NRX Pharmaceuticals, Inc. — Director's Dealing 2021

Nov 2, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NRX Pharmaceuticals, Inc. (NRXP)
CIK: 0001719406
Period of Report: 2021-05-26

Reporting Person: McMaster Herbert Raymond (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to buy)	$2.22	2028-01-04	Common Stock (45086)		Direct
Employee Stock Option (Right to buy)	$23.41	2032-05-25	Common Stock (3845)		Direct

Footnotes

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.