4//SEC Filing
Javitt Jonathan C 4
Accession 0000950142-21-001945
CIK 0001719406other
Filed
Jun 9, 8:00 PM ET
Accepted
Jun 10, 6:48 PM ET
Size
10.0 KB
Accession
0000950142-21-001945
Insider Transaction Report
Form 4
Javitt Jonathan C
DirectorChairman and Chief Scientist10% Owner
Transactions
- Award
Common Stock
2021-05-24+13,348,997→ 13,348,997 total(indirect: By Trust) - Award
Common Stock
2021-05-24+46,332→ 46,332 total - Award
Common Stock
2021-05-24+1,422,000→ 1,422,000 total(indirect: By Trust)
Footnotes (4)
- [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 May 24, 2021, the effective date of the Merger.
- [F3]Held by the Jonathan Javitt Living Trust of which the Reporting Person is trustee.
- [F4]Held by The Javitt 2012 Irrevocable Dynasty Trust of which the Reporting Person is the Grantor.
Documents
Issuer
NRX Pharmaceuticals, Inc.
CIK 0001719406
Entity typeother
Related Parties
1- filerCIK 0001303782
Filing Metadata
- Form type
- 4
- Filed
- Jun 9, 8:00 PM ET
- Accepted
- Jun 10, 6:48 PM ET
- Size
- 10.0 KB