Herbert Raymond McMaster - May 26, 2021 Form 3 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role: Director
Signature: /s/ Herbert R. McMaster
Stock symbol: NRXP
Transactions as of: May 26, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/2/2021, 04:03 PM
Next filing: Jun 22, 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
holding	NRXP	Employee Stock Option (Right to buy)							May 26, 2021	Common Stock	45.1K	$2.22	Direct	F1, F2
holding	NRXP	Employee Stock Option (Right to buy)							May 26, 2021	Common Stock	3.85K	$23.41	Direct

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated December 13, 2020, by and among NRX Pharmaceuticals, Inc. (the "Issuer"), NeuroRx, Inc. ("NeuroRx") and Big Rock Merger Corp., (the "Merger Agreement"), each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the effective time of the business combination was assumed by the Issuer (each, a "Substitute Security") and represents the right to acquire an adjusted number of shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. (cont'd on FN 2)
F2	(cont'd from FN 1) In the event that any Substitute Security is exercised prior to the earlier of (i) the date on which both the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) have been achieved, and (ii) December 31, 2022, a number of shares of the Common Stock will be subject to forfeiture pursuant to the Option Post-Earnout Adjustment (as defined in the Merger Agreement). The options are fully vested.

Content

Pursuant to the Agreement and Plan of Merger, dated December 13, 2020, by and among NRX Pharmaceuticals, Inc. (the "Issuer"), NeuroRx, Inc. ("NeuroRx") and Big Rock Merger Corp., (the "Merger Agreement"), each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the effective time of the business combination was assumed by the Issuer (each, a "Substitute Security") and represents the right to acquire an adjusted number of shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. (cont'd on FN 2)

(cont'd from FN 1) In the event that any Substitute Security is exercised prior to the earlier of (i) the date on which both the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) have been achieved, and (ii) December 31, 2022, a number of shares of the Common Stock will be subject to forfeiture pursuant to the Option Post-Earnout Adjustment (as defined in the Merger Agreement). The options are fully vested.