0000950142-21-001946.txt : 20210610 0000950142-21-001946.hdr.sgml : 20210610 20210610184857 ACCESSION NUMBER: 0000950142-21-001946 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210524 FILED AS OF DATE: 20210610 DATE AS OF CHANGE: 20210610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Troy Daniel CENTRAL INDEX KEY: 0001555848 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38302 FILM NUMBER: 211009430 MAIL ADDRESS: STREET 1: ONE FRANKLIN PLAZA STREET 2: 200 NORTH 16TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NRX Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001719406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 822844431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 N. MARKET STREET STREET 2: SUITE 111 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 484-254-6134 MAIL ADDRESS: STREET 1: 1201 N. MARKET STREET STREET 2: SUITE 111 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: Big Rock Partners Acquisition Corp. DATE OF NAME CHANGE: 20171012 4 1 es210157191_4-troy.xml OWNERSHIP DOCUMENT X0306 4 2021-05-24 0 0001719406 NRX Pharmaceuticals, Inc. NRXP 0001555848 Troy Daniel C/O NRX PHARMACEUTICALS, INC. 1201 ORANGE STREET, SUITE 600 WILMINGTON DE 19801 1 0 0 0 Common Stock 2021-05-24 4 A 0 43093 A 43093 D Employee Stock Option (Right to buy) 2.18 2021-05-24 4 A 0 65437 A 2028-04-01 Common Stock 65437 65437 D On May 24, 2021, pursuant to that certain Agreement and Plan of Merger dated December 13, 2020 (the "Merger Agreement") among NRX Pharmaceuticals, Inc. (f/k/a Big Rock Partners Acquisition Corp) (the "Issuer"), Big Rock Merger Corp., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and NeuroRx, Inc. ("NeuroRx"), Merger Sub merged with and into NeuroRx (the "Merger"), with NeuroRx surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of NeuroRx common stock was automatically converted into the right to receive a pro rata portion of 50,000,000 shares of the Issuer's common stock and the contingent right to receive a pro rata portion of 25,000,000 shares of the Issuer's common stock (the "Earnout Shares") and Earnout Cash (as defined in the Merger Agreement). The Merger Agreement provides that the former shareholders of NeuroRx will receive a pro rata portion of the Earnout Shares if, prior to December 31, 2022, the NeuroRx COVID-19 Drug (i.e., ZYESAMI) receives emergency use authorization by the Food and Drug Administration (the ?FDA?) and NeuroRx submits and the FDA files for review a new drug application for the NeuroRx COVID-19 Drug (i.e., ZYESAMI) (the "Earnout Shares Milestone"). The Reporting Person?s right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on May 24, 2021, the effective date of the Merger. Pursuant to the Merger Agreement, each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time was assumed by NRX Pharmaceuticals (each, a "Substitute Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. In the event that any Substitute Security is exercised prior to the earlier of the date on which both the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) have been achieved and December 31, 2022, a number of shares of the Issuer's common stock will be subject to forfeiture pursuant to the Option Post-Earnout Adjustment (as defined in the Merger Agreement). /s/ Daniel Troy 2021-06-10