Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NRX Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
629444 100
(CUSIP Number)
Big Rock Partners Sponsor, LLC
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33431
(310) 734-2300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 24, 2021
(Date of Event which Requires Filing of This
Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. ☐
Note. Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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1.
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NAMES OF REPORTING PERSONS
Big Rock Partners Sponsor, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
655,565 (1)
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
655,565 (1)
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
655,565 (1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.22% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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(1)
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Represents shares held by Big Rock Partners Sponsor, LLC, of which
Mr. Ackerman is the managing member and has sole voting and
dispositive power with respect to such shares. Ms. Lori Wittman and
Messrs. Michael Fong, Stuart Koenig, Albert Rex and Troy Taylor,
each a former director of the Issuer, hold economic interests in
Big Rock Partners Sponsor, LLC and pecuniary interests in the
securities held by Big Rock Partners Sponsor, LLC. Each of Ms.
Wittman and Messrs. Fong, Koenig, Rex and Taylor disclaims
beneficial ownership of such securities, except to the extent of
his or her pecuniary interests.
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(2)
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Based on 53,730,162 shares
of the Company’s Common Stock outstanding as of May 24,
2021.
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1.
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NAMES OF REPORTING PERSONS
Richard Ackerman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
815,565 (1)
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
815,565 (1)(2)
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
815,565 (1)(2)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.51% (3)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1)
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Includes 655,565 shares held by Big Rock Partners Sponsor, LLC, of
which Mr. Ackerman is the managing member and has sole voting and
dispositive power with respect to such shares. Ms. Lori Wittman and
Messrs. Michael Fong, Stuart Koenig, Albert Rex and Troy Taylor,
each a former director of the Issuer, hold economic interests in
Big Rock Partners Sponsor, LLC and pecuniary interests in the
securities held by Big Rock Partners Sponsor, LLC. Each of Ms.
Wittman and Messrs. Fong, Koenig, Rex and Taylor disclaims
beneficial ownership of such securities, except to the extent of
his or her pecuniary interests.
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(2)
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Includes 160,000 shares
underlying unit purchase options held by A/Z Property Partners,
LLC, an entity majority owned by Mr. Ackerman.
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(3)
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Based on 53,730,162
shares of the Company’s Common Stock outstanding as of May
24, 2021.
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This
Amendment No. 2 (the “Amendment”) amends and
supplements the statement on Schedule 13D filed on November 21,
2018 (the “Original Schedule 13D”) on behalf of
Big Rock Partners Sponsor, LLC, a Delaware limited liability
company (the “Sponsor”), and the managing member of the
Sponsor, Richard Ackerman. Mr. Ackerman and the Sponsor are
referred to collectively herein as the “Reporting
Persons”. Other than as set forth herein, there has been no
material change in the information set forth in the Original
Schedule 13D. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Original Schedule
13D.
Item 1(a) is deleted in its entirety and replaced with the
following text:
NRX Pharmaceuticals, Inc. (formerly Big Rock Partners Acquisition
Corp.) (the “Issuer”)
Item 1 (b). Address of Issuer’s Principal Executive
Offices
Item 1(b) is deleted in its entirety and replaced with the
following text:
1201 N. Market Street, Suite 111, Wilmington, Delaware
19801
Item 3. Source of Funds or other Consideration.
Item 3 is deleted in its entirety and replaced with the following
text:
On December 13, 2020, the Issuer entered into an
Agreement and Plan of Merger (as amended, the
“Merger
Agreement”) with Big Rock
Merger Corp., a Delaware corporation (“Merger
Sub”) and NeuroRx, Inc.,
a Delaware corporation (“NeuroRx”),
pursuant to which Merger Sub would merge with and into NeuroRx
(“Merger”),
with NeuroRx being the surviving entity of the Merger and becoming
a wholly-owned subsidiary of the Issuer. On May 24, 2021, the
parties to the Merger Agreement completed the
Merger.
Immediately prior to the Merger, the Reporting
Persons beneficially held an aggregate of 497,500 shares of the
Issuer’s common stock, par value $0.001 per share
(“Common Stock”), 136,250 warrants to purchase shares
of Common Stock at an initial exercise price of $11.50 per share
(“Warrants”), 272,500 rights, with each right
exchangeable for 1/10 of one share of Common Stock upon the
consummation of an initial business combination
(“Rights”),
and an aggregate of $918,577.58 of promissory notes. In connection
with the Merger, the Reporting Persons agreed to forfeit an
aggregate of 5,435 shares of Common Stock, to change the escrow
period with respect to the shares of Common Stock being held in
escrow, and to certain repayment terms in connection with the
promissory notes. Additionally, the Rights held by the Reporting
Persons were exchanged for an aggregate of 27,250 shares of Common
Stock in accordance with their terms and the Warrants became
exercisable.
Additionally, A/Z Property Partners, LLC (“A/Z”) holds
100,000 unit purchase options of the Issuer
(“Purchase
Options”). Each Purchase Option is exercisable for one unit
of the Issuer, with each unit consisting of one share of Common
Stock, Right, and one-half of one Warrant.
Item 4. Purpose of the
Transaction
Item 4 is deleted in its entirety and replaced with the following
text:
Mr.
Ackerman is a former executive officer and director of the Issuer.
The Reporting Persons may acquire additional securities of the
Issuer, and, subject to the escrow described below in Item 6, to or
retain or sell all or a portion of the securities then held, in the
open market or in privately negotiated transactions.
The
Reporting Persons intend to review their investment in the Issuer
on a continuing basis. Any actions the Reporting Persons might
undertake may be made at any time and from time to time without
prior notice and will be dependent upon the Reporting
Persons’ review of numerous factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business,
financial condition, operations and prospects; price levels of the
Issuer’s securities; general market, industry and economic
conditions; the relative attractiveness of alternative business and
investment opportunities; and other future
developments.
Other
than as described above, the Reporting Persons do not currently
have any plans or proposals that relate to, or would result in, any
of the matters listed in Items 4(a)–(j) of Schedule 13D,
although, depending on the factors discussed herein, the Reporting
Persons may change their purpose or formulate different plans or
proposals with respect thereto at any time.
Item
5. Interest
in Securities of the Issuer
Item 5 is deleted in its entirety and replaced with the following
text:
Sponsor
(a) The Sponsor beneficially owns 655,565 shares
of Common Stock, which includes 136,250 shares of Common
Stock issuable
upon the exercise of Warrants and 219,565 shares of Common Stock
which are subject to escrow, as described more fully in Item
6 below. Such number of shares of Common Stock
represents 1.22% of the class of securities, based on
53,730,162 shares of Common Stock,
outstanding as of May 24, 2021.
(b)
The number of shares as to which the Sponsor has:
(i)
Sole power to vote or direct the vote: 655,565
(ii)
Shared power to vote or direct the vote: 0
(iii)
Sole power to dispose or direct the disposition:
655,565
(iv)
Shared power to dispose or direct the disposition: 0
(c)
Except as described in Item 4, during the past 60 days the Sponsor
has not effected any transactions in the Common Stock.
(d)
None.
(e)
Not applicable.
Richard Ackerman
(a) Mr. Ackerman beneficially owns 815,565 shares
of Common Stock, which includes (i) 136,250 shares of Common Stock
issuable upon the exercise of Warrants, (ii) 219,565 shares of
Common Stock which are subject to escrow, as described more fully
in Item 6 below, and (iii) 160,000 shares of Common Stock issuable
upon the exercise of Purchase Options held by A/Z.
Such number of shares of Common Stock
represents 1.51% of the class of securities, based on
53,730,162 shares of Common Stock,
outstanding as of May 24, 2021.
(b)
The number of shares as to which Mr. Ackerman has:
(i)
Sole power to vote or direct the vote: 815,565
(ii)
Shared power to vote or direct the vote: 0
(iii)
Sole power to dispose or direct the disposition:
815,565
(iv)
Shared power to dispose or direct the disposition: 0
(c)
Except as described in Item 4, during the past 60 days Mr. Ackerman
has not effected any transactions in the Common Stock.
(d)
None.
(e)
Not applicable.
Richard
Ackerman is the managing member of the Sponsor and has sole voting
and dispositive power of the securities held by the Sponsor. Ms.
Lori Wittman and Messrs. Michael Fong, Stuart Koenig, Albert Rex
and Troy Taylor, each a former director of the Issuer, hold
economic interests in the Sponsor and pecuniary interests in the
securities held by the Sponsor. Ea
ch of Ms. Wittman and Messrs.
Fong, Koenig, Rex and Taylor disclaims beneficial ownership of such
securities, except to the extent of his or her pecuniary
interests.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 is amended by adding the following text:
Repayment of Loans
Pursuant
to the Merger Agreement and a letter agreement entered by and
between the Issuer and the Reporting Persons, an aggregate of
$343,858.30 of outstanding loans due to A/Z was repaid upon the
completion of the Merger and the repayment of an additional
$502,608.02 was deferred (“Deferred Repayment”) to June
8, 2021, provided that there are sufficient funds remaining in the
Issuer’s trust fund following payments to any of the
Issuer’s public stockholders who demand to convert their
public shares into a pro rata portion of the trust fund. In the
event that there are not sufficient funds remaining to satisfy the
Deferred Repayment in full, A/Z will enter into a loan amendment
with the Issuer providing that the unpaid portion of the Deferred
Repayment will be converted into convertible notes of the Issuer
which bear interest at three percent (3%) per annum, and may be
converted from time to time, at the holder’s option, into
shares of Common Stock at a price of $10.00 per share, and which
mature on May 24, 2023.
The
foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the full text of such agreement, which is
filed as Exhibit 10.7 hereto and is incorporated by reference
herein.
Sponsor Agreement
Pursuant
to the Merger Agreement, on May 24, 2021, the Issuer entered into
an agreement with the Sponsor and BRAC Lending Group, LLC, a lender
and stockholder of the Issuer (the “Sponsor
Agreement”), providing for, among other things, the
forfeiture by the Sponsor of 5,435 shares of Common Stock upon the
consummation of the Merger. The Sponsor Agreement provides that the
Sponsor would be required to forfeit additional shares for each
share of Common Stock validly redeemed by public stockholders of
the Issuer in connection with the Merger, up to a maximum of
300,000 shares of Common Stock (allocated among the Sponsor and
BRAC Lending Group, LLC). At the time of this Schedule 13D/A, it is
not known whether additional shares will be forfeited.
Further,
the Sponsor Agreement provided that, of the 219,565 shares of
Common Stock owned by the Sponsor which are subject to escrow
following closing of the Merger, the escrow period with espect to
an aggregate of 125,000 of such shares (“Sponsor Earnout
Shares”), will be tied to FDA approval of the Issuer's
COVID-19 drug or its antidepressant drug regimen. In the event the
earnout milestone is not achieved by the Issuer by December 31,
2022, the Sponsor Earnout Shares will be terminated and canceled by
the Issuer on December 31, 2022.
The
foregoing summary of the Sponsor Agreement is qualified in its
entirety by reference to the full text of such agreement, which is
filed as Exhibit 10.8 hereto and is incorporated by reference
herein.
Stock Escrow Amendment
Pursuant
to the Merger Agreement, on May 24, 2021, the Issuer, Sponsor, and
other parties to an existing stock escrow agreement entered into an
amendment (“Stock Escrow Amendment”), providing, among
other things, for the forfeiture and cancellation of the shares
required to be forfeited pursuant to the Sponsor Agreement and the
amendment to the escrow period with respect to the Sponsor Earnout
Shares. The Stock Escrow Amendment also amends the escrow period
with respect to the remaining 94,565 shares of Common Stock held in
escrow, as follows: all such shares of Common Stock held in escrow
(other than the Sponsor Earnout Shares) will be released from
escrow on the earlier of (i)
the six-month anniversary of the completion of the
Merger, (ii) with respect to 50% of the shares of Common Stock
issued to such persons, the date on which the closing price of the
Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within
any 30-trading day period commencing after the
completion of the Merger, and (iii) the date after the
completion of the Merger on which the Issuer consummates a
liquidation, merger, stock exchange or other similar transaction
which results in all of the Issuer’s stockholders having the
right to exchange their Common Stock for cash, securities or other
property.
The
foregoing summary of the Stock Escrow Amendment is qualified in its
entirety by reference to the full text of such agreement, which is
filed as Exhibit 10.9 hereto and is incorporated by reference
herein.
Registration Rights Agreement
On
November 20, 2017, in connection with the Issuer’s initial
public offering, the Issuer and the Sponsor entered into a
registration rights agreement, pursuant to which the Sponsor was
granted certain demand and “piggyback” registration
rights, which will be subject to customary conditions and
limitations, including the right of the underwriters of an offering
to limit the number of shares offered. The summary of such
registration rights agreement contained herein is qualified in its
entirety by reference to the full text of such agreement, a copy of
which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed
by the Issuer with the SEC on November 22, 2017 and is incorporated
by reference herein from Exhibit 10.4, which was filed with the
Original Schedule 13D.
Except
as set forth herein, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, including but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer or voting
of such securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of
proxies.
Item 7. Material to be Filed
as Exhibits
Item 7 is amended by adding the following text:
Merger Agreement,
dated as of December 13, 2020, by and among Big Rock Partners
Acquisition Corp., NeuroRx, Inc., and Big Rock Merger
Corp.
Sponsor Agreement,
dated as of May 24, 2021, by and among Big Rock Partners
Acquisition Corp., Big Rock Partners Sponsor, LLC and BRAC Lending
Group, LLC.
Amendment to Stock
Escrow Agreement, dated as of May 24, 2021, by and among Big Rock
Partners Acquisition Corp., Big Rock Partners Sponsor, LLC, and the
other parties thereto.
Form of Unit
Purchase Option, dated November 20, 2017.
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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BIG ROCK PARTNERS SPONSOR LLC
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Dated: May 26, 2021
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By:
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/s/ Richard Ackerman
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Richard Ackerman, Managing Member
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Dated: May 26, 2021
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/s/ Richard Ackerman
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Richard Ackerman
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