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: Flynn Patrick John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-24	Common Stock	A	362332	—	Acquired	362332	Indirect
2021-05-24	Common Stock	A	35209	—	Acquired	35209	Indirect
2021-05-24	Common Stock	A	35209	—	Acquired	35209	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-24	Common Stock Warrant (Right to buy)	$3.08	A	692639	Acquired	2025-10-22	Common Stock (692639)	Indirect
2021-05-24	Common Stock Warrant (Right to buy)	$3.08	A	692639	Acquired	2025-10-22	Common Stock (692639)	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 Nash-Flynn Investments, LLC of which the Reporting Person is the sole member.

F4: Held by the Whitney Pritchard Nash Flynn 2010 Trust of which the Reporting Person is trustee.

F5: Held by the Lindsay Pritchard Nash Flynn 2010 Trust of which the Reporting Person is trustee.

F6: 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).