0000950142-21-001939.txt : 20210610 0000950142-21-001939.hdr.sgml : 20210610 20210610184628 ACCESSION NUMBER: 0000950142-21-001939 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: Fricker William CENTRAL INDEX KEY: 0001752213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38302 FILM NUMBER: 211009418 MAIL ADDRESS: STREET 1: 300 THE AMERICAN ROAD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 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 es210157183_4-fricker.xml OWNERSHIP DOCUMENT X0306 4 2021-05-24 0 0001719406 NRX Pharmaceuticals, Inc. NRXP 0001752213 Fricker William C/O NRX PHARMACEUTICALS, INC. 1201 ORANGE STREET, SUITE 600 WILMINGTON DE 19801 0 1 0 0 CFO & Treasurer Employee Stock Option (Right to buy) 3.08 2021-05-24 4 A 0 99200 A 2030-11-14 Common Stock 99200 99200 D Employee Stock Option (Right to buy) 3.08 2021-05-24 4 A 0 99200 A 2030-11-14 Common Stock 99200 198400 D 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). Subject to certain conditions, the options will generally vest in 36 equal installments every month commencing on 11/30/20 and fully vesting on 11/30/23. /s/ William Fricker 2021-06-10