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

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
10 Jun 2021, 18:47:12 UTC
Next SEC filing
22 Nov 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Aaron Gorovitz

Key filing fact

Aaron Gorovitz filed Form 4 for NRX Pharmaceuticals, Inc. (NRXP) on 10 Jun 2021.

Key facts

  • This page summarizes Aaron Gorovitz's Form 4 filing for NRX Pharmaceuticals, Inc. (NRXP).
  • 4 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 10 Jun 2021, 18:47.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NRXP transaction

Common Stock

Award

Transaction value
Shares
+8,336
Change %
Price
Shares after
8,336
Date
24 May 2021
Ownership
By Trust
Footnotes
F1, F2, F3
NRXP transaction

Common Stock

Award

Transaction value
Shares
+8,336
Change %
Price
Shares after
8,336
Date
24 May 2021
Ownership
By Trust
Footnotes
F1, F2, F4
NRXP transaction

Common Stock

Award

Transaction value
Shares
+8,336
Change %
Price
Shares after
8,336
Date
24 May 2021
Ownership
By Trust
Footnotes
F1, F2, F5
NRXP transaction

Common Stock

Award

Transaction value
Shares
+16,678
Change %
Price
Shares after
16,678
Date
24 May 2021
Ownership
By spouse
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

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).

Footnote F2

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.

Footnote F3

Held by the Samuel David Gorovitz 2017 Irrevocable Trust of which the Reporting Person is trustee.

Footnote F4

Held by the Jeremy Paul Gorovitz 2017 Irrevocable Trust of which the Reporting Person is trustee.

Footnote F5

Held by the Marisa Shey Gorovitz 2017 Irrevocable Trust of which the Reporting Person is trustee.

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