Jonathan C. Javitt - May 24, 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Jonathan C. Javitt
Stock symbol
NRXP
Transactions as of
May 24, 2021
Transactions value $
$0
Form type
4
Date filed
6/10/2021, 06:48 PM
Next filing
Jun 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRXP Common Stock Award +46.3K 46.3K May 24, 2021 Direct F1, F2
transaction NRXP Common Stock Award +13.3M 13.3M May 24, 2021 By Trust F1, F2, F3
transaction NRXP Common Stock Award +1.42M 1.42M May 24, 2021 By Trust F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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).
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 May 24, 2021, the effective date of the Merger.
F3 Held by the Jonathan Javitt Living Trust of which the Reporting Person is trustee.
F4 Held by The Javitt 2012 Irrevocable Dynasty Trust of which the Reporting Person is the Grantor.