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