NRX Pharmaceuticals, Inc. — Director's Dealing 2021

Jun 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRX Pharmaceuticals, Inc. (NRXP)
CIK: 0001719406
Period of Report: 2021-05-24

Reporting Person: Javitt Daniel C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-24	Common Stock	A	13971864	—	Acquired	13971864	Indirect

Footnotes

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 and irrevocable on May 24, 2021, the effective date of the Merger.

F3: Held by Glytech, LLC of which the Reporting Person is the sole owner.