in the Form 8-K within 4 business days after the final results are known and will be available upon request.

Thank you, Ms. Aqui. We've received no questions from shareholders via the online portal, and therefore, there being no further business, this meeting is now adjourned. I want to thank you for attending today's virtual meeting for the support you've shown NRx Pharmaceuticals, Inc. We'll now have a brief question-and-answer period if there are other questions that are outside the immediate business of the meeting. There are no questions on the online portal. Mr. Abrams, have you received any questions online?

Jonathan, we've not received any additional questions to address during this Q&A session, and this concludes this annual meeting.

So again, we thank you for attending. We hope that we'll see you on our earnings conference call. Have a good day.