NRX Pharmaceuticals, Inc. 8-K

What Happened
NRX Pharmaceuticals, Inc. (NRXP) filed an 8‑K reporting that on January 12, 2026 it received a letter from the Nasdaq Listing Qualifications Staff notifying the company it is not in compliance with Nasdaq rules requiring an annual shareholders’ meeting within 12 months of its fiscal year end. The company has 45 calendar days to submit a plan to Nasdaq to regain compliance; if accepted, Nasdaq may grant an exception of up to 180 days from the fiscal year end (i.e., until June 29, 2026). Separately, on January 13, 2026 the board set the 2025 Annual Meeting for March 23, 2026 (virtual) with a record date of February 12, 2026; a related press release was issued January 16, 2026.

Key Details

• Nasdaq letter received: January 12, 2026; company has 45 days to file a compliance plan.
• Potential extension: Nasdaq may grant up to 180 days from fiscal year end (through June 29, 2026) if it accepts the plan.
• Annual meeting: Board set 2025 Annual Meeting for March 23, 2026 (virtual); record date February 12, 2026.
• Shareholder proposal deadline (advance-notice under bylaws): written notice must be received by close of business January 26, 2026.
• Trading impact: Nasdaq letter does not immediately affect listing or trading (symbol NRXP); Nasdaq will add NRXP to its non‑compliant list and broadcast a non‑compliance indicator five business days after the letter.

Why It Matters
This is a regulatory compliance matter that could lead to heightened Nasdaq scrutiny or, if unresolved, potential delisting down the line. The company says it will submit a plan to Nasdaq and has scheduled the annual meeting, but Nasdaq’s acceptance of the plan and any extension is not guaranteed. Investors should note the new meeting date, the record date for voting, and the January 26, 2026 deadline for certain shareholder proposals or nominations. Trading continues for now, but the non‑compliance designation may affect market perception until the issue is resolved.