Key facts
- This page summarizes Daniel Troy's Form 4 filing for NRX Pharmaceuticals, Inc. (NRXP).
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 10 Jun 2021, 18:48.
Daniel Troy - 24 May 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)
- Reporting relationship
- Director
- Issuer ticker
- NRXP
- Reported as of
- 24 May 2021
- Net transaction value
- $0
- Reporting owner signature
- /s/ Daniel Troy
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
Daniel Troy filed Form 4 for NRX Pharmaceuticals, Inc. (NRXP) on 10 Jun 2021.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
NRXP
transaction
Common Stock
Award
- Transaction value
- Shares
- +43,093
- Change %
- Price
- Shares after
- 43,093
- Date
- 24 May 2021
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
NRXP
transaction
Derivative
Employee Stock Option (Right to buy)
Award
- Transaction value
- Shares
- +65,437
- Change %
- Price
- Shares after
- 65,437
- Date
- 24 May 2021
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 65,437
- Exercise price
- $2.18
- Footnotes
- F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 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
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).