Statement of Changes in Beneficial Ownership (4)
21 Novembro 2022 - 7:59PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Hurvitz Chaim |
2. Issuer Name and Ticker or Trading Symbol
NRX Pharmaceuticals, Inc.
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NRXP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NRX PHARMACEUTICALS, INC., 1201 ORANGE STREET, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/21/2022 |
(Street)
WILMINGTON, DE 19801
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/16/2022 | | P | | 287812 | A | $0.99 (1) | 287812 | D | |
Common Stock | 11/17/2022 | | P | | 171780 | A | $1.08 (2) | 459592 | D | |
Common Stock | 11/18/2022 | | P | | 40408 | A | $1.10 (3) | 500000 | D | |
Common Stock | | | | | | | | 1436350 | I | By Shirat HaChaim Ltd. |
Common Stock | | | | | | | | 208443 | I | By CH Health-Private Venture Capital Ltd. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option | $0.75 | 10/21/2022 | | A | | 162660 | | (4) | 10/21/2032 | Common Stock | 162660 | (4) | 381083 | D | |
Explanation of Responses: |
(1) | The price reported above reflects the weighted average purchase price per share of common stock (the "Common Stock"), of NRx Pharmaceuticals, Inc. (the "Issuer"). The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares of the Common Stock and prices at which the transaction was effected. |
(2) | The price reported above reflects the weighted average purchase price per share of the Common Stock. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares of the Common Stock and prices at which the transaction was effected. |
(3) | The price reported above reflects the weighted average purchase price per share of the Common Stock. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares of the Common |
(4) | Options issued under the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan. The options vest on May 25, 2023, generally subject to the Reporting Person's continued service for the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hurvitz Chaim C/O NRX PHARMACEUTICALS, INC. 1201 ORANGE STREET, SUITE 600 WILMINGTON, DE 19801 | X |
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Signatures
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/s/ Chaim Hurvitz | | 11/21/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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