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