aibioNRX Pharmaceuticals gets Nasdaq notice for missing annual meeting deadline
Tickers NRXP
Nasdaq said NRX Pharmaceuticals is out of compliance because it did not hold an annual meeting within twelve months of fiscal year end. The company set the 2025 Annual Meeting for March 23, 2026.
Key facts
- Company
- NRX Pharmaceuticals, Inc. (NASDAQ: NRXP)
- News type
- Listings
- Primary source
- NRX Pharmaceuticals, Inc. Form 8-K filed January 16, 2026 (SEC EDGAR)
NRX Pharmaceuticals, Inc. (Nasdaq: NRXP) received a Nasdaq deficiency notice on January 12, 2026 because it had not held an annual meeting of shareholders within twelve months of the end of its fiscal year. The company disclosed the notice in a Form 8-K filed January 16, 2026. In the same filing, it set March 23, 2026 as the date of its 2025 Annual Meeting.
What the filing says
The Nasdaq Listing Qualifications Staff told the company in a letter that it is no longer in compliance with the Nasdaq Listing Rules. The rule requires a listed company to hold an annual meeting within twelve months of its fiscal year end. The company's fiscal year ended December 31, 2024, so the meeting was due by December 31, 2025.
The letter gives the company 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the plan, it can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026. Nasdaq will weigh the likelihood that the meeting can be held in that period, the company's compliance history, the reasons for the delay, corporate events during the review, its financial condition and its public disclosures. The company says it intends to submit a plan within the required timeframe, but there can be no assurance that Nasdaq will accept it.
The filing says the letter has no immediate effect on the listing or trading of the common stock, which continues to trade as NRXP. Under Nasdaq Listing Rule 5810(b), the company must disclose the letter, and it did.
The 2025 Annual Meeting
The board set March 23, 2026 as the date of the 2025 Annual Meeting on January 13, 2026, and set February 12, 2026 as the record date for shareholders entitled to notice of and to vote at the meeting. The meeting will be virtual, held by live webcast. The last annual meeting was held on October 8, 2024, so the 2025 meeting falls more than 60 days after that anniversary.
Because of that timing, the deadline in the 2024 proxy statement for shareholder proposals and director nominations no longer applies. The company set a new deadline of close of business on January 26, 2026, at its principal executive offices, delivered by hand, overnight courier, or certified or registered mail. Any proposal or nomination received after that date will be treated as untimely and will not be considered at the meeting. Rule 14a-8 proposals follow that rule's own deadlines.
Financing and the going concern risk
The company's annual report on Form 10-K, filed March 14, 2025, carried a clear warning. It says that if the company fails to obtain the capital it needs to fund operations, it will be unable to continue as a going concern, complete product development or fund its proposed acquisitions. The report also says that NRX-101 is still in Phase 2/3 clinical testing, and that the company has not generated product revenue.
The report describes up to $16.3 million of senior secured convertible notes under an August purchase agreement, bearing interest at 6% per year and maturing 15 months after issue. It also says the company secured $8.5 million in new financing after December 31, 2024. The company's stated plan is to supplement its capital with commercial credit and strategic investment. That 10-K covers the year ended December 31, 2024: it reports a net loss of $25.1 million, down from $30.2 million a year earlier, an accumulated deficit of $278.3 million, a stockholders' deficit of $23.5 million, a working capital deficit of $18.8 million and cash and cash equivalents of approximately $1.4 million at year end.
Who is involved
Jonathan Javitt, Interim Chief Executive Officer, signed the 8-K. The 10-K says a significant part of the growth strategy focuses on its subsidiary, Hope Therapeutics, Inc., and on buying psychiatry clinics. The report also warns that failure to complete such a transaction could affect the business.
What comes next
The company must file its compliance plan with Nasdaq within 45 calendar days of the letter. If Nasdaq accepts it, the meeting must be held by June 29, 2026. The March 23 meeting and the January 26 shareholder deadline are the first dated steps. Until the meeting is held, the company remains in breach of the rule, and the going concern warning in its last annual report still applies.