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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule
13d-101)
(Amendment No. 1)
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NRX
Pharmaceuticals, Inc.
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|
(Name of
Issuer)
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|
|
|
Common
Stock, par value $0.001 per share
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|
(Title of Class of
Securities)
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|
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629444 100
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(CUSIP
Number)
|
|
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|
David
M. Nussbaum
Steven
Levine
BRAC
Lending Group LLC
366
Madison Avenue, 8th Floor
New
York, NY 10017
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(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
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May
24, 2021
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(Date of Event
which Requires Filing of this Statement)
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to
be sent.
*
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 that would alter disclosures
provided in a prior cover page.
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 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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CUSIP
No. 629444 100
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SCHEDULE
13D
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Page 2 of
10 Pages
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1
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NAMES OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David M.
Nussbaum
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||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
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☐
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(b)
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☐
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3
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SEC USE
ONLY
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||
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
OO
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||
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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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||
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING
POWER
66,640
shares
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8
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SHARED VOTING
POWER
1,095,035
shares
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9
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SOLE DISPOSITIVE
POWER
66,640
shares
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|
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10
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SHARED DISPOSITIVE
POWER
1,095,035
shares
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,161,675
shares
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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)
2.44%
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|
14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No. 629444 100
|
SCHEDULE
13D
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Page 3 of
10 Pages
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1
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NAMES OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven
Levine
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||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
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☐
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(b)
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☐
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3
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SEC USE
ONLY
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||
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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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||
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
66,640
shares
|
|
8
|
SHARED VOTING
POWER
1,095,035
shares
|
|
|
9
|
SOLE DISPOSITIVE
POWER
66,640
shares
|
|
|
10
|
SHARED DISPOSITIVE
POWER
1,095,035
shares
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,161,675
shares
|
|
12
|
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)
2.44%
|
|
14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No. 629444 100
|
SCHEDULE
13D
|
Page 4 of
10 Pages
|
|
1
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NAMES OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BRAC Lending Group
LLC
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||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
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☐
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(b)
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☐
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3
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SEC USE
ONLY
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||
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
WC
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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
590,435
shares
|
|
8
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SHARED VOTING
POWER
0
shares
|
|
|
9
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SOLE DISPOSITIVE
POWER
590,435
shares
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|
|
10
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SHARED DISPOSITIVE
POWER
0
shares
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,435
shares
|
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12
|
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)
1.24%
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|
14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
OO
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CUSIP
No. 629444 100
|
SCHEDULE
13D
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Page 5 of
10 Pages
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This
Amendment No. 1 (the “Amendment”) amends and
supplements the statement on Schedule 13D filed on November 26,
2018 (the “Original
Schedule 13D”) on behalf of David M. Nussbaum
(“Nussbaum”), Steven Levine
(“Levine”) and BRAC Lending
Group LLC (“BRAC
Lending”) with respect to ownership of shares of
common stock, par value $0.001 (the “Common Stock”), of NRX
Pharmaceuticals, Inc., a Delaware corporation (the
“Issuer”). Messrs.
Nussbaum, Levine, and BRAC Lending are collectively referred to
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). Name of Issuer
Item
1(a) is deleted in its entirety and replaced with the following
text:
NRX Pharmaceuticals, Inc. (formerly Big Rock
Partners Acquisition Corp.)
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 amended by adding 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 2,446,000 shares of Common Stock
including an
aggregate of 848,000 shares underlying unit purchase options of the
Issuer (“Purchase
Options”). The Reporting Persons also beneficially
held an
aggregate of $2,019,944.85 of the Issuer's promissory
notes.
In
connection with the Merger, BRAC Lending agreed to forfeit an
aggregate of 869,565 shares of Common Stock and agreed to certain
repayment terms in connection with the promissory notes.
EarlyBirdCapital, Inc. (“EBC”), an affiliate of
the Reporting Persons, agreed to receive an aggregate of 200,000
shares of Common Stock in lieu of a cash fee owed to EBC, as
described more fully in Item 6 below. In
addition, on June 1, 2021, the Reporting Persons
each exercised their Purchase Options on a cashless basis,
resulting in the issuance of an aggregate of 299,880 shares of
Common Stock.
|
CUSIP
No. 629444 100
|
SCHEDULE
13D
|
Page
6 of 10 Pages
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Item 4. Purpose of Transaction.
Ite
m
4 is deleted in its entirety and replaced with the following
text:
The
transactions reported in this Amendment were made for investment
purposes. Each of Nussbaum, Levine and BRAC Lending may acquire or
dispose of additional securities or sell securities of the Issuer
from time to time in the market or in private
transactions.
Except
as discussed above, neither Nussbaum, Levine nor BRAC Lending has
any other plans or proposals to acquire or dispose of securities of
the Issuer, effect an extraordinary corporate transaction, such as
a merger, reorganization or liquidation involving the Issuer or any
of its subsidiaries, cause a sale or transfer of a material amount
of the assets of the Issuer or any of its subsidiaries, cause any
material change in the present capitalization or dividend policy of
the Issuer, cause a change in the present board of directors or
management of the Issuer, cause any other material change in the
Issuer’s business or corporate structure, cause any changes
in the Issuer’s charter or bylaws or other actions that may
impede the acquisition of control of the Issuer by any person,
cause a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national
securities association, cause a class of equity securities of the
Issuer to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, or take
any other action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
Item
5 is deleted in its entirety and replaced with the following
text:
David Nussbaum
(a) David Nussbaum beneficially owns
1,161,675 shares of Common Stock, of
which 590,435 shares are held by BRAC Lending, of which Mr.
Nussbaum is a managing member, and 504,600 shares are held by EBC,
of which Mr. Nussbaum is Chairman of the Board. As a result, Mr.
Nussbaum has shared voting and investment power over the shares
held by BRAC Lending and EBC. Such number of shares of Common Stock
represents 2.44% of the class of securities, based on
47,459,958 shares of Common Stock,
outstanding as of May 24, 2021, as reported in the Issuer's Current
Report on Form 8-K filed May 28, 2021.
(b)
The number of shares as to which Mr. Nussbaum has:
(i)
Sole power to vote or direct the vote: 66,640
(ii)
Shared power to vote or direct the vote: 1,095,035
(iii)
Sole power to dispose or direct the disposition:
66,640
(iv)
Shared power to dispose or direct the disposition:
1,095,035
(c)
Except as described in Item 3, during the past 60 days Mr. Nussbaum
has not effected any transactions in the Common Stock.
(d)
None.
(e)
Not applicable.
Steven Levine
(a) Steven Levine beneficially owns
1,161,675 shares of Common Stock, of
which 590,435 shares are held by BRAC Lending, of which Mr. Levine
is a managing member, and 504,600 shares are held by EBC, of which
Mr. Levine is Chief Executive Officer. As a result, Mr. Levine has
shared voting and investment power over the shares held by BRAC
Lending and EBC. Such number of shares of Common Stock represents
2.44% of the class of securities, based on 47,459,958
shares of Common Stock, outstanding as
of May 24, 2021, as reported in the Issuer's Current Report on Form
8-K filed on May 28, 2021.
(b)
The number of shares as to which Mr. Levine has:
(i)
Sole power to vote or direct the vote: 66,640
(ii)
Shared power to vote or direct the vote: 1,095,035
(iii)
Sole power to dispose or direct the disposition:
66,640
(iv)
Shared power to dispose or direct the disposition:
1,095,035
(c)
Except as described in Item 3, during the past 60 days Mr. Levine
has not effected any transactions in the Common Stock.
(d)
None.
(e)
Not applicable.
|
CUSIP
No. 629444 100
|
SCHEDULE
13D
|
Page
7 of 10 Pages
|
BRAC Lending
(a) BRAC Lending beneficially owns 590,435
shares of Common Stock. Such number of
shares of Common Stock represents 1.24% of the class of securities,
based on 47,459,958 shares of
Common Stock, outstanding as of May 24, 2021, as reported on the
Issuer's Current Report on Form 8-K filed on May 29,
2021.
(b)
The number of shares as to which BRAC Lending has:
(i) Sole power to vote or direct the vote:
590,435
(ii)
Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the
disposition: 590,435
(iv)
Shared power to dispose or direct the disposition: 0
(c)
Except as described in Item 3, during the past 60 days BRAC Lending
has not effected any transactions in the Common Stock.
(d)
None.
(e)
Not applicable.
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 BRAC Lending, an aggregate of $756,141.70 of
outstanding loans due to BRAC Lending was repaid upon the
completion of the Merger and the repayment of an additional
$1,105,488.34 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, BRAC Lending will enter into a loan
amendment with the Issuer providing that the unpaid portion of the
Deferred Repayment will be converted into a convertible note of the
Issuer which bears 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 matures 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 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 BRAC Lending and Big Rock Partners Sponsor, LLC,
a lender and stockholder of the Issuer (the “Sponsor
Agreement”), providing for, among other things, the
forfeiture by BRAC Lending of 869,565 shares of Common Stock upon
the consummation of the Merger. The Sponsor Agreement provides that
BRAC Lending 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 BRAC Lending
and Big Rock Partners Sponsor, LLC). At the time of this Schedule
13D/A, it is not known whether additional shares will be
forfeited.
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 11 hereto and is incorporated by reference
herein.
Stock Escrow Amendment
Pursuant
to the Merger Agreement, on May 24, 2021, the Issuer, BRAC Lending,
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. The Stock Escrow Amendment also amends the escrow period
with respect to the shares of Common Stock beneficially owned by
BRAC Lending which are being held in escrow, as follows: all such
shares of Common Stock held in escrow 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 12 hereto and is incorporated by reference
herein.
|
CUSIP
No. 629444 100
|
SCHEDULE
13D
|
Page
8 of 10 Pages
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BCMA Amendment
Pursuant to the Merger Agreement, on May 24, 2021,
the Issuer and EBC entered into an amendment (“BCMA Amendment”) to
the to the Business
Combination Marketing Agreement, dated as of November 20, 2017
(“BCMA”), by and between
the Issuer and EBC. Pursuant to the BCMA Amendment, the Issuer
issued to EBC 200,000 shares of Common Stock upon the closing of
the Merger in lieu of the cash fee payable to EBC pursuant to the
BCMA.
The
foregoing summary of the BCMA Amendment is qualified in its
entirety by reference to the full text of such agreement, which is
filed as Exhibit 13 hereto and is incorporated by reference
herein.
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:
10
Merger
Agreement, dated as of December 13, 2020, by and among Big Rock
Partners Acquisition Corp., NeuroRx, Inc., and Big Rock Merger
Corp.
11
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.
12
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.
13.
BCMA
Amendment, dated as of May 24, 2021, by and between Big Rock
Partners Acquisition Corp. and EarlyBirdCapital, Inc.
14.
Joint Filing
Agreement.
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CUSIP
No. 629444 100
|
SCHEDULE
13D
|
Page
9 of 10 Pages
|
SIGNATURE
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.
Dated:
June 4, 2021
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/s/ David M.
Nussbaum
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David M.
Nussbaum
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/s/ Steven
Levine
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Steven
Levine
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BRAC LENDING GROUP
LLC
|
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By:
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/s/ David M.
Nussbaum
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Name: David M.
Nussbaum
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Title: Managing
Member
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CUSIP
No. 629444 100
|
SCHEDULE
13D
|
Page
10 of 10 Pages
|
JOINT FILING
AGREEMENT
AGREEMENT dated as
of June 4, 2021 between David M. Nussbaum, Steven Levine and BRAC
Lending Group LLC (each a
“Party”, together, the
“Parties”).
Each
Party hereto represents to the other Party that it is eligible to
use Schedule 13D to report its beneficial ownership in
shares of common stock, par value $0.001 per share, of NRX
Pharmaceuticals, Inc. Each Party hereto agrees that the Schedule
13D, dated on or about the date hereof, relating to such beneficial
ownership, is filed on behalf of each of
them.
Each
of the Parties agrees to be responsible for the timely filing of
the Schedule 13D and any and all amendments thereto
and for the completeness and accuracy of the information concerning
itself contained in the Schedule 13D, and the other Party to the
extent it knows or has reason to believe that any information about
the other Party is
inaccurate.
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/s/ David M.
Nussbaum
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David M.
Nussbaum
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/s/ Steven
Levine
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Steven
Levine
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BRAC LENDING GROUP
LLC
|
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By:
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/s/ David M.
Nussbaum
|
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Name:
David
M. Nussbaum
|
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Title: Managing
Member
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