Robert Besthof - May 24, 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role: Chief Comm. & Patient Officer
Signature: /s/ Robert Besthof
Stock symbol: NRXP
Transactions as of: May 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/10/2021, 06:44 PM
Next filing: Nov 2, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NRXP	Employee Stock Option (Right to buy)	Award		+347K			347K	May 24, 2021	Common Stock	347K	$0.21	Direct	F1, F2
transaction	NRXP	Employee Stock Option (Right to buy)	Award		+347K			347K	May 24, 2021	Common Stock	347K	$3.08	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	Subject to certain conditions, the options will generally vest in five equal installments of 20% on each of 10/23/21, 10/23/22, 10/23/23, 10/23/24 and 10/23/25.

Content

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 five equal installments of 20% on each of 10/23/21, 10/23/22, 10/23/23, 10/23/24 and 10/23/25.